FARMERS GROUP INC
8-K, 1998-07-17
FIRE, MARINE & CASUALTY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
  
                                    __________ 
  
                                    FORM 8-K
  
  
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
  
  
       Date of Report (Date of earliest event reported)      JULY 17, 1998
  
  
                              FARMERS GROUP, INC. 
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter) 
  
  
              NEVADA                   33-94670-01            95-0725935
   ----------------------------       ------------       -------------------
   (State or other jurisdiction       (Commission         (I.R.S. Employer
       of incorporation or            File Number)       Identification No.)
          organization)
  
   4680 WILSHIRE BOULEVARD, LOS ANGELES, CA                90010
   ----------------------------------------             ----------
   (Address of principal executive offices)             (Zip Code)
  
   Registrant's telephone number, including area code    (213) 932-3200   


  
 ITEM 5.  OTHER EVENTS. 
  
          The press release of Farmers Group, Inc. attached hereto as
 Exhibit 99.1 is incorporated herein by reference. 
  
 ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
          EXHIBITS. 
  
          (c)   Exhibits. 
  
                The following exhibit is filed with this report: 
  
           Exhibit 
           Number        Description 
           -------       -----------
             99.1        Press Release of Farmers Group, Inc., dated
                         July 17, 1998. 
  


  
                                 SIGNATURE 
  
  
         Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned thereunto duly authorized. 
  

                                        FARMERS GROUP, INC. 
  
 Date:  July 17, 1998                   By:  /s/ Julian R. M. Harvey
                                           ----------------------------
                                           Vice President
  
  

                            EXHIBIT INDEX
  
 Exhibit 
 Number      Description 
 -------     -------------
  99.1       Press Release of Farmers Group, Inc., dated July 17, 1998.
  




Farmers Insurance Group of Companies(R)     CONTACT: Jeff Beyer 323-930-4149

NEWS BUREAU
4680 Wilshire Blvd.
Los Angeles, CA 90010

FOR IMMEDIATE RELEASE

                   FARMERS ANNOUNCES PRIVATE PLACEMENT OF
               $650 MILLION OF TRUST SURPLUS NOTE SECURITIES

LOS ANGELES (July 17, 1998) - Farmers Insurance Exchange, Truck Insurance
Exchange and Fire Insurance Exchange sold $500 million aggregate principal
amount of 30-year 7.05% surplus notes, and $150 million aggregate principal
amount of 50-year 7.20% surplus notes, announced Farmers Group, Inc. The
Exchanges issued the surplus notes to a newly-formed Delaware business
trust, Farmers Exchange Capital, which purchased the surplus notes with the
proceeds from a concurrent sale of $650 million aggregate liquidation
amount of trust securities.

The net proceeds from the sale of the surplus notes were used to repay $650
million of outstanding certificates of contribution previously issued by
the Exchanges to Farmers Group, Inc. and certain of its subsidiaries. The
new surplus notes of the Exchanges have lower interest rates and
significantly longer maturities than the certificates of contribution that
were repaid.

The trust securities were sold in a private placement pursuant to Rule 144A
under the Securities Act of 1933. The trust securities and the surplus
notes have not been registered under the Securities Act, and may not be
offered or sold in the United States absent registration or applicable
exemption from registration requirements.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the trust securities or the surplus notes,
nor shall there be any sale of the trust securities or surplus notes in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such state.





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