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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
ERIE INDEMNITY COMPANY
(Name of Issuer)
Class B Common Stock
(Title of Class of Securities)
29530P-201
(CUSIP Number)
SUSAN HIRT HAGEN
c/o ROGER W. RICHARDS, ESQ.
RICHARDS & ASSOCIATES, P.C.
100 STATE STREET, SUITE 440
ERIE, PENNSYLVANIA 16507-1456
(814) 455-0370
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
LAWRENCE LEDERMAN, ESQ.
ROBERT S. REDER, ESQ.
MILBANK, TWEED, HADLEY & McCLOY LLP
1 CHASE MANHATTAN PLAZA
NEW YORK, NY 10005
January 12, 2001
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
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SCHEDULE 13D
CUSIP NO.: 29530P-201
(1) NAME OF REPORTING PERSON: Susan Hirt Hagen
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: Not Applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: 12
(8) SHARED VOTING POWER: 1,170
(9) SOLE DISPOSITIVE POWER: 12
(10) SHARED DISPOSITIVE POWER: 1,170
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,182
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/X/
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 38.5%
(14) TYPE OF REPORTING PERSON: IN
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This Amendment No. 3 amends the statement on Schedule 13D originally
filed with the Securities and Exchange Commission on December 10, 1999 (as
amended, the "Schedule 13D"), with respect to the Class B Common Stock, no par
value (the "Class B Common Stock"), of Erie Indemnity Company, a Pennsylvania
corporation (the "Company"). Other than as set forth herein, there has been no
material change in the information set forth in the Schedule 13D. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Schedule 13D.
This Amendment No. 3 is being filed by Susan Hirt Hagen ("Mrs. Hagen").
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended to add the following:
In December 1999, Mrs. Hagen submitted a proposal to the
Nominating Committee of the Company's Board of Directors identifying eleven
individuals (including herself) as potential candidates for election to the
Board of Directors at the 2000 Annual Meeting of Shareholders of the Company.
The Nominating Committee rejected all of Mrs. Hagen's candidates and, in so
doing, failed to renominate Mrs. Hagen to the Board. On April 24, 2000, the
President Judge of the Erie County Pennsylvania Court of Common Pleas, Hon.
William R. Cunningham, granted Mrs. Hagen a preliminary injunction enjoining the
Company from prohibiting her from nominating candidates for election as
directors at the 2000 Annual Meeting. A copy of the Opinion and Order of April
24, 2000 by Judge Cunningham is attached hereto as Exhibit 5 and incorporated
herein by reference. Accordingly, at the 2000 Annual Meeting, Mrs. Hagen
nominated her eleven candidates to stand for election in opposition to the
candidates nominated by the Nominating Committee. Five of Mrs. Hagen's nominees
(Patricia Garrison-Corbin, Susan Hirt Hagen, Samuel P. Katz, Claude C. Lilly III
and Henry N. Nassau) and seven Nominating Committee nominees were duly elected
by the shareholders. As a result, five incumbent directors were not re-elected.
For the 2001 Annual Meeting, which is tentatively scheduled
for April 24, 2001, Mrs. Hagen has not heard of nor seen a report of the
Nominating Committee regarding its slate of nominees for election as directors
at that meeting. Mrs. Hagen also does not know whether and to what extent the
size of the Board will be increased or whether the Nominating Committee will
nominate all of the current directors, including the five directors nominated by
Mrs. Hagen and elected at the 2000 Annual Meeting. The Company's advance notice
Bylaw provides that, for the 2001 Annual Meeting, shareholders must submit the
names of proposed nominees for election as directors at that meeting between
December 12, 2000 and January 12, 2001. In the absence of an announced slate
from the Nominating Committee, and in light of the advance notice provisions of
the Company's Bylaws, Mrs. Hagen is forced to act now to propose candidates for
election as directors to assure that highly qualified, experienced and
independent individuals dedicated to safeguarding the core principles practiced
by H.O. Hirt, the Company's co-founder, and to responding to the long-range
goals and needs of the Company, its shareholders and its other constituencies
will be nominated for election to the Board.
Therefore, on January 12, 2001, Mrs. Hagen delivered a Notice
of Shareholder Proposals With Respect to 2001 Annual Meeting (the "Notice") to
the Nominating Committee of the Board and the Secretary of the Company in
accordance with the advance notice provisions of the Company's Bylaws. The
Notice describes five shareholder proposals to be offered at the
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2001 Annual Meeting, including a proposal that nine individuals (the "Hagen
Nominees"), five of whom (Patricia Garrison-Corbin, Susan Hirt Hagen, Samuel P.
