UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
DONEGAL GROUP INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
257701 10 2
(CUSIP Number)
Ralph G. Spontak, Senior Vice President, Chief Financial Officer and Secretary
Donegal Mutual Insurance Company
1195 River Road, Marietta, Pennsylvania 17547
(717) 426-1931
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 6, 1995
(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 12 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 257701 10 2
Page 2 of 12 Pages
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donegal Mutual Insurance Company
I.R.S. I.D. No. 23-1336198
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
N/A
(a) ______
(b) ______
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
N/A
- ------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,507,633 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,507,633 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,507,633 shares
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%
14
TYPE OF REPORTING PERSON (See Instructions)
IC HC
<PAGE>
Item 1. Security and Issuer.
Item 1 is hereby restated in its entirety as follows:
This Amendment No. 5 to Schedule 13D of Donegal Mutual Insurance
Company ("DMIC") relates to the Common Stock, $1.00 par value, of
Donegal Group Inc. ("DGI"). The principal executive offices of DGI are
located at 1195 River Road, Marietta, Pennsylvania 17547.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented as follows:
On September 29, 1995, pursuant to an agreement among DGI, DMIC and Donald
H. Nikolaus, DMIC purchased 25,000 shares of DGI's Common Stock directly from
Mr. Nikolaus in a private transaction at a price of $17.00 per share,
representing the closing bid price per share of DGI Common Stock on the Nasdaq
Stock Market on September 29, 1995, for a total cost of $425,000. A copy of this
agreement is attached as Exhibit M to this Amendment No. 5.
On November 6, 1995, pursuant to an agreement among DGI, DMIC and William
H. Shupert, DMIC purchased 32,000 shares of DGI's Common Stock directly from Mr.
Shupert in a private transaction at a price of $18.00 per share, representing
the closing bid price per share of DGI Common Stock on the Nasdaq Stock Market
on November 6, 1995, for a total cost of $576,000. A copy of this agreement is
attached as Exhibit N to this Amendment No. 5.
All of the purchases by DMIC described herein were made with funds derived
from DMIC s working capital.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented as follows:
As previously reported, on December 15, 1994, DMIC s Board of Directors
authorized DMIC, once all necessary regulatory approval was received, to
purchase up to 300,000 shares of DGI s Common Stock over the next 12 months in
transactions that, to the extent shares are purchased in open market
transactions, meet the conditions set forth in Rule 10b-18 as promulgated by the
Securities and Exchange Commission. On December 22, 1994, the Pennsylvania
Insurance Commissioner issued an order which exempted DMIC s purchases of up to
300,000 shares of Common Stock of DGI from the notice and approval provisions of
Section 1402(a)(1) of the Pennsylvania Insurance Company Law of 1921, as
amended. A copy of this order was attached as Exhibit I to Amendment No. 3 of
this Schedule 13D filed with the Securities and Exchange Commission on January
6, 1995.
The shares of DGI Common Stock purchased by DMIC as reported in Item 3 of
this Amendment No. 5 pursuant to the authorization and approval described in
this Item 4, were purchased to increase DMIC s investment in DGI because the
DMIC Board of Directors believes the purchase of the shares represented an
attractive investment opportunity and, by increasing DMIC s percentage ownership
of DGI, will provide greater financial flexibility to DMIC in the future. DMIC
reserves the right in the future to purchase additional shares of DGI Common
Stock, subject to an aggregate limit of the 300,000 shares noted above, in
private transactions directly with holders of DGI Common Stock as well as in
open market transactions that meet the requirements of Rule 10b-18.
Whether DMIC purchases any additional shares of DGI, and the amount and
timing of any such purchases, will depend on DMIC s continuing assessment of
relevant factors, including without limitation the following: the availability
of shares of DGI Common Stock at particular price levels, DGI s business and
prospects, other investment opportunities available to DMIC, DMIC s business and
prospects, general economic conditions, stock market conditions, conditions and
prospects in the insurance industry generally and other plans and capital
requirements of DMIC. Since DMIC already has control of DGI (and has had such
control since DGI s formation), none of DMIC s purchases or possible future
purchases, in the opinion of DMIC, has had or will have any effect on the
control of DGI.
