MERCHANTS GROUP INC
8-K, 1995-07-06
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                           ------------------------

                                   FORM 8-K

                                CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of the

                       Securities Exchange Act of 1934


Date of Report  (Date of earliest event reported)          June 30, 1995
                                                 ------------------------------

                            MERCHANTS GROUP, INC.
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


Delaware                                1-9640                  16-1280763
- -------------------------------------------------------------------------------
(State or other jurisdiction         (Commission            (I.R.S. Employer
       of incorporation)             File Number)           Identification No.)



250 Main Street, Buffalo, New York                               14202
- -------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code            (716) 849-3333
                                                  -----------------------------



                       This document contains 6 pages.

                   The Exhibit Index is located on Page 4.
<PAGE>   2
                                   FORM 8-K
                            MERCHANTS GROUP, INC.
                            ---------------------


Item 5.  Other Events
         ------------
        
         On June 30, 1995, the Registrant and Merchants Mutual Insurance
Company issued the press release attached hereto as Exhibit 99, which is
incorporated herein by this reference.





                                     -2-
<PAGE>   3
                                  SIGNATURES


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



Date : July 5, 1995                     MERCHANTS GROUP, INC.

                                        By:  /s/ Robert M. Zak
                                             -----------------
                                             Robert M. Zak,
                                             Senior Vice President, Chief
                                             Operating Officer, Chief
                                             Financial Officer and
                                             Secretary




                                     -3-
<PAGE>   4
                                EXHIBIT INDEX

                                                                Sequentially
Exhibit No.                     Description                     Numbered Page
- -----------                     -----------                     -------------

        99                   Press Release dated June                  5
                             June 30, 1995







                                     -4-

<PAGE>   1
                                  EXHIBIT 99
<logo>  
Merchants 
Insurance 
Group

Press Release


Merchants Group, Inc.
250 Main Street, Buffalo, NY 14202
Contact:         Robert M. Zak
Phone:   (716)849-3101
FAX:     (716)849-3270


FOR IMMEDIATE RELEASE

                ** MERCHANTS GROUP, INC. AND MERCHANTS MUTUAL
                INSURANCE COMPANY ANNOUNCE EXECUTIVE CHANGES**


- - JUNE 30, 1995 -

        Merchants Group, Inc. (AMEX-MGP) And Merchants Mutual Insurance Company
announced today that James F. Marino, Chairman, President and Chief Executive
Officer, has left the Companies to pursue other interests.  Mr. Marino had
been with Merchants Mutual since 1973, became President and Chief Executive
Officer in 1981, and assumed the same positions with Merchants Group, Inc. upon
its formation in 1986.  Mr. Marino led the Companies through difficult
financial times in the early 1980's and, through a series of capital
transactions, restored confidence in their financial strength.  At Merchants
Mutual's request, Mr. Marino will serve as a consultant to that company for a
multi-year period.

        Merchants Group and Merchants Mutual have elected Robert M. Zak Chief
Operating Officer, with other senior managers reporting to him.  Mr. Zak is
Senior Vice President, Chief Financial Officer and a Director of the
Merchants companies, positions he will retain.  Mr. Zak, who has been with the
Merchants companies since 1985, will assume responsibility for the day-to-day
operations of the Companies.  A Buffalo native, Mr. Zak is active in community
affairs in Western New York, with a special focus on the local chapter of the
National Multiple Sclerosis Society.



                                   **MORE**
- --------------------------------------------------------------------------------
                                     -5-
<PAGE>   2
        Richard E. Garman was elected Chairman of the Board of Directors of
Merchants Group.  Mr. Garman is the owner of A.B.C. Paving Company in Buffalo,
New York.  Brent D. Baird, a Merchants Group director and a Buffalo-based
private investor, was elected President of Merchants Group.

        Richard W. Michaels was elected Chairman and President of Merchants
Mutual.  Mr. Michaels is a member of Merchants Mutual's Board of Directors and
is the Chairman of the Foreguard Agencies, Inc., an independent insurance
agency in Orchard Park, New York.  Mr. Michaels will immediately resign his
position at the Foreguard Agencies, where he will be succeeded by his son,
Thomas Michaels.

        Merchants Mutual manages the insurance business of Merchants Group and
its subsidiary, Merchants Insurance Company of New Hampshire, Inc., under a
management agreement.  Together, the insurance companies offer property and
casualty insurance products to individuals and small and medium sized
businesses in the Northeast United States through a network of 650 independent
insurance agencies.  Approximately 65% of the Companies' insurance business is
conducted in New York state.

        The Companies, which are headquartered in Buffalo, indicated that no
immediate changes are anticipated in their day-to-day operations as a result of
the executive changes.  The Companies will continue to sell insurance products
through independent agencies, which are serviced by Strategic Business Centers
located throughout their operating territories.  Mr. Zak stated that "our
dedicated and professional employees and outstanding independent insurance
agencies will continue to work together to provide the products and services
desired by insurance consumers."

                                     -6-


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