As filed with the Securities and Exchange Commission on June 25, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DONEGAL GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2424711
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1195 River Road
Marietta, Pennsylvania 17547
(717) 426-1931
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Donald H. Nikolaus, President
Donegal Group Inc.
1195 River Road
Marietta, Pennsylvania 17547
(717) 426-1931
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Kathleen M. Shay, Esquire
Duane, Morris & Heckscher
One Liberty Place
Philadelphia, PA 19103-7396
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box. |X|
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If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Section 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Section 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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=======================================================================================================================
Title of each Proposed maxi- Proposed maximum
class of securities Amount to mum offering aggregate Amount of
to be registered be registered price per unit offering price registration fee
- ---------------- ------------- --------------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 shares(1) $17.25(2) $5,175,000(2) $1,785
$1.00 par value
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(1) In addition, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Donegal Group
Inc. Agency Stock Purchase Plan.
(2) Pursuant to Paragraph (c) of Rule 457, and estimated solely for the purpose
of calculating the registration fee, the proposed maximum offering price
per share and the proposed maximum aggregate offering price have been
computed on the basis of $17.25 per share, the average of the high and low
sales prices of Common Stock of the Company on the Nasdaq National Market
on June 20, 1996.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall thereafter
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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DONEGAL GROUP INC.
Cross Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
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Item Number and Caption Location in Prospectus
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1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus................. Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus............................................. Inside Front Cover Page; Outside Back Cover
Page
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges........................... *
4. Use of Proceeds........................................ Use of Proceeds
5. Determination of Offering Price........................ Description of the Agency Stock Purchase
Plan
6. Dilution............................................... *
7. Selling Security Holders............................... *
8. Plan of Distribution................................... Outside Front Cover Page; Description of the
Agency Stock Purchase Plan
9. Description of Securities to be Registered............. Outside Front Cover Page; Description of
Capital Stock
10. Interests of Named Experts and Counsel................. *
11. Information with Respect to the Registrant............. Outside Front Cover Page; Incorporation of
Certain Documents by Reference
12. Incorporation of Certain Information by Reference...... Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities......................... *
</TABLE>
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* Omitted from Prospectus because item is inapplicable or answer is negative.
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PROSPECTUS
DONEGAL GROUP INC.
AGENCY STOCK PURCHASE PLAN
300,000 shares of Common Stock,
par value $1.00
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The Agency Stock Purchase Plan (the "Plan") of Donegal Group Inc. (the
"Company") described herein offers eligible independent insurance agencies of
the Company, Donegal Mutual Insurance Company (the "Mutual Company") and the
Company's subsidiary and affiliated insurance companies (as defined below) an
opportunity to acquire a proprietary interest in the Company and foster the
common interests of the Company and its agencies in achieving long-term
profitable growth for the Company.
The total number of shares of the Company's Common Stock, $1.00 par value,
(the "Common Stock") that will be made available by the Company under the Plan
is 300,000 shares. The purchase price for shares of Common Stock purchased from
the Company will be 90% of the average closing prices of the Common Stock on the
Nasdaq Stock Market on the last ten trading days of the applicable Subscription
Period (as defined below). Prices for the Common Stock are listed on the Nasdaq
National Market under the symbol "DGIC".
There will be no brokerage commissions or service charges upon the purchase
of shares under the Plan. The Company will bear all other costs of administering
the Plan.
It is recommended that this Prospectus be retained for future reference.
This Prospectus is accompanied by a copy of the Company's 1995 Annual Report to
Stockholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Underwriting,
Price to Discounts and Proceeds to
Public Commissions Company(2)
------ ----------- ----------
Per Share.................. See Footnote(1) None 100%
Total...................... See Footnote(1) None 100%
- -------------------
(1) The Common Stock is traded on the Nasdaq National Market. The Common Stock
is offered to participants in the Plan at a discount of 10% from the
average of the closing prices of the Common Stock quoted on the Nasdaq
National Market on the last ten trading days of the applicable Subscription
Period (as described below). The closing price of Common Stock quoted on
the Nasdaq Stock Market on __________, 1996 was $__________.
(2) Before deducting expenses payable by the Company estimated at $__________.
The date of this Prospectus is __________, 1996.
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TABLE OF CONTENTS
Page
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AVAILABLE INFORMATION................................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................... 2
DESCRIPTION OF THE AGENCY STOCK PURCHASE PLAN........................... 4
Purpose and Advantages of the Plan............................. 4
Administration................................................. 4
Participation.................................................. 5
Costs and Expenses............................................. 6
Purchases...................................................... 7
Shares; Certificates for Shares................................ 9
Withdrawal from the Plan....................................... 9
Other Information.............................................. 10
DESCRIPTION OF CAPITAL STOCK............................................ 11
USE OF PROCEEDS......................................................... 13
EXPERTS................................................................. 13
LEGAL OPINION........................................................... 13
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at its regional offices located at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Chicago Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such materials can be obtained from the Public Reference
Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549-1004 at prescribed rates. The Company's Common Stock is
listed on the Nasdaq National Market. Reports, proxy statements and other
information concerning the Company can be inspected at the offices of the Nasdaq
Stock Market, 1735 K Street, N.W., Washington, D.C. 20006-1506.
The Company has filed with the Commission in Washington, D.C. a
registration statement on Form S-2 (the "Registration Statement") under the
Securities Act of 1933 (the "Securities Act") with respect to the securities
covered by this Prospectus. As permitted by the rules and regula-
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tions of the Commission, this Prospectus does not contain all of the information
set forth in the Registration Statement. For further information with respect to
the Company and the securities offered hereby, reference is made to the
Registration Statement, including the exhibits filed or incorporated as a part
thereof. Statements contained herein concerning the provisions of documents
filed with, or incorporated by reference in, the Registration Statement as
exhibits are necessarily summaries of such documents and each such statement is
qualified in its entirety by reference to the copy of the applicable documents
filed with the Commission. Copies of the Registration Statement and the exhibits
thereto are on file at the offices of the Commission and may be obtained upon
payment of the prescribed fee or may be examined without charge at the public
reference facilities of the Commission described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the 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 Exchange Act.
b. Quarterly Report on Form 10-Q for the quarter ended March 31, 1996
filed by the Company pursuant to Section 13(a) of the Exchange Act.
c. 1995 Annual Report to Stockholders (only those portions consisting of
the following are incorporated by reference in this Registration
Statement: (i) the description of the business of the Company included
as part of the Management's Discussion and Analysis of Results of
Operation and Financial Condition on page 7 of thereof; (ii) the
consolidated financial statements, notes thereto and independent
auditors' report thereon on pages 10 through 23 thereof; (iii) the
information set forth under "Market Information" on the inside back
cover thereof; (iv) the selected financial data set forth under
"Financial Highlights" on the inside front cover thereof; and (iv) the
"Management's Discussion and Analysis of Results of Operations and
Financial Condition" on pages 7 through 9 thereof). The remaining
portions of the 1995 Annual Report to Stockholders are not
incorporated by reference herein, consisting of pages 1, 2, 3, 4, 5, 6
and 24, inclusive, the information on the inside back cover other than
the information under "Market Information" and the front and back
outside cover pages of the 1995 Annual Report to Stockholders, and are
not part of this Registration Statement.
Any statement contained in a document incorporated by reference or deemed
to be incorporated by reference shall be deemed to be modified or superseded for
the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference, modifies or supersedes such document.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
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The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all documents incorporated herein by reference, other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
therein. Written requests should be directed to:
Donegal Group Inc.
