SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 30, 2003
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HARLEYSVILLE GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14697 51-0241172
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
355 Maple Avenue, Harleysville, Pennsylvania 19438
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(Address of principal executive offices) (Zip Code)
(215) 256-5000
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Registrant's telephone number, including area code
N/A
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(Former name or former address, if changed since last report.)
Item 5. Other Events
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On September 30, 2003, the boards of directors of Harleysville Mutual
Insurance Company and Harleysville Group Inc. issued a press release announcing
that Walter R. Bateman, Chairman of the Board and Chief Executive Officer of
both companies has informed the boards of his decision to retire as of December
31, 2003. The boards also announced the election of Michael L. Browne as the
new non-executive Chairman of the Board for each company.
The information concerning the changes to the boards of directors contained
in the press release follows:
HARLEYSVILLE, PA-SEPTEMBER 30, 2003-The boards of directors of Harleysville
Mutual Insurance Company and Harleysville Group Inc. announced today that Walter
R. Bateman, CPCU, chairman of the board and chief executive officer of both
companies and president of Harleysville Mutual, has informed the boards of his
decision to retire as of December 31, 2003. The boards also announced the
election of Michael L. Browne as the new non-executive chairman of the board for
each company.
Harleysville Mutual owns 56 percent of Harleysville Group Inc. (Nasdaq:
HGIC), a publicly traded holding company for nine regional property/casualty
insurance companies.
The boards of directors issued the following statement:
"Harleysville Insurance has benefited from Walt Bateman's executive
leadership during his 15 years with the company. At this time, we want to
acknowledge his numerous accomplishments. Under his leadership, Harleysville
Insurance completed a number of significant acquisitions-including those of the
Lake States Insurance Company in 1993, Minnesota Fire and Casualty Insurance
Company in 1997, Boyertown Mutual Insurance Company in 1997 and the 2003
acquisition of the Penn Mutual Insurance Company business-which together
facilitated the organization's expansion from 18 states to its current presence
in 32 states. On a consolidated basis, the companies' direct written premiums
have grown 75 percent-to nearly $1.2 billion-since 1991, and Harleysville
Group's market capitalization went from $264 million at year-end 1991 to $790
million in 2002. In 1999, Walt spearheaded Harleysville's strategy to become the
premier provider of insurance products and services for small business and
individuals, and has driven the strategic consolidation and branding of
Harleysville's various regional companies and its positioning theme 'Good people
to know.'
"The boards of directors are pleased to announce the election of Michael
Browne as non- executive chairman. Michael has served as a director of
Harleysville Group since it went public in 1986. He was elected to Harleysville
Mutual's board today. We believe that the appointment of an independent chairman
with Michael's experience and industry stature will prove beneficial to both
companies and their key stakeholders."
Browne currently oversees the international insurance practice group for
the law firm of Reed Smith, LLP, in Philadelphia, Pennsylvania. He joined Reed
Smith as a partner in 1983, and served as managing partner of its Delaware
Valley regional office from 1993 through 2000. He was appointed to his current
position in 2001. From 1980 to 1983, Browne was the Insurance Commissioner of
the Commonwealth of Pennsylvania.
Browne earned a bachelor's degree from Princeton University and a juris
doctor from the University of Pennsylvania School of Law. He is a member of the
Pennsylvania Bar, and serves on the board of trustees of Temple University.
"I am honored to serve as chairman of Harleysville's board," Browne
commented. "As we work through this transition period, we now focus our
attention on identifying the best person to serve as chief executive officer of
Harleysville Insurance. We have begun a full exploration of the longer-term
options we have contemplated in our leadership succession plans. Until a new
chief executive officer is named, the Harleysville senior management team will
report to the board of directors. We have the utmost confidence that the senior
management team will ensure that the companies maintain momentum in the
advancement of our strategy and on a course for long-term growth and
prosperity."
Walter Bateman joined Harleysville in 1988 as senior vice president of
field operations and was elected a director, president and chief operating
officer in 1992. He was named chief executive officer in 1994 and appointed
chairman of the boards of both companies in 1998.
Bateman is a graduate of the Wharton School of the University of
Pennsylvania and Fairleigh Dickinson University. He serves on several industry
and community boards, including the National Association of Independent
Insurers, the American Institute for Property and Liability Underwriters and
Insurance Institute of America, Insurance Services Office and the North Penn
United Way.
Harleysville Insurance, "Good people to know," is a premier provider of
insurance products and services for small businesses and individuals, and ranks
among the top 60 U.S. property/casualty insurance groups based on net written
premiums. Harleysville Group Inc. (Nasdaq: HGIC) is a publicly traded holding
company for nine regional property/casualty insurance companies collectively
rated A (Excellent) by A.M. Best Company. Harleysville Insurance, which
distributes its products through independent insurance agents, operates in 32
Eastern and Midwestern states. Further information can be found on the company's
Web site.
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Certain of the statements contained herein (other than statements of historical
facts) are forward-looking statements. Such forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and include estimates and assumptions related to economic,
competitive and legislative developments. These forward-looking statements are
subject to change and uncertainty that are, in many instances, beyond the
company's control and have been made based upon management's expectations and
beliefs concerning future developments and their potential effect on
Harleysville Group Inc. There can be no assurance that future developments will
be in accordance with management's expectations so that the effect of future
developments on Harleysville Group will be those anticipated by management.
Actual financial results including premium growth and underwriting results could
differ materially from those anticipated by Harleysville Group depending on the
outcome of certain factors, which may include changes in property and casualty
loss trends and reserves; catastrophe losses; the insurance product pricing
environment; changes in applicable law; government regulation and changes
therein that may impede the ability to charge adequate rates; changes in
accounting principles; performance of the financial markets; fluctuations in
interest rates; availability and price of reinsurance; and the status of the
labor markets in which the company operates.
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.
HARLEYSVILLE GROUP INC.
Registrant
/s/Roger A. Brown
September 30, 2003 -----------------------------
Roger A. Brown
Senior Vice President, Secretary
& General Counsel