Katz, Claude C. Lilly, III and Henry N. Nassau) currently serve on the Board,
be considered by the Nominating Committee of the Board of Directors for election
as directors at the 2001 Annual Meeting. Assuming that the size of the Board
remains at 12 and that the five Hagen Nominees who are current members of the
Board and at least two additional Hagen Nominees are a part of the Nominating
Committee slate, Mrs. Hagen has indicated to the Company a willingness to
support the selection by the Nominating Committee of any of the following other
current directors: Samuel P. Black, III, F. William Hirt, Stephen A. Milne, John
M. Petersen and Robert C. Wilburn.
If any of the five Hagen Nominees who are current directors
and at least two other Hagen Nominees are not selected by the Nominating
Committee when it announces its slate, the Notice also constitutes a proposal by
Mrs. Hagen to nominate all of those Hagen Nominees not included on the
Nominating Committee's slate for election as directors of the Company at the
2001 Annual Meeting. Mrs. Hagen has indicated to the Company that while she
prefers that the size of the Board remain at 12, which management has stated is
the ideal size, if the Board is increased beyond 12 she will nominate all the
Hagen Nominees that are not included on the Nominating Committee slate. In
addition, she has reserved the right to nominate additional candidates at the
2001 Annual Meeting if the size of the Board is increased above 16, the current
maximum number permitted by the Company's Bylaws.
Mrs. Hagen has agreed to indemnify each Hagen Nominee who does
not currently serve as a director of the Company from and against any losses
incurred by such Hagen Nominee resulting from, relating to or arising out of the
nomination of such Hagen Nominee for election as a director of the Company at
the 2001 Annual Meeting. Each Hagen Nominee has agreed to be named a nominee for
election as director of the Company at the 2001 Annual Meeting and to serve if
nominated and elected as a director.
The Notice also proposes three amendments to the Company's
Bylaws for consideration by the shareholders at the 2001 Annual Meeting. The
first such amendment would require that the Company publicly disclose the names
of the Nominating Committee's nominees for election as directors at the next
Annual Meeting of shareholders in advance of the date of such meeting, and that
shareholders present any additional nominees no later than 30 days after the
public announcement of the Nominating Committee's nominees. The second such
amendment would impose higher independence standards for membership on certain
committees of the Board. The third such amendment would create a Principal
Officers Selection Committee for purposes of implementing procedures for the
selection of the Company's principal officers and their successors from time to
time.
Except as described above in this Item, Mrs. Hagen has no
present plans or proposals that relate to or would result in any of the actions
enumerated in paragraphs (a) to (j) of Item 4 of Schedule 13D.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended to add the following
exhibits:
5. Opinion and Order of April 24, 2000 by Hon. William R.
Cunningham, President Judge, Court of Common Pleas, Erie
County, Pennsylvania, 83 Erie County L.J. 120 (C.P. Erie Cty.
2000).
6. Letter to Erie Indemnity Company from Susan Hirt Hagen in
relation to Notice of Shareholder Proposals With Respect to
2001 Annual Meeting, dated January 12, 2001.
7. Notice of Shareholder Proposals With Respect to 2001 Annual
Meeting, dated January 12, 2001.
8. Form of Indemnification Agreement by and between Mrs. Hagen
and each of the Hagen Nominees who is not currently serving as
a director of the Company.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Susan Hirt Hagen
Susan Hirt Hagen
January 12, 2001
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EXHIBIT INDEX
Exhibit Description
1. Letter to Erie Indemnity Company from Susan Hirt Hagen in
relation to Notice of Shareholder Proposals With Respect to
2000 Annual Meeting, dated December 29, 1999 (previously filed
in Amendment No. 1 to the Schedule 13D dated December 29,
1999).
2. Notice of Shareholder Proposals With Respect to 2000 Annual
Meeting, dated December 29, 1999 (previously filed in
Amendment No. 1 to the Schedule 13D dated December 29, 1999).
3. Form of Indemnification Agreement by and between Mrs. Hagen
and each Hagen Nominee (previously filed in Amendment No. 1 to
the Schedule 13D dated December 29, 1999).
4. Complaint, Motion for a Preliminary Injunction and a
Supporting Memorandum of Law filed on March 9, 2000 by Susan
Hirt Hagen in the Court of Common Pleas, Erie County,
Pennsylvania against the Company (previously filed in
Amendment No. 2 to the Schedule 13D dated March 9, 2000).
5. Opinion and Order of April 24, 2000 by Hon. William R.
Cunningham, President Judge, Court of Common Pleas, Erie
County, Pennsylvania, 83 Erie County L.J. 120 (C.P. Erie Cty.
2000).
6. Letter to Erie Indemnity Company from Susan Hirt Hagen in
relation to Notice of Shareholder Proposals With Respect to
2001 Annual Meeting, dated January 12, 2001.
7. Notice of Shareholder Proposals With Respect to 2001 Annual
Meeting, dated January 12, 2001.
8. Form of Indemnification Agreement by and between Mrs. Hagen
and each of the Hagen Nominees who is not currently serving as
a director of the Company.
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