Attention: Ralph G. Spontak, Senior Vice President,
Chief Financial Officer and Secretary
1195 River Road
Marietta, PA 17547
Telephone requests may be directed to the Company at (717) 426-1931.
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DESCRIPTION OF THE
AGENCY STOCK PURCHASE PLAN
The following is a description in question and answer form of the
provisions of the Plan offered to selected independent insurance agencies of the
Company, the Mutual Company and the Company's subsidiary and affiliated
insurance companies (collectively, the "Companies"). "Subsidiary and affiliated
insurance companies" are those insurance companies 50% or more of whose stock
are owned by the Company or the Mutual Company or with which the Mutual Company
has a management agreement. The Plan was approved by the Company's Board of
Directors on July 20, 1995.
Purpose and Advantages of the Plan
1. What is the purpose of the Plan?
The Plan provides an Eligible Agency, as described in Question and Answer
6, an opportunity to acquire a long-term proprietary interest in the Company
through the purchase of the Company's Common Stock at a discount from current
market prices. In offering the Plan, the Company seeks to foster the common
interests of the Company and its independent agencies in achieving long-term
profitable growth for the Company. Accordingly, the Company has created the Plan
for the purpose of facilitating the purchase of and long-term investment in
shares of its Common Stock by an Eligible Agency. It is expected that an
Eligible Agency that purchases shares under the Plan will hold such shares on a
long-term basis, as the Plan is not intended to benefit an agency that
demonstrates a pattern of immediate resale of shares acquired and, as discussed
in Question and Answer 6 below regarding eligibility, such a pattern of conduct
will be a factor in the Company's determination whether an otherwise Eligible
Agency should remain eligible for continued participation in the Plan.
2. What are the advantages of the Plan?
Under the Plan, an Eligible Agency can utilize three convenient payment
methods for the purchase of the Company's Common Stock at a 10% discount from
the current market price of such shares. Purchases will also be made without
paying any brokerage commissions or service charges.
Administration
3. Who administers the Plan for participants?
The Plan is administered by a committee (the "Committee") consisting of
three persons appointed from time to time by the Company's Board of Directors.
The Committee may from time to time adopt rules and regulations for carrying out
the Plan. Any interpretation or construction of any provision of the Plan by the
Committee is final and conclusive on all persons absent
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contrary action by the Board of Directors. On July 20, 1995, the Company's Board
of Directors appointed Donald H. Nikolaus, Ralph G. Spontak and Frank J. Wood to
serve on the Committee. The address for each member of the Committee is
c/o Donegal Group Inc., 1195 River Road, Marietta, PA 17547.
4. Where can I obtain additional information about the Plan and its
administrators?
Additional information about the Plan and its administrators may be
obtained by contacting Ralph G. Spontak, Senior Vice President, Chief Financial
Officer and Secretary of the Company, at (717) 426-1931.
5. What is the term of the Plan?
The Plan will be in effect from September 15, 1996 through September 30,
2001 unless earlier terminated by the Board of Directors. The Board of Directors
has the right to terminate the Plan at any time without notice provided that no
participant's existing rights are adversely affected thereby. There will be ten
semi-annual "Subscription Periods." Each Subscription Period will extend from
October 1 through March 31 or from April 1 through September 30, respectively,
beginning with October 1, 1996 and ending on September 30, 2001.
Participation
6. What agencies are eligible to participate?
Independent insurance agencies that bring value to the Companies, directly
or indirectly, as determined by the Company in its discretion, and with which
the Companies seek a long-term relationship are eligible (an "Eligible Agency")
to participate in the Plan. The eligibility criteria the Company will consider
will include the agency's premium volume, the potential growth of such premium
volume, the profitability of the agency's business and whether the agency has
been placed on rehabilitation by the Company or had its binding authority
revoked. The Company, in its discretion, may base eligibility on agency
segmentation class or any other factors that indicate value to the Companies,
directly or indirectly. Continued eligibility will be subject to the Company's
periodic review. A pattern of immediate resale of shares acquired under the Plan
by an Eligible Agency will be a factor in the Company's determination whether an
agency should remain eligible for continued participation in the Plan because
immediate resales would tend to indicate that an agency is not seeking to share
in the long-term profitable growth of the Companies. A decision by the Company,
in its discretion, to discontinue the eligibility of an agency under the Plan
will be treated as an automatic withdrawal from the Plan. See Questions and
Answers 24 and 25 below.
7. How may an Eligible Agency participate in the Plan?
An Eligible Agency may enroll in the Plan by completing and filing a
Subscription Agreement, as described in Question and Answer 8, with the Company.
Subscription Agreements will
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be sent to each Eligible Agency prior to the beginning of the first Enrollment
Period following such agency's designation as an Eligible Agency.
8. What does a Subscription Agreement provide?
A Subscription Agreement allows each Eligible Agency to decide and identify
the date on which the agency desires to become enrolled in the Plan, the amounts
of contribution and the payment method(s) selected for purchases under the Plan.
9. When may an Eligible Agency enroll in the Plan?
If an Eligible Agency chooses the direct bill commission payment method, as
explained in Question and Answer 15, enrollment in the Plan may occur only
during the "Enrollment Period" preceding each Subscription Period, which is from
the 15th through the 31st day of March or from the 15th through the 30th day of
September of each year commencing on September 15, 1996. An Eligible Agency that
desires to subscribe for the purchase of Common Stock through withholding from
direct bill commissions must return a duly executed and completed Subscription
Agreement during the first applicable Enrollment Period. Once enrolled in the
direct bill commission payment method, an Eligible Agency's participation in the
Plan continues for each succeeding Subscription Period until the agency ceases
to be an Eligible Agency or withdraws from enrollment in the Plan. If an
Eligible Agency chooses the lump-sum payment method, as explained in Question
and Answer 17, an Eligible Agency may enroll by submitting a supplemental
Subscription Agreement to the Company and making a lump-sum payment by the last
day of the applicable Subscription Period, September 30 or March 31. If an
Eligible Agency chooses the contingent commission payment method, as explained
in Question and Answer 18, an Eligible Agency may enroll by submitting a
Subscription Agreement during the Enrollment Period immediately preceding the
October 1 through March 31 Subscription Period.
10. May an Eligible Agency transfer its subscription rights to another person
or agency?
No. An Eligible Agency may not assign its subscription payments or rights
to subscribe to any other person, and any such attempted assignment shall be
void, except for permitted designations as described in Question and Answer 23.
Costs and Expenses
11. Are there any expenses to participants in connection with purchases under
the Plan?
No. Eligible Agencies will not be obligated to pay any brokerage
commissions or other charges with respect to the purchase of Common Stock under
the Plan.
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Purchases
12. What is the number of shares available to be purchased under the Plan?
The Board of Directors of the Company has reserved 300,000 shares of the
Company's Common Stock for issuance under the Plan.
13. What is the price of shares of Common Stock purchased under the Plan?
The Subscription Price for each share of Common Stock purchased under the
Plan will be 90% of the average of the closing prices of the Common Stock on the
Nasdaq National Market on the last ten trading days of the applicable
Subscription Period; provided, however, the Subscription Price shall never be
less than the $1.00 par value per share of Common Stock.
14. How may an Eligible Agency pay for shares purchased under the Plan?
The Subscription Price for shares purchased under the Plan is payable by
participants by means of three payment methods: Direct bill commission
deduction, lump-sum payment or contingent commission deduction.
