As filed with the Securities and Exchange Commission on August 7,
1996
Registration No. 333-
===================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
HARLEYSVILLE GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0241172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
355 Maple Avenue, Harleysville, Pennsylvania 19438
(Address of principal executive offices) (Zip Code)
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HARLEYSVILLE GROUP INC. DIRECTORS' EQUITY AWARD PROGRAM
(Full title of the Plan)
Walter R. Bateman, II
President and Chief Executive Officer
Harleysville Group Inc.
355 Maple Avenue
Harleysville, Pennsylvania 19438
(Name and address of agent for service)
(215) 256-5000
(Telephone number, including area code, of agent for service)
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WITH COPIES TO:
Donald A. Scott, Esquire Roger A. Brown, Esquire
Morgan, Lewis & Bockius Harleysville Group Inc.
2000 One Logan Square 355 Maple Avenue
Philadelphia, Harleysville,
Pennsylvania 19103-6993 Pennsylvania 19438-2297
(215) 963-5206 (215) 256-5173
CALCULATION OF REGISTRATION FEE
============================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of Securities to be price per offering registration
to be registered registered share <F1> price <F1> fee <F1>
- ----------------- ---------- ---------- ---------- -------------
Common Stock
$1.00 par value 22,584 $25.38 $573,182 $198.00
[FN]
<F1> Pursuant to Rule 457(c), the registration fee has been calculated based
on the average of the high and low prices of Registrant's Common Stock on
August 1, 1996 on the NASDAQ National Market System
=============================================================================
<PAGE> Page II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated herein by
reference:
a. Annual Report on Form 10-K for the year ended December 31,
1995 filed by the Company pursuant to Section 13(a) of the
Securities Exchange Act of 1934 ("Exchange Act").
b. Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1996 filed by the Company pursuant to Section
13(a) of the Exchange Act.
c. The description of the Company's common stock set forth in
response to Item 1(b) of the Registration Statement on
Form 8-A filed by the Company pursuant to Section 12 of
the Exchange Act and any amendment to such registration
statement filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorpo-
rated by reference herein and to be a part hereof from the date of
the filing of such documents. Any statement contained in this
Registration Statement or in a document incorporated or deemed to
be incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in any other
subsequently filed document which also is deemed to be incorporated
by reference herein or in any subsequently filed appendix to this
Registration Statement modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
Item 4. Not applicable.
Item 5. Not applicable.
<PAGE> Page II-2
Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
-----------------------------------------
The Company's Certificate of Incorporation and By-Laws contain
provisions permitted by the Delaware General Corporation Law (under
which the Company is organized) that provide that directors and
officers will be indemnified by the Company to the fullest extent
permitted by law for all losses that may be incurred by them in
connection with any action, suit or proceeding in which they may
become involved by reason of their service as a director or officer
of the Company. In addition, the Company's Certificate of
Incorporation contains provisions permitted by the Delaware General
Corporation Law that limit the monetary liability of directors of
the Company for certain breaches of their fiduciary duty, and its
By-Laws provide for the advancement by the Company to directors and
officers of expenses incurred by them in connection with a
proceeding of a type to which the duty of indemnification applies.
The Company maintains directors' and officers' liability insurance
to insure its directors and officers against certain liabilities
incurred in their capacity as such, including claims based on
breaches of duty, negligence, error and other wrongful acts.
Item 7. Not applicable.
Item 8. EXHIBITS
--------
Reference is made to the Exhibit Index on Page II-6.
Item 9. UNDERTAKINGS
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The undersigned registrant hereby undertakes:
(1) To file, during the period in which offers or sales are
being made, a post-effective amendment to this registration state-
ment:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registra-
tion statement (or the most recent post-effective
amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this registration state-
ment;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement.
<PAGE> Page II-3
Provided, however, that paragraphs (1)(i) and
-------- -------
(1)(ii) shall not apply to this registration
statement on Form S-8 if the information required
to be included in the post-effective amendment by
these paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
----
fide offering thereof.
- ----
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
---- ----
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE> Page II-4
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Township of
Lower Salford, Commonwealth of Pennsylvania, on this 7th day of
August, 1996.
HARLEYSVILLE GROUP INC.
