As filed with the Securities and Exchange Commission on January 7, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Donegal Group Inc.
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(Exact name of registrant as specified in its charter)
Delaware 23-2424711
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1195 River Road
Marietta, Pennsylvania 17547
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(Address of Principal Executive Offices) (Zip Code)
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Donegal Mutual Insurance Company 401(k) Plan
(Full title of the plan)
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Donald H. Nikolaus
President and Chief Executive Officer
Donegal Group Inc.
1195 River Road
Marietta, Pennsylvania 17547
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(Name and address of agent for service)
(717) 426-1931
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(Telephone number, including area code, of agent for service)
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Copy to:
Frederick W. Dreher, Esquire
Duane, Morris & Heckscher LLP
One Liberty Place
Philadelphia, Pennsylvania 19103-7396
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered(1) price per share(2) offering price(2) registration fee
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Common Stock, par
value $1.00 per share...... 300,000 shares $6.1565 $1,846,950 $488
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement (the "Registration Statement") also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Donegal Mutual Insurance Company 401(k) Plan (the "Plan").
(2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
per share and the proposed maximum aggregate offering price have been
computed on the basis of $6.1565 per share, the average of the high and
low sales prices of the Common Stock of the Company on the Nasdaq National
Market on January 7, 2000.
Introductory Statement Pursuant to General Instruction E to Form S-8
The shares being registered hereunder constitute an additional 300,000
shares of Common Stock of Donegal Group Inc. (the "Company") reserved for
issuance by the Company under the Donegal Mutual Insurance Company 401(k) Plan
(the "Plan"). On December 29, 1999, the Company previously registered 300,000
shares of Common Stock of the Company and an indeterminate number of interests
under the Plan for offer and sale under the Plan under the Securities Act of
1933 on Registration Statement No.333-93785 on Form S-8. Pursuant to General
Instruction E to Form S-8, with respect to the registration of additional
securities hereunder for issuance by the Company under the Plan, the contents of
the Company's Registration Statement No.333-93785 are incorporated herein by
reference.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and schedules of Donegal Group Inc.
as of December 31, 1998 and 1997, and for each of the years in the three-year
period ended December 31, 1998, have been incorporated by reference herein in
reliance upon the reports of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher LLP,
Philadelphia, Pennsylvania. As of December 17, 1999, partners of Duane, Morris
& Heckscher LLP and its affiliates beneficially owned 29,937 shares of the
Company's outstanding Common Stock, including options to purchase 3,000 shares
of the Company's Common Stock pursuant to currently exercisable stock options.
Frederick W. Dreher, a partner of Duane, Morris & Heckscher LLP, is a director
of Donegal Mutual Insurance Company.
Item 8. Exhibits.
The registrant hereby undertakes that the registrant will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
(the "IRS") in a timely manner and has made or will make all changes required
by the IRS in order to qualify the Plan.
(4) Donegal Mutual Insurance Company 401(k) Plan, as amended.
(5) Opinion of Duane, Morris & Heckscher LLP.
(23.1) Consent of KPMG LLP.
(23.2) Consent of Duane, Morris & Heckscher LLP (included with
its opinion filed as Exhibit 5.
(24) Power of Attorney (included on the signature pages hereto).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the under signed, thereunto duly
authorized, in Marietta, Pennsylvania on January 7, 2000.
DONEGAL GROUP INC.
By: /s/ Donald H. Nikolaus
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Donald H. Nikolaus, President and
Chief Executive Officer
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Donald H. Nikolaus and Ralph G. Spontak, and each
or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substi tution, for such person, and in such person's
name, place and stead, in any and all capacities to sign any or all amendments
or post-effective amendments to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and neces sary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
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- ----------------------- Chairman of the Board and
C. Edwin Ireland a Director
/s/ Donald H. Nikolaus President, Chief Executive January 7, 2000
- ---------------------- Officer and a Director
Donald H. Nikolaus (principal executive officer)
/s/ Ralph G. Spontak Senior Vice President, Chief January 7, 2000
- -------------------- Financial Officer and
Ralph G. Spontak Secretary (principal financial
and accounting officer)
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Signature Title Date
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/s/ Patricia A. Gilmartin Director January 7, 2000
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Patricia A. Gilmartin
/s/ Philip H. Glatfelter, II Director January 7, 2000
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Philip H. Glatfelter, II
/s/ R. Richard Sherbahn Director January 7, 2000
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R. Richard Sherbahn
- --------------------- Director
Thomas J. Finley, Jr.
/s/ Robert S. Bolinger Director January 7, 2000
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Robert S. Bolinger
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
administrator of the Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Marietta,
Pennsylvania on January 7, 2000.
DONEGAL MUTUAL
INSURANCE COMPANY 401(k) PLAN
By: /s/ Donald H. Nikolaus
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Donald H. Nikolaus, Trustee
By: /s/ Ralph G. Spontak
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Ralph G. Spontak, Trustee
By: /s/ Philip H. Glatfelter, II
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Philip H. Glatfelter, II, Trustee
By: /s/ Daniel J. Wagner
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Daniel J. Wagner, Trustee
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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(4) Donegal Mutual Insurance Company 401(k) Plan, as amended.
(5) Opinion of Duane, Morris & Heckscher LLP.
(23.1) Consent of KPMG LLP.
(23.2) Consent of Duane, Morris & Heckscher LLP (included with its
opinion filed as Exhibit 5.
(24) Power of Attorney (included on the signature pages hereto).
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