15. What is the direct bill commission payment method?
Under the direct bill commission payment method, an Eligible Agency may
elect to purchase Common Stock under the Plan through deductions from its
monthly direct bill commission payment by designating that a minimum of 1% and
up to a maximum of 10% of the Eligible Agency's monthly direct bill commission
payments be withheld from the Eligible Agency's direct bill commission payments,
subject to the total subscription limit under all payment methods of $12,000 per
Subscription Period. "Direct bill commission payments" means those commissions
that are earned and actually available for payment in a monthly period to an
Eligible Agency for personal and commercial direct bill policies after all
offsetting debits and credits are applied, as determined solely from the
Company's records.
16. May an Eligible Agency that chooses the direct bill commission payment
method change the method or amount of contribution made or withheld under
the Plan?
Yes. An Eligible Agency choosing the direct bill commission payment method
may change the rate of contribution by filing a new Subscription Agreement with
the Company during the Enrollment Period for the next Subscription Period. Such
change will become effective during the next Subscription Period.
17. What is the lump-sum payment method?
Under the lump-sum payment method, an Eligible Agency may, by September 30
or March 31 of the applicable Subscription Period, elect to make lump-sum cash
payments for the purchase of Common Stock under the Plan. Lump-sum cash payments
may not be less than $1,000 per
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Subscription Period and are subject to the total subscription limit under all
methods of $12,000 per Subscription Period.
18. What is the contingent commission payment method?
During the Enrollment Period immediately preceding the October 1 through
March 31 Subscription Period, an Eligible Agency may designate a percentage of
the contingent commission payable to the participant under the terms of the
applicable agency contingency plan (or its equivalent) to be withheld for the
purchase of Common Stock under the Plan, subject to the total subscription limit
under all payment methods of $12,000 per Subscription Period.
19. Are there limitations on the amount of contributions or purchases that can
be made?
Yes. During any one Subscription Period, the total allowable
contributions for purchases from all payment methods (described in Question and
Answer 15, 17 and 18 above) for each Eligible Agency may not exceed $12,000. At
the close of each Subscription Period, each agency's contributions from all
payment methods will be totaled. If at any time throughout a Subscription
Period, an Eligible Agency's total payments exceed the $12,000 maximum amount
and the agency so requests, the Company will return the excess amount without
interest to the agency within a reasonable period. Any amount not returned will
be applied to the purchase of Common Stock during the next Subscription Period
without reducing the $12,000 limitation applicable to such Subscription Period.
20. How are purchases made under the Plan?
The Company will maintain on its books an account (a "Plan Account") for
each enrolled Eligible Agency. All contributions made by an Eligible Agency
through deductions from an Eligible Agency's direct bill commission payments and
contingent commission withholding and lump-sum payments during a Subscription
Period, up to $12,000, will be credited to the Eligible Agency's Plan Account.
At the end of each Subscription Period, the amount credited to each Eligible
Agency's Plan Account will be divided by the Subscription Price for such
Subscription Period, and the Eligible Agency's Plan Account will be credited
with the number of whole shares that results. Any amount remaining in the Plan
Account will be carried forward to the next Subscription Period without reducing
the $12,000 limitation applicable to such Subscription Period or, at the option
of the Eligible Agency, returned to the Eligible Agency. If the number of shares
subscribed for during any Subscription Period exceeds the number of shares
available for sale under the Plan, the remaining available shares will be
allocated among the participating Eligible Agencies in proportion to their
aggregate Plan Accounts balances, exclusive of any amount carried forward from a
previous Subscription Period.
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Shares; Certificates for Shares
21. May an Eligible Agency transfer, pledge, hypothecate or assign shares
credited to the agency's Plan Account?
Neither an Eligible Agency's subscription rights under the Plan nor shares
credited to the Eligible Agency's Plan Account may be transferred, pledged,
hypothecated or assigned, subject except for permitted designations as described
in Question and Answer 23.
22. Are stock certificates issued for shares of Common Stock purchased?
Stock certificates will be issued and delivered to each Eligible Agency
with respect to the shares it has purchased under the Plan within a reasonable
time thereafter.
23. In whose name are accounts maintained and certificates registered when
issued?
Accounts in the Plan will be maintained in the name of the Eligible Agency.
Consequently, certificates when issued for full shares will be registered in the
same name. An Eligible Agency may, upon written request to the Company, (a)
designate that shares be issued to a shareholder, partner, other principal or
other licensed employee of such Eligible Agency or (b) designate that any
retirement plan maintained by or for the benefit of such Eligible Agency or a
shareholder, partner, other principal or other licensed employee of such
Eligible Agency may purchase shares in lieu of such Eligible Agency through
lump-sum payments made by the designee, subject to the maximum amount limitation
of $12,000, compliance with applicable laws, including the Employee Retirement
Income Security Act of 1974, as amended, payment by the Eligible Agency or its
designee of any applicable transfer taxes and satisfaction of the Company's
usual requirements for recognition of a transfer of the Company's Common Stock.
Withdrawal from the Plan
24. How and when may an Eligible Agency withdraw from the Plan?
An enrolled Eligible Agency may withdraw from the Plan at any time by
giving written notice to the Company of the agency's desire to do so, signed on
behalf of the Eligible Agency by an authorized representative. Termination of
agency status for any reason will be treated as an automatic withdrawal. If an
agency withdraws from the Plan, such agency may not resubscribe until after the
next full Subscription Period has elapsed, and then only if it has been
redesignated by the Company as an Eligible Agency.
25. What happens to any shares held in and amounts credited to an Eligible
Agency's Plan Account at the time of withdrawal?
Promptly after the time of withdrawal or discontinuance of an Eligible
Agency's eligibility, certificates representing the whole shares held under the
Plan will be issued in the name of the
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agency, and any amount credited to an Eligible Agency's Plan Account at the time
of withdrawal will be refunded to the participant in cash without interest.
Other Information
26. What happens if the Company declares a stock split or stock dividend or
changes or exchanges its Common Stock for shares of stock or other
securities of its own or another corporation?
In the event that the outstanding shares of Common Stock of the Company are
hereafter increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company, or of another
corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend (either in
shares of the Company's Common Stock or of another class of the Company's
stock), spin-off or combination of shares, appropriate adjustments shall be made
by the Committee in the aggregate number and kind of shares that are reserved
for sale under the Plan.
27. What are the federal income tax consequences of participation by an
Eligible Agency in the Plan?
At the time of purchase, and where an Eligible Agency will be purchasing
shares of Common Stock in its own name, the Eligible Agency will be treated as
having received ordinary income in an amount equal to the difference between the
Subscription Price paid and the then fair market value of the Common Stock
acquired. At the end of each calendar year, the Company will mail to each
participating agency a Form 1099 reflecting the amount of ordinary income earned
under the Plan. The Company is entitled to a deduction at the same time in a
corresponding amount. The participating agency's basis in the Common Stock
acquired is equal to the purchase price plus the amount of ordinary income
recognized. When an agency disposes of shares of Common Stock acquired under the
Plan, any amount received in excess of the value of the shares Common Stock on
which the agency was previously taxed will be treated as a long-term or
short-term capital gain, depending upon the holding period of the shares. If the
amount received is less than that value, the loss will be treated as a
long-term, or short-term capital loss, depending upon the holding period of the
shares (which begins on the date after each share is acquired).
