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) July 23, 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
This document contains 6 pages.
The Exhibit Index is located on Page 4.
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Item 5. Other Events
On July 23, 1998, the Registrant delivered a Notice of
Termination of Management Agreement to Merchants Mutual Insurance Company, a
copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference, and issued a press release concerning the Notice, a copy of which is
attached hereto as Exhibit 99.2 and incorporated herein by this reference.
<PAGE>
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: July 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
99.1 Notice to of Termination of Management 6
Agreement with Merchants Mutual Insurance
Company
99.2 Press Release dated July 23, 1998 5
EXHIBIT 99.1
MERCHANTS GROUP, INC.
250 Main Street
Buffalo, New York 14202
July 23, 1998
Merchants Mutual Insurance Company
250 Main Street
Buffalo, New York 14202
Attn: Randall Clark, Chairman of the Board
Re: Management Agreement made by and among Merchants
Mutual Insurance Company ("Mutual"), Merchants
Insurance Company of New Hampshire, Inc. ("MNH")
and Merchants Group, Inc. ("MGI") dated
as of September 29, 1986 (the "Management Agreement")
Dear Randy:
MGI hereby gives notice that it is terminating the Management
Agreement. This notice, although given pursuant to the Management Agreement, in
no way is to be construed as a waiver of any rights that MGI may have concerning
the validity or enforceability of the Management Agreement or any part thereof
or of any of MGI's or MNH's rights thereunder.
Very truly yours,
MERCHANTS GROUP, INC.
By: S/BRENT D. BAIRD
Brent D. Baird, President
EXHIBIT 99.2
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Brent D. Baird
President - Merchants Group, Inc.
(716) 849-1484
BUFFALO, N.Y., July 23, 1998 - MERCHANTS GROUP, INC. (AMEX-
MGP) announced it has elected to give notice of termination of the Management
Agreement dated September 29, 1986 among Merchants Mutual Insurance Company,
Merchants Insurance Company of New Hampshire, Inc. ("MNH") and the Company. The
Management Agreement provides that Merchants Mutual will act as agent for the
Company and MNH, the Company's operating subsidiary, in managing the day-to-day
insurance business of MNH. Under its terms, the Management Agreement will
terminate five years after the date of the notice.
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.
