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): October 28, 2004
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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 28, 2004, Harleysville Group Inc. issued a press release
reporting its earnings for the quarter ended September 30, 2004 (furnished
hereunder as Exhibit 99.1 and incorporated herein).
The information provided in this Form 8-K, Item 2.02, Results of
Operations and Financial Condition, is being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934
("Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall such information be deemed incorporated by reference in any filing under
the Securities Act of 1933, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
In addition to disclosing results that are determined in accordance with
U.S. generally accepted accounting principles (GAAP), the company also
discloses non-GAAP information on operating earnings. Management believes
information on operating earnings is useful to investors. Management has
historically employed operating earnings as a valuable measurement of the
underlying profitability of the Company's insurance operations since it excludes
the impact of the Company's investment results.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On October 28, 2004, Harleysville Group Inc. issued a press
release reporting that Bruce J. Magee, Senior Vice President and Chief Financial
Officer, had stated his intention to resign effective sometime late in the first
quarter of 2005, or in the second quarter of 2005, following the completion of
financial reporting for 2004 and the orderly transition to his successor. The
Registrant also announced that a search for Mr. Magee's successor had been
commenced. A copy of the press release is attached hereto as Exhibit 99.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Press release "Harleysville Group Reports Third Quarter 2004
Results" dated October 28, 2004.
Exhibit 99.2 Press release "Harleysville Group Announces CFO Bruce Magee Plans
to Step Down in 2005; Company Appoints Robert Kauffman as General Counsel" dated
October 28, 2004.
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/ Bruce J. Magee
October 28, 2004 ----------------------------
Bruce J. Magee
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated October 28, 2004 of Harleysville
Group Inc. (furnished pursuant to Item 2.02 hereof).
99.2 Press release dated October 28, 2004 of Harleysville
Group Inc. (furnished pursuant to Item 5.02 hereof).