Each participating agency is strongly advised to consult with a tax advisor
to determine the tax consequences of a given transaction, particularly if a
taxpayer other than an Eligible Agency has been designated by the Eligible
Agency to become a participant in the Plan.
28. May the Plan be changed or discontinued?
Yes. The Company's Board of Directors has the right to amend, modify or
terminate the Plan at any time without notice as long as no participating
agency's existing rights are adversely affected as a result of such amendment,
modification or termination.
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DESCRIPTION OF CAPITAL STOCK
The authorized Common Stock of the Company consists of 10,000,000 shares,
$1.00 par value per share. As of June 1, 1996, 4,412,944 shares of Common Stock
were issued and outstanding. Each share of Common Stock is entitled to one vote.
The shares of Common Stock do not have cumulative voting rights and, therefore,
holders of more than 50% of the voting power of the Company are able to elect
all directors entitled to be elected by the stockholders. The absence of
cumulative voting and the Company's staggered board of directors, together with
the ownership of more than a majority of the Company's Common Stock by the
Mutual Company and insurance laws and regulations applicable to the acquisition
of insurance holding companies could be expected to have the effect of delaying,
averting or preventing a change in control of the Company and would probably
prevent any change in control of the Company unless the Mutual Company was in
favor of such a change. All the shares of Common Stock offered by the Company
hereby, when issued, will, upon payment therefor, be fully paid and
non-assessable. In the event of any liquidation, dissolution or winding-up of
the Company, holders of Common Stock will be entitled to share ratably in the
assets available for distribution, subject to the rights of any Preferred Stock
which may be outstanding at the time. No holder of Common Stock has any
preemptive rights. Holders of Common Stock have equal rights share for share, to
receive dividends when and if declared by the Board of Directors. There can be
no assurance that dividends will be declared in the future.
The transfer agent and registrar for the Company's Common Stock is First
Chicago Trust Company of New York.
The Company also has authorized 1,000,000 shares of Preferred Stock
issuable in series upon resolution of the Board of Directors. The Board of
Directors is authorized to establish the relative terms, rights and other
provisions of any such series of Preferred Stock. No Preferred Stock has been
issued, and the Board of Directors does not intend to issue any Preferred Stock
at the present time. The Board of Directors, without stockholder approval can
issue Preferred Stock with voting and conversion rights which could adversely
affect the voting power of the Common Stock. The issuance of Preferred Stock
could be expected to, and may have the effect of, delaying, averting or
preventing a change in control of the Company.
Delaware Law and Certain By-law Provisions
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. In general, Section 203 prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless (i)
prior to such date the board of directors of the corporation approved either the
business combination or the transaction which resulted in the stockholder
becoming an interested stockholder or (ii) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding, for determining
the number of shares outstanding, (a) shares owned by persons who are directors
or officers and (b)
11
<PAGE>
employee stock plans, in certain instances) or (iii) on or subsequent to such
date the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders by at least 66 2/3%
of the outstanding voting stock that is not owned by the interested stockholder.
The restrictions imposed by Section 203 will not apply to a corporation if (i)
the corporation's original certificate of incorporation contains a provision
expressly electing not to be governed by Section 203 or (ii) the corporation, by
the action of its stockholders holding a majority of outstanding stock, adopts
an amendment to its certificate of incorporation or by-laws expressly electing
not to be governed by Section 203 (such amendment will not be effective until 12
months after adoption and will not apply to any business combination between
such corporation and any person who became an interested stockholder of such
corporation on or prior to such adoption).
The Company has not elected out of Section 203, and the restrictions
imposed by Section 203 apply to the Company. Section 203 could, under certain
circumstances, make it more difficult for a third party to gain control of the
Company, deny stockholders the receipt of a premium on their Common Stock and
have a depressive effect on the market price of the Common Stock. Section 203
defines a business combination to include: (i) any merger or consolidation
involving the corporation and the interested stockholder, (ii) any sale,
transfer, pledge or other disposition of 10% or more of the assets of the
corporation involving the interested stockholder, (iii) subject to certain
exceptions, any transaction that results in the issuance or transfer by the
corporation of any stock of the corporation to the interested stockholder, (iv)
any transaction involving the corporation that has the effect of increasing the
proportionate share of the stock of any class or series of the corporation
beneficially owned by the interested stockholder or (v) the receipt by the
interested stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation. An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or within the prior three years did own) 15% or more of the
corporation's voting stock.
The Company's By-laws provide for a classified Board of Directors
consisting of three classes as nearly equal in size as possible, with staggered
three-year terms. The classification of the Board of Directors could have the
effect of making it more difficult for a third party to acquire, or discouraging
a third party from acquiring, control of the Company.
Limitation of Liability; Indemnification
As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation provides that directors of the Company will not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, relating to prohibited dividends, distributions and repurchases
or redemptions of stock or (iv) for any transaction from which the director
derives an improper personal benefit. However, such limitation on liability
would not apply to violations of the federal securities laws, nor does it limit
the availability of non-monetary relief in any action or proceeding against a
director. The By-laws
12
<PAGE>
include provisions for indemnification of the Company's directors and officers
to the fullest extent permitted by the Delaware General Corporation Law as now
or hereinafter in effect. Insofar as indemnification for liabilities arising
under the federal securities laws may be permitted to directors, officers and
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in such laws and is
therefore unenforceable.
USE OF PROCEEDS
The proceeds to the Company from sales of Common Stock pursuant to the Plan
will be used for general corporate purposes, including investment in and
advances to the Company's subsidiaries.
EXPERTS
The consolidated financial statements and schedules of Donegal Group Inc.
as of December 31, 1995 and 1994 and for each of the years in the three-year
period ended December 31, 1995 have been incorporated herein and in the
Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts accounting and auditing. Such reports
refer to a change in the Company's method of accounting for investment
securities by adopting the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities."
LEGAL OPINION
The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Duane, Morris & Heckscher, Philadelphia,
Pennsylvania.
13
<PAGE>
DONEGAL GROUP INC.
AGENCY STOCK PURCHASE PLAN
300,000
Shares of
Common Stock,
par value $1.00
----------
PROSPECTUS
----------
Dated: __________, 1996
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. Neither delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, any of
the securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offering in such jurisdiction.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Filing Fee -- Securities and Exchange Commission................. $1,802
Blue Sky filing fees and expenses (including legal fees)......... 200*
Accounting fees and expenses..................................... 500*
Legal fees and expenses.......................................... 3,000*
Printing and engraving........................................... 150
Miscellaneous.................................................... 348*
---------
Total................................................... $6,000
=========
- -----------------
* Estimated
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon plea of nolo
contendere or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that such person's conduct was unlawful.
In the case of an action or suit by or in the right of the corporation to
procure a judgment in its favor, Section 145 empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by reason of the fact that such
person is or was acting in any of the capacities set forth above against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation,
II-1
<PAGE>
except that indemnification is not permitted in respect of any claim, issue or
matter as to which such person is adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court deems proper.
Section 145 further provides: that a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with any action, suit or proceeding or in defense of any claim, issue or matter
therein as to which such person has been successful on the merits or otherwise;
that indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer against any
liability asserted against such person and incurred by such person in any such
capacity or arising out of such person's status as such whether or not the
corporation would have the power to indemnify such person against such liability
under Section 145. A Delaware corporation may provide indemnification only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct. Such determination is to be
made (i) by the board of directors by a majority vote of a quorum consisting of
directors who were not party to such action, suit or proceeding, or (ii) if such
a quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion or (iii)
by the stockholders.
