UNITED STATES 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): January 10, 2005 ----------------- HARLEYSVILLE GROUP INC. ------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-14697 51-0241172 - --------------------------- -------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 355 Maple Avenue, Harleysville, Pennsylvania 19438 - -------------------------------------------- --------- (Address of principal executive offices) (Zip Code) (215) 256-5000 --------------------------------------------------- Registrant's telephone number, including area code Not Applicable ---------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13 ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On January 10, 2005, the Harleysville Group, Inc. (the "Company") entered into a Change In Control Agreement with Akhil Tripathi, Senior Vice President and Chief Information Officer of the Company. The terms of such agreement are those described in Item 1.01 of the Company's Report on Form 8-K originally filed with the Securities and Exchange Commission on January 6, 2005. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS 10.1 Form of Change In Control Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed on January 6, 2005). 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 January 14, 2005 /s/Robert A. Kauffman ---------------------------- Robert A. Kauffman Senior Vice President, Secretary & General Counsel EXHIBIT INDEX -------------- Exhibit No. Description 10.1 Form of Change In Control Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed January 6, 2005) (furnished pursuant to Item 1.01 hereof).