Except as stated herein, neither DMIC nor, to the best knowledge of DMIC,
any of the executive officers or directors of DMIC, has any plans or proposals
that relate to or would result in: (a) the acquisition by any person of
additional securities of DGI, or the disposition of securities of DGI; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving DGI or any of its subsidiaries; (c) a sale or transfer of
a material amount of assets of DGI or any of its subsidiaries; (d) any change in
the present Board of Directors or management of DGI, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of DGI; (f) any other material change in DGI s business or
corporate structure; (g) changes in DGI s charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of DGI by any person; (h) causing a class of securities of DGI to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national securities
association; (i) a class of equity securities of DGI becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated above. DMIC and the other persons identified in Item 2 of Amendment
No. 4 to this Schedule 13D may formulate plans or proposals with respect to one
or more of the foregoing in the future.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby supplemented and amended as follows:
(a) The following persons and entity beneficially own the number of shares
of Common Stock of DGI set forth opposite their respective names:
<TABLE>
<CAPTION>
Percent of Outstanding
Name Number of Shares Common Stock(1)
<S> <C> <C>
DMIC 2,507,633 58.8%
Donald H. Nikolaus(2) 63,827 1.5
Ralph G. Spontak(3) 58,348 1.3
Cyril J. Greenya(4) 10,555 -
Harry E. Newman 4,332 -
James B. Price(5) 12,753 -
Robert G. Shenk(6) 11,937 -
William H. Shupert 2,602 -
Daniel J. Wagner 935 -
Frank J. Wood(7) 12,692 -
Patricia A. Gilmartin 1,200 -
Philip H. Glatfelter, II 1,400 -
Charles A. Heisterkamp, III, M.D. - -
John E. Hiestand 700 -
C. Edwin Ireland(8) 5,000 -
R. Richard Sherbahn 100 -
--------- ----
2,690,014 62.6%
</TABLE>
- ---------------------
(1) Percentages have been rounded to the nearest tenth.
Less than 1% unless otherwise indicated.
(2) Includes 40,000 shares of Common Stock which Mr. Nikolaus has the
option to purchase, all of which are currently exercisable.
(3) Includes 53,000 shares of Common Stock which Mr. Spontak has the
option to purchase, all of which are currently exercisable.
(4) Includes 10,000 shares of Common Stock which Mr. Greenya has the
option to purchase, all of which are currently exercisable.
(5) Includes 10,000 shares of Common Stock which Mr. Price has the
option to purchase, all of which are currently exercisable.
(6) Includes 10,000 shares of Common Stock which Mr. Shenk has the
option to purchase, all of which are currently exercisable.
(7) Includes 10,000 shares of Common Stock which Mr. Wood has the
option to purchase, all of which are currently exercisable.
(8) Mr. Ireland owns these shares jointly with his wife.
(b) All of the persons and the entity described in Item 5(a) have sole
voting power and sole dispositive power over all of the shares described in Item
5(a), except that Mr. Ireland has shared voting and dispositive power over the
5,000 shares which he owns with his wife.
(c) As noted in Item 3, DMIC purchased an aggregate of 58,200 shares of DGI
Common Stock on September 29, 1995 and November 6, 1995 directly from two
stockholders in private transactions.
To the best knowledge of DMIC, none of the other persons named in Item 5(a)
has purchased or disposed of any shares of DGI Common Stock in the past 60 days,
except that Donald H. Nikolaus exercised stock options to purchase a total of
25,000 shares and sold 25,000 shares to DMIC and William H. Shupert exercised
stock options to purchase 33,200 shares and sold 32,000 shares to DMIC, as
described in Items 3 and 4 of this Amendment No. 5.
Item 7. Materials to be filed as Exhibits.
Exhibit M Agreement dated as of September 29, 1995 among Donegal
Group, Inc., Donegal Mutual Insurance Company and
Donald H. Nikolaus.