Article Five of the Company's By-laws provides for indemnification of
directors and officers of the Company to the fullest extent permitted by the
General Corporation Law of the State of Delaware, as presently or hereafter in
effect. The By-laws of the Mutual Company also provide that the Mutual Company
shall indemnify to the full extent authorized by law any director or officer of
the Mutual Company who is made, or threatened to be made, a party to any action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person is or was serving as a director, officer or
employee of the Company at the request of the Mutual Company.
The Company provides liability insurance for directors and officers for
certain losses arising from claims or charges made against them while acting in
their capacities as directors or officers of the Company up to an aggregate of
$1,000,000 inclusive of defense costs, expenses and charges.
Additionally, as permitted by the General Corporation Law of the State of
Delaware, Article Six of the Company's Certificate of Incorporation provides
that no director of the Company shall incur personal liability to the Company or
its stockholders for monetary damages for breach of such person's fiduciary duty
as a director; provided, however, that the provision
II-2
<PAGE>
does not eliminate or limit the liability of a director for (i) any breach of
the director's duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) the unlawful payment of dividends or unlawful purchase
or redemption of stock under Section 174 of the General Corporation Law of the
State of Delaware; or (iv) any transaction from which the director derived an
improper personal benefit.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits Reference
- ------ ----------------------- ---------
<S> <C> <C>
4.1 Form of Registrant's Common Stock Cer- (a)
tificate
4.2 Certificate of Incorporation of Registrant (a)
4.3 Amended and Restated By-laws of Registrant (e)
4.4 Form of Subscription Agreement Under Filed herewith
the Donegal Group Inc. Agency Stock
Purchase Plan
5.1 Opinion of Duane, Morris & Heckscher Filed herewith
10.1 Donegal Mutual Insurance Company Money (a)
Purchase Pension Plan and Trust dated
March 12, 1985
10.2 Donegal Mutual Insurance Company Profit (a)
Sharing Plan and Trust dated March 12,
1985
10.3 Donegal Group Inc. Key Executive Incen- (b)
tive Bonus Plan dated September 29, 1986
10.4(a) Donegal Group Inc. Employee Stock (b)
Purchase Plan, as amended
10.5 Donegal Group Inc. Equity Incentive Plan, (b)
as amended
10.6 Tax Sharing Agreement dated September (a)
29, 1986 between Donegal Group Inc. and
Atlantic States Insurance Company
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits Reference
- ------ ----------------------- ---------
<S> <C> <C>
10.7 Services Allocation Agreement dated (a)
September 29, 1996 between Donegal Mutual
Insurance Company, Donegal Group Inc.
and Atlantic States Insurance Company
10.8 Proportional Reinsurance Agreement dated (a)
September 29, 1986 between Donegal
Mutual Insurance Company and Atlantic
States Insurance Company
10.9 Amendment dated October 1, 1988 to (c)
Proportional Reinsurance Agreement between
Donegal Mutual Insurance Company and
Atlantic States Insurance Company
10.10 Multi-Line Excess of Loss Reinsurance (e)
Agreement effective January 1, 1993 between
Donegal Mutual Insurance Company, Southern
Insurance Company of Virginia, Atlantic States
Insurance Company and Pioneer Mutual Insurance
Company, and Christiana General Insurance
Corporation of New York, Cologne Reinsurance Company
of America, Continental Casualty Company, Employers
Reinsurance Corporation and Munich American
Reinsurance Company
10.11 Amendment dated July 16, 1992 to (d)
Proportional Reinsurance Agreement between
Donegal Mutual Insurance Company and
Atlantic States Insurance Company
10.12 Donegal Group Inc. 1996 Employee Stock (f)
Purchase Plan
10.13 Donegal Group Inc. Agency Stock Filed herewith
Purchase Plan
10.14 Donegal Group Inc. 1996 Equity Incentive (g)
Plan
10.15 Amendment dated as of December 21, (h)
1995 to Proportional Reinsurance
Agreement between Donegal Mutual Insurance
Company and Atlantic States Insurance
Company
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits Reference
- ------ ----------------------- ---------
<S> <C> <C>
10.16 Credit Agreement dated as of (h)
December 29, 1995 between Donegal Group Inc.
and Fleet National Bank of Connecticut
10.17 Stock Purchase Agreement dated as of (h)
December 21, 1995 between Donegal Mutual
Insurance Company and Donegal
Group Inc.
13.1 1995 Annual Report to Stockholders (g)
23.1 Consent of Independent Public Accountants Filed herewith
23.2 Consent of Duane, Morris & Heckscher
(included as part of Exhibit 5.1)
24.1 Power of Attorney (see Page II-8 of this
Registration Statement)
28.1 Analysis of Losses and Loss Expenses -- (g)
Schedule P of the 1995 Annual Statement
of Donegal Mutual Insurance Company
28.2 Analysis of Losses and Loss Expenses -- (g)
Schedule P of the 1995 Annual Statement
of Atlantic States Insurance Company
28.3 Analysis of Losses and Loss Expenses -- (g)
Schedule P of the 1995 Annual Statement
of Southern Insurance Company of Virginia
28.4 Analysis of Losses and Loss Expenses -- (g)
Schedule P of the 1995 Annual Statement
of Delaware American Insurance Company
</TABLE>
- ----------
(a) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form S-1 Registration Statement No. 33-8533 declared effective
October 29, 1986.
(b) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form 10-K Report for the year ended December 31, 1986.
(c) Such exhibits is hereby incorporated by reference to exhibits in
Registrant's Form 10-K Report for the year ended December 31, 1988.
(d) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form 10-K Report for the year ended December 31, 1992.
II-5
<PAGE>
(e) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form S-2 Registration Statement No. 33-67346 declared
effective September 29, 1993.
(f) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form S-8 Registration Statement No. 333-1287 filed with the
Commission on February 28, 1995.
(g) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form 10-K Report for the year ended December 31, 1995.
(h) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form 8-K Report dated December 21, 1995.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(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.
(2) That, for the purpose of determining any liability under the Act, 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 date
of the offering.
II-6
<PAGE>
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant, 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.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe and does believe that it
meets all of the requirements for filing on Form S-2 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Marietta, Pennsylvania, on June 25, 1996.
DONEGAL GROUP INC.
By: /s/ DONALD H. NIKOLAUS
---------------------------------
Donald H. Nikolaus, President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Donald
H. Nikolaus and Ralph G. Spontak, and each or either of them, 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 attorneys-in-fact and agents 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 attorneys-in-fact and agents, or
any of them or their substitutes, may lawfully do or cause to be done by virtue
hereof.
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/ C. EDWIN IRELAND Chairman of the Board June 25, 1996
- ---------------------------- and a Director
C. Edwin Ireland
/s/ DONALD H. NIKOLAUS President and a Director June 25, 1996
- ---------------------------- (principal executive
Donald H. Nikolaus officer)
/s/ RALPH G. SPONTAK Senior Vice President, June 25, 1996
- ---------------------------- Chief Financial Officer
Ralph G. Spontak and Secretary (principal
financial and accounting
officer)
II-8
<PAGE>
/s/ PATRICIA A. GILMARTIN Director June 25, 1996
- ----------------------------
Patricia A. Gilmartin
/s/ PHILIP H. GLATFELTER, II Director June 25, 1996
- ----------------------------
Philip H. Glatfelter, II
/s/ R. RICHARD SHERBAHN Director June 25, 1996
- ----------------------------
R. Richard Sherbahn
/s/ THOMAS J. FINLEY, Jr. Director June 25, 1996
- ----------------------------
Thomas J. Finley, Jr.
