UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 6, 1998
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Commission File Number 33-94670-01
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FARMERS GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of
incorporation or organization)
95-0725935
(IRS Employer Identification No.)
4680 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90010
(Address of principal executive offices)(Zip Code)
(323) 932-3200
(Registrants telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On December 22, 1997, Zurich Insurance Company ("Zurich"), a company
organized under the laws of Switzerland, and B.A.T Industries p.l.c. ("B.A.T
Industries"), a public limited company organized under the laws of England
and Wales, entered into a Merger Agreement (as amended, the "Merger
Agreement") pursuant to which the financial services business of B.A.T
Industries (which included Registrant) was combined with Zurich's business
to form a new global insurance and financial services company known as Zurich
Financial Services ("ZFS"), a company organized under the laws of Switzerland.
In accordance with the terms of the Merger Agreement: (a) on June 15, 1998,
South Western Nominees Limited, a wholly owned English subsidiary of B.A.T
Industries, paid to B.A.T Industries a dividend in kind of all of the
outstanding shares of Common Stock, par value $1.00 per share (the "Prior
Stock"), of Registrant, (b) on September 4, 1998, B.A.T Industries paid to
B.A.T Reconstructions Limited ("B.A.T Reconstructions"), an English limited
liability company, a dividend in kind of all of the outstanding shares of
Prior Stock, (c) thereafter on September 4, 1998, each two shares of the
outstanding Prior Stock were recapitalized into (i) one share of Class A
Common Stock, par value $1.00 per share (the "Ordinary Shares"), of Registrant
and (ii) one share of Class B Common Stock, par value $1.00 per share (the
"Income Shares"), of Registrant; (d) on September 5, 1998, pursuant to a
liquidation of B.A.T Reconstructions under Section 110 of the U.K. Insolvency
Act 1986, the Ordinary Shares and Income Shares were transferred to Allied
Zurich Holdings, p.l.c. ("Allied Zurich Holdings"), a public limited company
organized under the laws of England and Wales, and a wholly owned subsidiary
of Allied Zurich p.l.c. ("Allied Zurich"), a public limited company organized
under the laws of England and Wales; (e) on September 6, 1998, Allied Zurich
Holdings transferred the Ordinary Shares to Allied Zurich; (f) on
September 7, 1998, Allied Zurich contributed the Ordinary Shares to ZFS; and
(g) on September 7, 1998, Allied Zurich contributed the ordinary shares of
Allied Zurich Holdings to ZFS and retained certain income shares of Allied
Zurich Holdings.(1)
As a result, the Ordinary Shares of Registrant became wholly owned by ZFS and
the Income Shares of Registrant became wholly owned by Allied Zurich
Holdings.(2) ZFS is 43% owned by Allied Zurich and 57% owned by Zurich Allied
A.G. ("Zurich Allied"), a Swiss company formed in the restructuring of
Zurich.(3) Allied Zurich is a public company listed on the London Stock
Exchange and Zurich Allied is a public company listed on the Zurich Stock
Exchange.
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(1) The income shares issued by Allied Zurich Holdings enable dividends to be
paid directly to Allied Zurich, if determined to be necessary. These income
shares do not have any material rights to capital and, except in certain
limited circumstances, have no voting rights.
(2) The Ordinary Shares and Income Shares issued by Registrant each have
separate dividend rights enabling different dividends to be paid to Allied
Zurich Holdings and ZFS, if determined to be necessary. The Income Shares do
not have any rights to capital. In addition, the holders of Ordinary Shares
are entitled to one vote per share upon election of directors and on all other
matters upon which stockholders generally are entitled to vote while the
holders of the Income Shares are entitled to one-ninth vote per share upon all
such matters.
(3) ZFS has issued income shares to Allied Zurich and may issue income shares
to Zurich Allied to enable different dividends to be paid to Allied Zurich and
Zurich Allied, if determined to be necessary. These income shares do not have
any rights to capital and, except in certain limited circumstances, have no
voting rights.
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 by the undersigned hereunto duly authorized.
Farmers Group, Inc.
(Registrant)
September 24, 1998 /s/ Anthony L.R. Clark
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Date Senior Vice President and
Chief Financial Officer