BY: /s/Walter R. Bateman
---------------------
Walter R. Bateman, II
President and
Chief Executive Officer
POWER OF ATTORNEY
------------------
Each person whose signature appears below constitutes and
appoints each of Walter R. Bateman, II and Roger A. Brown, as such
person's true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in
such person's name, place and stead, in any and all capacities, to
sign any and all amendments to the Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or a
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
<PAGE> Page II-5
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/B.W. Mitchell Chairman of the Board August 7, 1996
- --------------------- and a Director
Bradford W. Mitchell
/s/Walter R. Bateman President, August 7, 1996
- ----------------------- Chief Executive Officer
Walter R. Bateman, II and a Director
/s/Bruce J. Magee Senior Vice President August 7, 1996
- ----------------- and Chief Financial
Bruce J. Magee Officer (principal
financial officer and
principal accounting officer)
/s/Michael L. Browne Director August 7, 1996
- --------------------
Michael L. Browne
/s/Robert D. Buzzell Director August 7, 1996
- --------------------
Robert D. Buzzell
/s/H. Bryce Jordan Director August 7, 1996
- ------------------
H. Bryce Jordan
/s/William E. Strasburg Director August 7, 1996
- -----------------------
William E. Strasburg
/s/Frank E. Reed Director August 7, 1996
- ----------------
Frank E. Reed
/s/G. G. Johnson Director August 7, 1996
- -------------------
Gerard G. Johnson
<PAGE> Page II-6
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
- ------ -----------------------
(4)(A) Certificate of Incorporation of Registrant (Restated to
include Amendment adopted April 26, 1996) incorporated by
reference to Exhibit 4(A) to the Registrant's S-8
Registration Statement No. 333-03127 filed May 3, 1996.
(4)(B) Amended and Restated By-Laws of Registrant - incorporated
by reference to Exhibit (4) (B) to the Registrant's Post-
Effective Amendment No. 1 to S-3 Registration Statement
No. 33-90810 filed October 10, 1995.
(4)(C)* Directors' Equity Award Program of Registrant.
(5)* Opinion of Morgan, Lewis & Bockius re legality of shares
of Common Stock being offered hereby.
(23)(A)* Consent of KPMG Peat Marwick LLP.
(B) Consent of Morgan, Lewis & Bockius (included in Exhibit
(5)).
(24)* Power of Attorney included on Page II-4.
(28) Statement re Registrant - incorporated by reference to
Exhibit (28) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995.
(28)(A) Schedule P of the 1995 statutory annual statement for the
total pooled business of Harleysville Mutual Insurance
Company and the pooled participant property and casualty
insurance subsidiaries of Harleysville Group Inc. -
incorporated by reference to Exhibit (28)(A) to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995.
(28)(B) Schedule P of the 1995 statutory annual statement of Lake
States Insurance Company - incorporated by reference to
Exhibit (28)(B) to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995.
- --------------------
*Filed herewith.
<PAGE> Page 1
EXHIBIT (4)(C)
HARLEYSVILLE GROUP INC.
DIRECTORS' EQUITY AWARD PROGRAM
-------------------------------
As approved by the Board of Directors
on April 24, 1996
Amended June 26, 1996
1. PURPOSE. The purpose of the Harleysville Group Inc.
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Directors' Equity Award Program (the "Program") is to increase the
proprietary interest of Directors of Harleysville Group Inc. (the
"Company"), in order to further align the interests of such
Directors with the stockholders of the Company by compensating,
with shares of stock of the Company, the Directors responsible for
the management of the business affairs of the Company for services
thereto as Directors.
2. ADMINISTRATION. The Program shall be administered by the
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Compensation & Personnel Development Committee (the "Committee") of
the Board of Directors of the Company. The Committee shall have
full and final authority in its discretion to interpret the
provisions of the Program and to decide all questions of fact
arising in its application.
3. GRANT OF AWARDS. A one-time award of shares of restricted
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stock (as discussed below at paragraph 4) of the Company will be
made on August 28, 1996 to each Director on such date (other than
Director Emeriti) who was a Director of the Company as of April 25,
1996. Such shares may be authorized and unissued shares or
treasury shares. The number of shares to be granted to each
Director on August 28, 1996 shall be the amount of whole shares
determined by dividing 85% of the fair market value of Harleysville
Group stock at the close of business on April 24, 1996 into $66,000
(the total amount of fees payable, as of April 24, 1996, for three
years of Director Emeritus status) or 2,823 shares.