/s/ ROBERT S. BOLINGER Director June 25, 1996
- ----------------------------
Robert S. Bolinger
II-9
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits Reference
- ------ ----------------------- ---------
<S> <C> <C>
4.1 Form of Registrant's Common Stock (a)
Certificate
4.2 Certificate of Incorporation of Registrant (a)
4.3 Amended and Restated By-laws of (e)
Registrant
4.4 Form of Subscription Agreement Under the Filed herewith
Donegal Group Inc. Agency Stock
Purchase Plan
5.1 Opinion of Duane, Morris & Heckscher Filed herewith
10.1 Donegal Mutual Insurance Company Money (a)
Purchase Pension Plan and Trust dated
March 12, 1985
10.2 Donegal Mutual Insurance Company Profit (a)
Sharing Plan and Trust dated March 12,
1985
10.3 Donegal Group Inc. Key Executive Incentive (b)
Bonus Plan dated September 29, 1986
10.4(a) Donegal Group Inc. Employee Stock Purchase (b)
Plan, as amended
10.5 Donegal Group Inc. Equity Incentive Plan, (b)
as amended
10.6 Tax Sharing Agreement dated September (a)
29, 1986 between Donegal Group Inc. and
Atlantic States Insurance Company
10.7 Services Allocation Agreement dated (a)
September 29, 1996 between Donegal Mutual
Insurance Company, Donegal Group Inc.
and Atlantic States Insurance Company
10.8 Proportional Reinsurance Agreement dated (a)
September 29, 1986 between Donegal
Mutual Insurance Company and Atlantic
States Insurance Company
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits Reference
- ------ ----------------------- ---------
<S> <C> <C>
10.9 Amendment dated October 1, 1988 to (c)
Proportional Reinsurance Agreement between
Donegal Mutual Insurance Company and
Atlantic States Insurance Company
10.10 Multi-Line Excess of Loss Reinsurance (e)
Agreement effective January 1, 1993 between
Donegal Mutual Insurance Company, Southern
Insurance Company of Virginia, Atlantic States
Insurance Company and Pioneer Mutual Insurance
Company, and Christiana General Insurance
Corporation of New York, Cologne Reinsurance
Company of America, Continental Casualty
Company, Employers Reinsurance Corporation
and Munich American Reinsurance Company
10.11 Amendment dated July 16, 1992 to Proportional (d)
Reinsurance Agreement between Donegal Mutual
Insurance Company and Atlantic States
Insurance Company
10.12 Donegal Group Inc. 1996 Employee Stock (f)
Purchase Plan
10.13 Donegal Group Inc. Agency Stock Filed herewith
Purchase Plan
10.14 Donegal Group Inc. 1996 Equity Incentive (g)
Plan
10.15 Amendment dated as of December 21, (h)
1995 to Proportional Reinsurance
Agreement between Donegal Mutual
Insurance Company and Atlantic States
Insurance Company
10.16 Credit Agreement dated as of December (h)
29, 1995 between Donegal Group Inc.
and Fleet National Bank of Connecticut
10.17 Stock Purchase Agreement dated as of (h)
December 21, 1995 between Donegal
Mutual Insurance Company and Donegal
Group Inc.
13.1 1995 Annual Report to Stockholders (g)
23.1 Consent of Independent Public Accountants Filed herewith
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits Reference
- ------ ----------------------- ---------
<S> <C> <C>
23.2 Consent of Duane, Morris & Heckscher
(included as part of Exhibit 5.1)
24.1 Power of Attorney (see Page II-8 of this
Registration Statement)
28.1 Analysis of Losses and Loss Expenses -- (g)
Schedule P of the 1995 Annual Statement
of Donegal Mutual Insurance Company
28.2 Analysis of Losses and Loss Expenses -- (g)
Schedule P of the 1995 Annual Statement
of Atlantic States Insurance Company
28.3 Analysis of Losses and Loss Expenses -- (g)
Schedule P of the 1995 Annual Statement
of Southern Insurance Company of Virginia
28.4 Analysis of Losses and Loss Expenses -- (g)
Schedule P of the 1995 Annual Statement
of Delaware American Insurance Company
</TABLE>
- --------------
(a) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form S-1 Registration Statement No. 33-8533 declared effective
October 29, 1986.
(b) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form 10-K Report for the year ended December 31, 1986.
(c) Such exhibits is hereby incorporated by reference to exhibits in
Registrant's Form 10-K Report for the year ended December 31, 1988.
(d) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form 10-K Report for the year ended December 31, 1992.
(e) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form S-2 Registration Statement No. 33-67346 declared
effective September 29, 1993.
(f) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form S-8 Registration Statement No. 333-1287 filed with the
Commission on February 28, 1995.
(g) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form 10-K Report for the year ended December 31, 1995.
(h) Such exhibit is hereby incorporated by reference to exhibits in
Registrant's Form 8-K Report dated December 21, 1995.
EXHIBIT 4.4
<PAGE>
EXHIBIT 4.4
DONEGAL GROUP INC.
AGENCY STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
Instruction: Please indicate the desired payment method(s) by marking the
appropriate block(s) below. (Note: 1, 2 or all 3 payment methods
may be elected up to an aggregate of $12,000 per Subscription
Period.)
On behalf of _________________________________________________ (the
"Agency"), ___________________ (insert agency number), the Agency hereby elects
to enroll in the Donegal Group Inc. Agency Stock Purchase Plan (the "Plan"). The
Agency understands that a maximum total contribution of $12,000 from all payment
methods applies for each Subscription Period. The Agency further understands
that, subject to the terms of the Plan, shares of Common Stock of the Company
will be purchased in accordance with the Prospectus, a copy of which has been
delivered to the Agency.
[ ] Direct Bill Commission Payment Method (By the End of the Applicable
Enrollment Period)
The Agency requests that ______% (not less than 1% and not more than 10% of
direct bill commissions subject to a maximum of $12,000 per Subscription
Period) of the Agency's direct bill commission be withheld from each
commission statement during the next six-month Subscription Period and for
future Subscription Periods).
[ ] Lump-Sum Payment Method (By the End of the Applicable Subscription Period)
The Agency will make a lump-sum payment (not less than $1,000 and not
greater than $12,000 per Subscription Period less amounts paid under
the direct bill commission payment method and/or the contingent
commission payment method). Enclosed is a check in the amount of
$___________ or, if no check is enclosed, a Lump-Sum Contribution
Supplemental Transmittal Statement, in the form provided to the Agency,
will be submitted with the Agency's payment by September 30 or March 31
of the respective Subscription Period.
[ ] Contingent Commission Payment Method (By the End of the Enrollment Period
Applicable to the October 1 through March 31 Subscription Period)
The Agency requests that ______% (subject to a maximum dollar amount
not greater than $12,000 per Subscription Period less amounts paid
under the direct bill commission payment method and/or the lump-sum
payment method) be deducted from the Agency's contingent commission, if
any, payable to the Agency under the applicable agency contingent plan
for the purchase of stock during the next October 1 to March 31
Subscription Period in which the contingent commission, if any, is
paid.
