SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 17, 1998
MERCHANTS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9640 16-1280763
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
250 Main Street, Buffalo, New York 14202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 849-3333
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This document contains 5 pages.
The Exhibit Index is located on Page 4.
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Item 5. Other Events
On June 17, 1998, the Registrant issued the press release
attached hereto as Exhibit 99, which is incorporated herein by this reference.
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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 of
the undersigned hereunto duly authorized.
Date: June 23, 1998 MERCHANTS GROUP, INC.
By: s/BRENT D. BAIRD
Brent D. Baird
Director, President
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EXHIBIT INDEX
Exhibit No. Description Sequentially Numbered Page
99 Press Release dated June 17, 1998 5
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PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Brent D. Baird
President - Merchants Group, Inc.
(716) 849-1484
BUFFALO, N.Y., June 17, 1998 - MERCHANTS GROUP, INC. (AMEX- MGP) announced
today that Merchants Mutual Insurance Company ("Mutual") has filed with the
Securities and Exchange Commission Amendment No. 1 (the "Amendment") to the
Schedule 13D which Mutual previously filed with the Securities and Exchange
Commission on March 31, 1998. The Amendment recites the fact that, beginning in
early June, 1998, representatives of the Company and Mutual have had preliminary
discussions regarding the possible terms and conditions upon which Mutual might
offer to purchase all of the stock of the Company. The discussions included a
possible purchase price, the status of Mutual's efforts to secure the financing
for such a purchase, the legal and regulatory conditions that would have to be
satisfied in order for such a purchase to be consummated, the changes, if any,
that might be made to the termination provisions of the Management Agreement
between the Company, Mutual and Merchants Insurance Company of New Hampshire,
Inc. ("MNH") and other terms of a potential offer. As the Amendment further
states, Mutual has not presented an offer to the Company and there can be no
assurance that Mutual will present an offer to the Company or whether such an
offer would be accepted or as to whether Mutual would be able to secure the
financing and regulatory approvals necessary to complete any such offer, if made
and accepted. Mutual advised the Company that Mutual continues to work
diligently on financing alternatives and has committed to keep the Company
apprised of its efforts. Mutual reported in the Amendment that it believes that
in the event that it were to make an offer it should be able to obtain the
financing and regulatory approvals necessary to acquire the Company, provided
that the purchase price is no higher than the market price of the Company's
common stock as of the date of the Amendment.
The Company, through its wholly-owned subsidiary MNH, offers property and
casualty insurance through independent agents to preferred risk individuals and
businesses in the northeast United States. The Company is headquartered in
Buffalo, New York.
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