4. RESTRICTED STOCK AWARDS. Restricted stock awards under the
-----------------------
Program shall consist of shares of common stock of the Company re-
stricted against transfer, subject to forfeiture, and subject to
other terms and conditions intended to further the purpose of the
Program, and shall be evidenced by written restricted stock agree-
ments in such form not inconsistent with this Program as the
Committee shall approve from time to time, which agreements shall
contain in substance the following terms and conditions:
(A) RESTRICTION PERIOD. Except as herein provided, shares
------------------
awarded pursuant to this Program may not be transferred
until the Director who owns such restricted shares
retires from the Board after attaining age 72 in
accordance with the By-Laws of the Company, dies or
becomes disabled.
(B) RESTRICTION UPON TRANSFER. Restricted stock and the
-------------------------
right to vote such shares and to receive dividends
thereon may not be sold, assigned, transferred, ex-
changed, pledged, hypothecated, or otherwise encumbered,
except as herein provided, during the restriction period
applicable to such shares. Notwithstanding the foregoing
and except as otherwise provided in the Program, the
participant shall have all the other rights of a stock-
holder including, but not limited to, the right to
receive dividends and the right to vote such shares.
<PAGE> Page 2
(C) CERTIFICATES. Each certificate issued in respect of
------------
shares awarded to a participant shall be deposited with
the Company or its designee and shall bear the following
legend:
This certificate and the shares of stock repre-
sented hereby are subject to the terms and condi-
tions (including forfeiture provisions and restric-
tions against transfer) contained in the
Harleysville Group Inc. Directors' Equity Award
Program and an Agreement entered into between the
registered owner and Harleysville Group Inc.
Release from such terms and conditions shall be
obtained only in accordance with the provisions of
the Program and Agreement, a copy of each of which
is on file in the office of the Secretary of
Harleysville Group Inc.
(D) LAPSE OF RESTRICTIONS. Upon the lapse of such
---------------------
restrictions, shares of common stock free of the
restrictive legend shall be issued to the participant or
his or her legal representative.
(E) DEATH OR DISABILITY PRIOR TO LAPSE OF RESTRICTIONS. In
--------------------------------------------------
the event of a participant's death or disability prior to
the lapse of restrictions, shares of common stock free of
the restrictive legend shall be issued to the participant
or his or her legal representative. "Disability" shall
mean the inability of a participant to perform the
services normally rendered due to any physical or mental
impairment that can be expected to be of either permanent
or indefinite duration, as determined by the Committee on
the basis of appropriate medical evidence
(F) TERMINATION OF SERVICE PRIOR TO LAPSE OF RESTRICTIONS.
-----------------------------------------------------
In the event a participant terminates service as a
Director prior to retiring as a Director after attaining
age 72 in accordance with the By-Laws of the Company, his
or her death or becoming disabled, all shares as to which
there still remains unlapsed restrictions shall be
forfeited by such participant to the Company without
payment of any consideration by the Company, and neither
the participant recipient nor any successors, heirs,
assigns, or personal representatives of such recipient
shall thereafter have any further rights or interest in
such shares or certificates.
(G) CHANGE IN CONTROL PRIOR TO LAPSE OF RESTRICTIONS. In the
------------------------------------------------
event of a "change in control" prior to (i) a
participant's retiring as a Director after attaining age
72 in accordance with the By-Laws of the Company, (ii) a
participant's death, or (iii) a participant becoming
disabled, shares of common stock free of the restrictive
legend shall be issued to the participant.