[complete reverse side also]
<PAGE>
Please check the applicable block:
[ ] New Participant
[ ] Change of Direct Bill Commission Withholding Percentage
[ ] Withdrawal from the Plan at the end of the current Subscription Period
[ ] Withdrawal from the Plan immediately and receive all funds withheld
for the current Subscription Period
[ ] Addition or deletion of Payment Option for current Subscription Period
______________________________________ Fed. ID No.:____________________
(Agency Name)
By: __________________________________ Date: __________________________
Title:____________________________
Note:
- ----
Registration of stock will be in the Agency's name, unless written instructions
are received pursuant to the permitted designations set forth in the Plan and
the Prospectus.
This form should be submitted to Donegal Group, Inc., 1195 River Road,
Marietta, Pennsylvania 17547, Attention: Ralph G. Spontak, Senior Vice
President, Chief Financial Officer and Secretary.
[side 2]
<PAGE>
DONEGAL GROUP INC.
AGENCY STOCK PURCHASE PLAN
Lump-Sum Contribution
Supplemental Transmittal Statement
The undersigned Agency has previously submitted, or is concurrently
submitting, to Donegal Group Inc. (the "Company") a Subscription Agreement in
connection with the Agency's participation in the Company's Agency Stock
Purchase Plan (the "Plan"). The Agency hereby elects to make a lump-sum
contribution under the Plan. For the current Subscription Period, enclosed is
$___________ to be used to purchase the Company's Common Stock in accordance
with the terms of the Plan.
Please Complete:
- ---------------
______________________________________ Fed. ID No.:____________________
(Agency Name)
By: __________________________________ Date: __________________________
Title:____________________________
Instructions:
This form should be sent to Donegal Group Inc., 1195 River Road, Marietta,
Pennsylvania 17547, Attention: Ralph G. Spontak, Senior Vice President, Chief
Financial Officer and Secretary, along with a Subscription Agreement if not
previously submitted for the Subscription Period and your check and be received
prior to September 30 or March 31 of the respective Subscription Period. The
dollar amount set forth above must be at least $1,000 and may not exceed, when
added to the amounts paid under the direct bill commission payment method and/or
the contingent commission payment method for the current Subscription Period, an
aggregate of $12,000.
EXHIBIT 5.1
<PAGE>
EXHIBIT 5.1
June 25, 1996
The Board of Directors of
Donegal Group Inc.
1195 River Road
Marietta, PA 17547
Ladies and Gentlemen:
We have acted as counsel to Donegal Group Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-2 (the "Registration Statement") relating to the offer and
sale by the Company of up to 300,000 shares (the "Shares") of Common Stock,
$1.00 par value, of the Company, pursuant to the Company's Agency Stock Purchase
Plan (the "Plan").
As counsel to the Company, we have supervised all corporate proceedings in
connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Certificate of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the authorization, sale and issuance of the Shares, and such other
documents and matters of law as we have deemed necessary or appropriate in order
to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares, when
paid for and issued in accordance with the terms and conditions of the Plan,
will be duly authorized, legally and validly issued and outstanding, fully paid
and nonassessable.
We hereby consent to the use of this opinion in the Registration Statement,
and we further consent to the reference to our name in this Prospectus under
the caption "Legal Opinion."
Sincerely,
KMS/ccc
EXHIBIT 10.13
<PAGE>
EXHIBIT 10.13
DONEGAL GROUP INC.
AGENCY STOCK PURCHASE PLAN
As adopted July 20, 1995
1. Purpose.
The Donegal Group Inc. Agency Stock Purchase Plan (this "Plan") has been
established by Donegal Group Inc. (the "Company") for the benefit of eligible
independent insurance agencies of the Company and Donegal Mutual Insurance
Company (the "Mutual Company"), and the Company's subsidiary and affiliated
insurance companies, which shall be those insurance companies 50% or more of
whose stock is owned by the Company or the Mutual Company or with which the
Mutual Company has a management agreement (collectively, the "Companies"). This
Plan provides an Eligible Agency (as defined in Section 2) an opportunity to
acquire a long-term proprietary interest in the Company through the purchase of
the Company's Common Stock at a discount from current market prices. In offering
this Plan, the Company seeks to foster the common interests of the Company and
Eligible Agencies in achieving long-term profitable growth for the Company.
Accordingly, the Company has created this Plan for the purpose of facilitating
the purchase and long-term investment in shares of the Company's Common Stock by
Eligible Agencies.
2. Eligible Agencies.
An agency designated as an Eligible Agency by the Company is thereafter
eligible to participate in this Plan. An Eligible Agency shall be an agency
that, as determined by the Company in its discretion, is an agency that brings
value to the Companies and with which the Companies seek a long-term
relationship. The eligibility criteria the Company will consider will include
the agency's premium volume, the potential growth of such premium volume, the
profitability of the agency's business and whether the agency has been placed on
rehabilitation by the Company or had its binding authority revoked. The Company,
in its discretion, may base eligibility on agency segmentation class or any
other factors that indicate value, directly or indirectly, to the Companies.
Continued eligibility will be subject to the Company's periodic review. A
pattern of immediate resale of the Common Stock acquired under this Plan by an
Eligible Agency shall be a factor in the Company's determination whether an
agency should remain eligible for continued participation in this Plan because
immediate resales would tend to indicate that an Eligible Agency is not seeking
to share in the long-term profitable growth of the Companies. A decision by the
Company, in its discretion, to discontinue the eligibility of an agency under
this Plan, will be treated as an automatic withdrawal from this Plan. See
Section 9 below.
<PAGE>
3. Methods of Payment and Amount of Contribution.
There shall be three methods of payment to purchase shares of the Company's
Common Stock under this Plan. Subject to the provisions of Section 11(b), an
Eligible Agency may elect any of the payment methods individually or in
combination. In each Subscription Period (as defined in Section 4) an Eligible
Agency may contribute an aggregate maximum of $12,000 toward the purchase of
Common Stock under all payment methods combined (the "Maximum Amount"), subject
to the limitations set forth below:
(a) An Eligible Agency may elect to purchase Common Stock through
deductions from its monthly direct bill commission payments. Under this method,
an Eligible Agency shall designate no less than 1% and no more than 10% of the
Eligible Agency's direct bill commission payments to be withheld from the
Eligible Agency's direct bill commission payments; provided, however, that no
more than $12,000 will be withheld by the Company from direct bill commission
payments during each Subscription Period. Direct bill commission payments shall
mean the commissions earned and that are actually available for payment in a
monthly period to an Eligible Agency for personal and commercial direct bill
policies after all offsetting debits and credits are applied, as determined
solely from the Company's records.
(b) An Eligible Agency may elect to purchase Common Stock during each
October 1 through March 31 Subscription Period through a deduction from the
contingent commission, if any, payable to the Eligible Agency under the
applicable agency contingent plan or its equivalent. Under this method, an
Eligible Agency shall designate a percentage of the contingent commission to be
withheld by the Company subject to the Maximum Amount.
(c) An Eligible Agency may elect to purchase Common Stock through lump-sum
payments to the Company. Under this method, the Eligible Agency shall pay to the
Company a dollar amount in a lump sum by the last day of the applicable
Subscription Period (September 30 or March 31). The amount of the lump sum
payment shall not be less than $1,000 nor more than the Maximum Amount.
At the end of each Subscription Period, each Eligible Agency's direct bill
commission payments, if any, shall be totalled and added to all lump-sum and/or
contingent commission payments, if any, made by such agency. If at any time
during a Subscription Period an Eligible Agency's total payments exceed the
Maximum Amount for that Subscription Period then, upon request by the Eligible
Agency, such excess amount shall be returned by the Company to the Eligible
Agency without interest within a reasonable period. Any such amount not returned
shall be applied to the purchase of Common Stock during the next Subscription
Period without reducing the Maximum Amount applicable to such Subscription
Period.
