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 11, 2005
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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
Not Applicable
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(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 240.13e-4c)
ITEM 1.01. AMENDMENT TO MATERIAL DEFINITIVE AGREEMENTS.
(a) On January 17, 2005, the Harleysville Group, Inc. (the "Company")
entered into amended Change In Control Agreements with the following two (2)
officers.
Name Title
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Thomas E. Clark Senior Vice President - Field Operations
Theodore A. Majewski Senior Vice President - Personal Lines
The agreements expressly supersede prior change in control agreements of
substantially like tenor. The amended agreements increase (1) the amount
payable under the agreements from one time annual rate of salary and bonus to
two times annual rate of salary and bonus and (2) the period of time for
continuance of benefits from twelve months to twenty-four months. Otherwise the
terms of such agreements 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On January 17, 2005, Harleysville Group Inc. issued a press release
reporting that M. Lee Patkus, President and Chief Operating Officer, had stated
his intention to resign effective January 21, 2005, to move on to another
professional opportunity in the insurance industry. A copy of the press release
is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 10.1 Form of Change In Control Agreement
Exhibit 99.1 Press release "Harleysville Insurance announces Resignation of M.
Lee Patkus" dated January 17, 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
/s/Robert A. Kauffman
January 18, 2005 ----------------------------
Robert A. Kauffman
Senior Vice President,
General Counsel and
Chief Governance Officer
EXHIBIT INDEX
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Exhibit No. Description
10.1 Form of Change In Control Agreement (furnished
pursuant to Item 1.01 hereof).
99.1 Press release dated January 17, 2005 Harleysville
Group Inc. (furnished pursuant to Item 5.02 hereof).