Exhibit N Agreement dated as of November 6, 1995 among Donegal
Group, Inc., Donegal Mutual Insurance Company and
William H. Shupert.
<PAGE>
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.
DONEGAL MUTUAL INSURANCE COMPANY
By: s/ Ralph G. Spontak
---------------------------
Ralph G. Spontak, Senior
Vice President, Chief
Financial Officer and
Secretary
Dated: November 13, 1995
<PAGE>
Exhibit Index
The exhibits listed below are being filed with this Amendment No.
5. For a complete listing of the exhibits filed with this Schedule
13D, see Amendment No. 4 to this Schedule 13D.
Exhibit Exhibit Name Page
Number
Exhibit M Agreement, dated as of September 29, 9
1995, among Donegal Group, Inc.,
Donegal Mutual Insurance Company and
Donald H. Nikolaus.
Exhibit N Agreement dated as of November 6, 1995 11
among Donegal Group, Inc., Donegal Mutual
Insurance Company and William H. Shupert.
<PAGE>
EXHIBIT M
AGREEMENT
This Agreement is hereby entered into as of this 29th day of
September, 1995 among Donegal Group Inc. ("DGI"), Donegal Mutual Insurance
Company (the "Mutual Company") and Donald H. Nikolaus (the "Optionholder").
RECITALS:
WHEREAS, DGI has granted the following stock options (the "Options") to
purchase common stock ("Common Stock") of DGI to the Optionholder:
A. Options to purchase 35,000 shares of Common Stock granted pursuant to a
Nonqualified Stock Option Agreement dated December 31, 1986 at an exercise price
of $9.00 per share, of which options to purchase 10,000 shares were exercised as
of June 15, 1995;
B. Options to purchase 5,000 shares of Common Stock granted
pursuant to an Incentive Stock Option Agreement dated December 31, 1986
at an exercise price of $9.00 per share; and
C. Options to purchase 60,000 shares of Common Stock granted
pursuant to a Nonqualified Stock Option Agreement dated as of September
1, 1991 at an exercise price of $12.00 per share; and
WHEREAS, the Optionholder desires to exercise options to purchase the
25,000 shares remaining under his 1986 Nonqualified Stock Option Agreement
referenced in recital A hereto and the Mutual Company desires to purchase from
the Optionholder the 25,000 shares (the "Shares") to be thereby acquired by the
Optionholder, all in accordance with the terms and provisions of this Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. The Optionholder hereby notifies DGI of his exercise of, and hereby
exercises, Options to purchase 25,000 shares of Common Stock under the
Nonqualified Stock Option Agreement referenced in recital A hereto for an
aggregate exercise price of $225,000 (the "Exercise Price"). Contemporaneously
with such exercise, the Mutual Company is hereby purchasing the Shares from the
Optionholder at a purchase price of $17.00 per share, representing the closing
bid price per share of DGI Common Stock on the Nasdaq Stock Market on September
29, 1995, for an aggregate purchase price of $425,000 (the "Purchase Price").
2. The Optionholder hereby acknowledges, agrees and directs that the Mutual
Company (a) deduct the Exercise Price from the Purchase Price and (b) pay the
Exercise Price to DGI as set forth in paragraph 4 hereof.
3. The Optionholder understands that the Mutual Company is obligated to
withhold taxes with respect to the Shares in the aggregate amount of $66,720
(the "Withholding Amount"). The Optionholder hereby acknowledges, agrees and
directs that the Mutual Company (a) deduct the Withholding Amount from the
Purchase Price and (b) retain the Withholding Amount as set forth in paragraph 4
hereof.
4. Upon the execution and delivery of this Agreement, the Mutual Company
agrees to pay the Purchase Price by (a) paying the Exercise Price to DGI, (b)
retaining the Withholding Amount and (c) paying the $133,280 balance of the
Purchase Price to the Optionholder.
5. DGI hereby acknowledges the exercise of the Options and
the payment of the Exercise Price and agrees to deliver a stock certif-
icate registered in the name of the Mutual Company representing the
Shares.
6. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors, personal representatives
and assigns.
7. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original Agreement, and all of which shall constitute one
Agreement to be effective as of the date of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
DONEGAL GROUP INC.
By: /s/ Ralph G. Spontak
-----------------------------------
Ralph G. Spontak, Senior Vice
President, Chief Financial
Officer and Secretary
DONEGAL MUTUAL INSURANCE COMPANY
By: /s/ Daniel J. Wagner
-----------------------------------
Daniel J. Wagner, Treasurer
/s/ Donald H. Nickolaus
-------------------------------------
Donald H. Nikolaus
-2-
<PAGE>
EXHIBIT N DM&H DRAFT OF 11/7/95
AGREEMENT
This Agreement is hereby entered into as of this 6th day of
November, 1995 among Donegal Group Inc. ("DGI"), Donegal Mutual Insurance
Company (the "Mutual Company") and William H. Shupert (the "Optionholder").
RECITALS:
WHEREAS, DGI has granted the following stock options (the "Options") to
purchase common stock ("Common Stock") of DGI to the Optionholder:
A. Options to purchase 12,000 shares of Common Stock granted
pursuant to a Nonqualified Stock Option Agreement dated December 31,
1986 at an exercise price of $9.00 per share;
B. Options to purchase 1,200 shares of Common Stock granted
pursuant to an Incentive Stock Option Agreement dated December 31, 1986
at an exercise price of $9.00 per share; and
C. Options to purchase 20,000 shares of Common Stock granted
pursuant to a Nonqualified Stock Option Agreement dated as of September
1, 1991 at an exercise price of $12.00 per share; and
WHEREAS, the Optionholder desires to exercise his Options to purchase the
33,200 shares referenced in recitals A, B and C hereto and the Mutual Company
desires to purchase from the Optionholder 32,000 of the shares (the "Shares") to
be thereby acquired by the Optionholder, all in accordance with the terms and
provisions of this Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. The Optionholder hereby notifies DGI of his exercise of, and hereby
exercises, Options to purchase 33,200 shares of Common Stock under the Incentive
and Nonqualified Stock Option Agreements referenced in recitals A, B and C
hereto for an aggregate exercise price of $358,800 (the "Exercise Price").
Contemporaneously with such exercise, the Mutual Company is hereby purchasing
the Shares from the Optionholder at a purchase price of $18.00 per share,
representing the closing bid price per share of DGI Common Stock on the Nasdaq
Stock Market on November 6, 1995, for an aggregate purchase price of $576,000
(the "Purchase Price").
2. The Optionholder hereby acknowledges, agrees and directs that the Mutual
Company (a) deduct the Exercise Price from the Purchase Price and (b) pay the
Exercise Price to DGI as set forth in paragraph 4 hereof.
<PAGE>
3. The Optionholder understands that the Mutual Company is obligated to
withhold taxes with respect to the Shares in the aggregate amount of $76,060.80
(the "Withholding Amount"). The Optionholder hereby acknowledges, agrees and
directs that the Mutual Company (a) deduct the Withholding Amount from the
Purchase Price and (b) retain the Withholding Amount as set forth in paragraph 4
hereof.
4. Upon the execution and delivery of this Agreement, the Mutual Company
agrees to pay the Purchase Price by (a) paying the Exercise Price to DGI, (b)
retaining the Withholding Amount and (c) paying the $141,139.20 balance of the
Purchase Price to the Optionholder.
5. DGI hereby acknowledges the exercise of the Options and
the payment of the Exercise Price and agrees to deliver a stock certificate
registered in the name of the Mutual Company representing the Shares.
6. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors, personal representatives
and assigns.
7. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original Agreement, and all of which shall constitute one
Agreement to be effective as of the date of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
DONEGAL GROUP INC.
By: /s/ Ralph G. Spontak
----------------------------------
Ralph G. Spontak, Senior Vice
President, Chief Financial
Officer and Secretary
DONEGAL MUTUAL INSURANCE COMPANY
By: /s/ Donald H. Nikolaus
---------------------------------
Donald H. Nikolaus, President
/s/ William H. Shupert
---------------------------------
William H. Shupert
PH1\177971.2
-2-