4. Duration of this Plan and Subscription Periods.
This Plan shall be in effect from September 15, 1996 through and including
September 30, 2001. During the term of this Plan, there will be ten semi-annual
"Subscription Periods." Each Subscription Period will extend from October 1
through March 31 or from April 1
-2-
<PAGE>
through September 30, respectively, beginning with October 1, 1996 and ending on
September 30, 2001.
5. Enrollment and Enrollment Periods.
Enrollment for participation in this Plan based on withholding from direct
bill commissions shall take place in the "Enrollment Period" preceding each
Subscription Period, which shall be from the 15th through 31st day of March and
from the 15th through the 30th day of September of each year commencing with
September 15, 1996. An Eligible Agency shall be sent a Subscription Agreement
prior to the beginning of first Enrollment Period following such agency's
designation as an Eligible Agency. An Eligible Agency that desires to subscribe
for the purchase of Common Stock through withholding from direct bill
commissions must return a duly executed and completed Subscription Agreement
during the first applicable Enrollment Period. Once enrolled, an Eligible Agency
shall continue to participate in this Plan for each succeeding Subscription
Period until it ceases to be an Eligible Agency or chooses to withdraw from this
Plan pursuant to Section 9. If an Eligible Agency desires to change its rate of
contribution, it may do so effective for the next Subscription Period by filing
a new Subscription Agreement during the Enrollment Period for the next
Subscription Period. An Eligible Agency that wishes to make lump-sum purchases
during a Subscription Period shall remit each lump-sum payment to the Company
with a supplemental Subscription Agreement by the last day of the applicable
Subscription Period (September 30 or March 31). An Eligible Agency that wishes
to make a purchase during the October 1 through March 31 Subscription Period
through designation of a portion of its contingent commission under the agency
contingent plan shall file a Subscription Agreement during the Enrollment Period
applicable to that Subscription Period.
6. Number of Shares To Be Offered.
The total number of shares to be made available under this Plan is 300,000
shares of Common Stock of the Company. In the event all 300,000 shares of Common
Stock are purchased prior to the expiration of this Plan, this Plan may be
terminated in accordance with Section 13 of this Plan.
7. Subscription Price.
The "Subscription Price" for each share of Common Stock shall be equal to
90% of the average of the closing prices of the Company's Common Stock on the
Nasdaq Stock Market on the last ten trading days of the applicable Subscription
Period; provided, however, that the Subscription Price shall never be less than
$1.00 per share.
8. Purchase of Shares.
The Company will maintain a "Plan Account" on behalf of each enrolled
Eligible Agency. As of the last day of each Subscription Period, the aggregate
amount deducted from the Eligible Agency's direct bill commission payments and
contingent commission withholding and lump-sum payments, not to exceed the
Maximum Amount permitted pursuant to Section 3 of this Plan from all three
payment methods, shall be credited to the Eligible Agency's Plan Account. At
such
-3-
<PAGE>
time, the amount then contained in the Eligible Agency's Plan Account shall be
divided by the Subscription Price for such Subscription Period and each Plan
Account will be credited with the number of whole shares that results. Any
amount remaining in the Plan Account will be carried forward to the next
Subscription Period or, at the option of the Eligible Agency, returned to the
Eligible Agency. Any amount so carried forward will not reduce the Maximum
Amount applicable to such succeeding Subscription Period. If the number of
shares subscribed for during any Subscription Period exceeds the number of
shares available for sale under this Plan, the remaining shares shall be
allocated among all Eligible Agencies in proportion to their aggregate Plan
Account balances, exclusive of any amounts carried forward as provided in
Sections 3 and 8 of this Plan. Stock certificates will be issued and delivered
to each Eligible Agency with respect to the shares it has purchased hereunder
within a reasonable time thereafter.
9. Withdrawal from this Plan.
An enrolled Eligible Agency may withdraw from this Plan at any time by
giving written notice of withdrawal to the Company, which written notice shall
be signed on behalf of the Eligible Agency by an authorized representative.
Promptly after the time of withdrawal or the discontinuance of an Eligible
Agency's eligibility, certificates representing any shares held under this Plan
shall be issued in the name of the Eligible Agency and the amount of any cash
credited to the Eligible Agency's Plan Account for the current Subscription
Period shall be refunded by the Company without interest. If an Eligible Agency
withdraws, such Eligible Agency may not resubscribe until after the next full
Subscription Period has elapsed, and then only if it has been redesignated by
the Company as an Eligible Agency.
10. Termination of Agency Status.
Termination of agency status for any reason shall be treated as an
automatic withdrawal from this Plan pursuant to Section 9.
11. Assignment and Issuance of Shares.
Except as expressly permitted by this Section 11, no Eligible Agency may
assign its subscription payments under this Plan or rights to subscribe under
this Plan to any other person (including its shareholders, partners or other
principals), and any attempted assignment shall be void. Neither an Eligible
Agency's rights under this Plan nor shares held in an Eligible Agency's Plan
Account may be transferred, pledged, hypothecated or assigned. All shares issued
under this Plan shall be titled in the name of the Eligible Agency; provided,
however, that an Eligible Agency may, upon written request to the Company: (a)
designate that such shares be issued to a shareholder, partner, other principal
or other licensed employee of such Eligible Agency, or (b) designate that any
retirement plan maintained by or for the benefit of such Eligible Agency or a
shareholder, partner, other principal or other licensed employee of such
Eligible Agency may purchase shares in lieu of such Eligible Agency through
lump-sum payments made by the designee, subject to the $12,000 Maximum Amount
limitation set forth in Section 3, compliance with applicable laws, including
the Employee Retirement Income Security Act of
-4-
<PAGE>
1974, as amended, and, if applicable, payment by the Eligible Agency or its
designee of any applicable transfer taxes and satisfaction of the Company's
usual requirements for recognition of a transfer of Common Stock of the Company.
12. Adjustment of and Changes in the Common Stock.
In the event that the outstanding shares of Common Stock of the Company are
hereafter increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company, or of another
corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend either in
shares of the Company's Common Stock or of another class of the Company's stock,
spin-off or combination of shares, appropriate adjustments shall be made by the
Committee appointed pursuant to Section 14 of this Plan in the aggregate number
and kind of shares that are reserved for sale under this Plan.
13. Amendment or Discontinuance of this Plan.
The Board of Directors of the Company shall have the right to amend, modify
or terminate this Plan at any time without notice provided that no participant's
existing rights are adversely affected thereby.
14. Administration.
This Plan shall be administered by a committee (the "Committee") consisting
of three persons appointed from time to time by the Board of Directors of the
Company. The Committee may from time to time adopt rules and regulations for
carrying out this Plan. Interpretation or construction of any provision of this
Plan by the Committee shall be final and conclusive on all persons absent
contrary action by the Board of Directors.
15. Titles.
Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Plan.
16. Applicable Law.
This Plan shall be construed, administered and governed in all respects
under the laws of the Commonwealth of Pennsylvania and the United States of
America.
-5-
EXHIBIT 23.1
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors
Donegal Group Inc.
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the registration statement.
Our reports refer to a change in the Company's method of accounting for
investment securities by adopting the provisions of Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities".
KPMG Peat Marwick LLP
Harrisburg, Pennsylvania
June 21, 1996
<PAGE>
