AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 2001
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
ERIE INDEMNITY COMPANY
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(Exact name of registrant as specified in its charter)
Pennsylvania 25-0466020
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Erie Insurance Place
Erie, Pennsylvania 16530
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(Address of Principal Executive Offices) (Zip Code)
____________________
ERIE INDEMNITY COMPANY
LONG-TERM INCENTIVE PLAN
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(Full title of plan)
____________________
Jan R. Van Gorder, Esquire
Senior Executive Vice President,
Secretary and General Counsel
Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania 16530
_______________________________________
(Name and address of agent for service)
(814) 870-2000
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(Telephone number, including area code,
of agent for service)
____________________
Copy to:
Frederick W. Dreher, Esquire
Duane, Morris & Heckscher LLP
4200 One Liberty Place
Philadelphia, Pennsylvania 19103-7396
(215) 979-1234
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
To be registered registered(1) price per share(2) offering price(2) registration fee
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<S> <C> <C> <C> <C>
Class A 32,449 shares $28.59375 $927,839 $232
Common Stock,
no par value
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</TABLE>
(1) This registration statement registers shares to be offered and sold
under Registrant's Long-Term Incentive Plan (the "Plan"). This
registration statement also registers such additional shares as may be
required to be issued under the Plan in the event of a stock dividend,
reverse stock split, split-up, reclassification or other similar event.
(2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering
price per share and the proposed maximum aggregate offering price have
been computed on the basis of $28.59375 per share, the average of the
high and low prices of the Class A Common Stock of Registrant on The
Nasdaq National Market on January 4, 2001.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following material is incorporated herein by reference:
(a) The Annual Report on Form 10-K of Erie Indemnity Company (the
"Company") for the fiscal year ended December 31, 1999 as filed by the Company
with the Securities and Exchange Commission (the "Commission") on March 23,
2000;
(b) The Company's Form 10-Q Report for the quarter ended March 31, 2000
as filed by the Company with the Commission on April 19, 2000;
(c) The Company's Form 10-Q Report for the quarter ended June 30, 2000
as filed by the Company with the Commission on July 19, 2000;
(d) The Company's Form 10-Q Report for the quarter ended September 30,
2000 as filed by the Company with the Commission on October 20, 2000; and
(e) The description of the Company's Class A Common Stock set forth in
the Company's Form 10/A Registration Statement (Registration No. 0-24000)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
filed with the Commission on August 4, 1994 including any amendment or report
filed for the purpose of updating such description.
All reports or other documents filed pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement, in each case filed by the Company prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein 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 herein by reference, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
No answer to this item is required because the class of securities to be
offered is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the provisions for indemnification of directors and
officers in the Pennsylvania Business Corporation Law (the "BCL"), which
applies to the Company, the Company's Bylaws provide for indemnification of
directors and officers for all expense, liability and loss (including
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without limitation attorneys' fees, judgments, fines, taxes, penalties
and amounts paid in settlement) reasonably incurred or suffered by such person
in any threatened, pending or completed action, suit or proceeding (including
without limitation an action, suit or proceeding by or in the right of the
Company), whether civil, criminal, administrative, investigative or through
arbitration, unless the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful
misconduct or recklessness. The right to indemnification provided in the
Company's Bylaws includes the right to have the expenses incurred by such
person in defending any proceeding paid by the Company in advance of the final
disposition of the proceeding to the fullest extent permitted by Pennsylvania
law; provided that, if Pennsylvania law continues so to require, the payment
of such expenses incurred by such person in advance of the final disposition
of a proceeding may be made only upon delivery to the Company of an
undertaking, by or on behalf of such person, to repay all amounts so advanced
without interest if it is ultimately determined that such person is not
entitled to be indemnified under the Company's Bylaws or otherwise.
Indemnification under such provisions continues as to a person who has ceased
to be a director or officer of the Company and inures to the benefit of his or
her heirs, executors and administrators.
The Bylaws of the Company also avail directors of the Pennsylvania law
limiting directors' liability for monetary damages for any action taken or any
failure to take any action to those cases where they have breached their
fiduciary duty under the BCL and such breach constitutes self-dealing, willful
misconduct or recklessness, provided, however, that this limitation does not
apply to the responsibilities or liabilities of a director pursuant to any
criminal statute or to the liabilities of a director for payment of taxes
pursuant to local, state or federal law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
4.1 Erie Indemnity Company Long-Term Incentive Plan. (Incorporated by
reference to the like-titled exhibit to the Company's Form 10-K Annual
Report for the year ended December 31, 1997 that was filed with the
Commission on March 25, 1998.)
5.1 Opinion of Duane, Morris & Heckscher LLP.
23.1 Consent of Duane, Morris & Heckscher LLP (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of Brown, Schwab, Bergquist & Co.
24 Power of Attorney (included on the signature pages hereto).
ITEM 9. UNDERTAKINGS.
The registrant hereby undertakes:
(a) 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");
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(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 percent 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(b) 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 offer
thereof; and
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement 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.
The undersigned registrant hereby further undertakes that, 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Erie, Pennsylvania on January 5, 2001.
ERIE INDEMNITY COMPANY
By:/s/ Stephen A. Milne
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Stephen A. Milne,
President and Chief Executive Officer
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Stephen A. Milne and Jan R. Van Gorder, and
each or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution, for such person, and in such
person's name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amendments to this 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 in and about the
premises, 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, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
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/s/ Stephen A. Milne President, Chief Executive Officer January 5, 2001
-------------------------- and Director
Stephen A. Milne (Principal Executive Officer)
/s/ Philip A. Garcia Executive Vice President January 5, 2001
-------------------------- and Chief Financial Officer
Philip A. Garcia (Principal Financial Officer)
/s/ Timothy G. NeCastro Senior Vice President January 5, 2001
-------------------------- and Controller
Timothy G. NeCastro (Principal Accounting Officer)
/s/ Jan R. Van Gorder Senior Executive Vice President, January 5, 2001
-------------------------- Secretary, General Counsel and
Jan R. Van Gorder Director
-------------------------- Director January , 2001
Samuel P. Black, III
/s/ J. Ralph Borneman, Jr. Director January 5, 2001
--------------------------
J. Ralph Borneman, Jr.
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-------------------------- Director January , 2001
Patricia Garrison-Corbin
-------------------------- Director January , 2001
Susan Hirt Hagen
/s/ F. William Hirt Director January 5, 2001
--------------------------
F. William Hirt
-------------------------- Director January , 2001
Samuel P. Katz
/s/ Claude C. Lilly, III Director January 2, 2001
--------------------------
Claude C. Lilly, III
/s/ Henry N. Nassau Director January 5, 2001
--------------------------
Henry N. Nassau
/s/ John M. Petersen Director January 5, 2001
--------------------------
John M. Petersen
/s/ Robert C. Wilburn Director January 5, 2001
--------------------------
Robert C. Wilburn
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EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
EXHIBIT NO. EXHIBIT REFERENCE
4.1 Erie Indemnity Company Long-Term Incentive Plan. *
5.1 Opinion of Duane, Morris & Heckscher LLP. Filed herewith
23.1 Consent of Duane, Morris & Heckscher LLP (included
in their opinion filed as Exhibit 5.1).
23.2 Consent of Brown, Schwab, Bergquist & Co. Filed herewith
24 Power of Attorney (see page II-5 of this
Registration Statement).
__________________________
* Incorporated by reference to the like-titled exhibit to the Company's
Form 10-K Annual Report for the year ended December 31, 1997 that was filed
with the Commission on March 25, 1998.