"Change in control" shall mean if any of the following
have occurred: (i) there shall be consummated (a) any
consolidation or merger of the Company or the Parent in
which they are not the continuing or survivor corporation
or pursuant to which shares of the Company's stock would
be converted in whole or in part into cash, securities or
other property, other than a merger of the Company in
which the holders of the Company's stock immediately
prior to the merger have substantially the same
proportionate ownership of Common Stock of the surviving
corporation immediately after the merger or (b) any sale,
lease, exchange or
<PAGE> Page 3
transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of
the Company or the Parent; or (ii) the stockholders of
the Company or policyholders of the Parent shall approve
any plan or proposal for the liquidation or dissolution
of the Company or the Parent; or (iii) any "person" (as
such term is used in Sections 13(d) and 14(d) (2) of the
Securities Exchange Act of 1934 (the "Exchange Act"),
other than the Company, the Parent, or a subsidiary
thereof or any employee benefit plan sponsored by the
Company, the Parent, or a subsidiary thereof, shall
become the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act) of securities of the
Company representing 20% or more of the combined voting
power of the Company's then outstanding securities
ordinarily (and apart from special circumstances) having
the right to vote in the election of Directors, as a
result of a tender or exchange offer, open market
purchases, privately negotiated purchases or otherwise;
or (iv) at any time during a period of two consecutive
years, individuals who at the beginning of such period
constituted the Board of the Company or the Parent shall
cease for any reason to constitute at least a majority
thereof, unless the election or the nomination for
election of each new Director during such two-year period
was approved by a vote of at least two-thirds of the
Directors then still in office who were Directors at the
beginning of such two-year period; or (v) any other event
shall occur that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Exchange Act.
5. GENERAL PROVISIONS. Each award under the Program shall be
------------------
subject to the requirement that if at any time the Committee shall
determine that (i) the listings, registrations or qualifications of
the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or federal law, or (ii) the
consent or approval of any government regulatory body, or (iii) an
agreement by the recipient of any award with respect to the
disposition of shares of common stock is necessary or desirable as
a condition of or in connection with the granting of such award or
the issuance or purchase of shares of common stock thereunder, such
award shall not be consummated in whole or in part unless such
listing, registration, qualification, consent, approval, or
agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee.
6. WITHHOLDING. The Company shall have the right to require the
-----------
recipient to remit to the Company an amount sufficient to satisfy
any federal, state or local withholding tax requirements prior to
the delivery of any certificate or certificates for such shares.
7. AMENDMENT. The Company may terminate or amend the Program at
---------
any time. The termination or any modification or amendment of the
Program shall not, without the consent of a participant, affect his
or her rights under an award previously granted.
8. APPLICABLE LAW. The Program shall be construed, administered,
--------------
and governed in all respects under the laws of the Commonwealth of
Pennsylvania.
<PAGE>
EXHIBIT (5)
August 7, 1996
Harleysville Group Inc.
355 Maple Avenue
Harleysville, PA 19438
Re: Registration Statement on Form S-8 for
22,584 Shares of Common Stock
---------------------------------------
Ladies and Gentlemen:
As counsel for Harleysville Group Inc., a Delaware corporation
(the "Company"), we are furnishing this opinion in connection with
the above-captioned Registration Statement relating to the issuance
and sale of 22,584 shares of Common Stock, par value $1.00 per
share, of the Company (the "Shares") pursuant to the Company's
Directors' Equity Award Program. We have participated in the
preparation of the Registration Statement and have also examined
the Company's Certificate of Incorporation, as amended and
restated, and By-laws and resolutions of the Board of Directors of
the Company.
Our opinion set forth below is limited to the General Corporation
Law of the State of Delaware.
In our opinion, the Shares have been duly authorized and, when
issued, will be legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this opinion, we do not thereby
admit that we are acting within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933
or the rules or regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
- --------------------------------
Morgan, Lewis & Bockius LLP
<PAGE>
EXHIBIT (23)(A)
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Harleysville Group Inc.:
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Harleysville Group Inc. of our reports
dated February 19, 1996 and March 22, 1996 relating to the
consolidated balance sheets of Harleysville Group as of December
31, 1995 and 1994 and the related consolidated statements of
income, shareholders' equity, and cash flows and the related
schedules for each of the years in the three-year period ended
December 31, 1995, which reports appear in or are incorporated by
reference in the December 31, 1995 annual report on Form 10-K of
Harleysville Group Inc. which is incorporated by reference herein.
Our reports refer to the adoption of Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities" as of January 1, 1994.
/s/ KPMG PEAT MARWICK LLP
- --------------------------
Philadelphia, Pennsylvania
August 7, 1996
