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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SAFETY INSURANCE GROUP, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 6331 13-4181699
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Classification Code Number) Identification No.)
incorporation or organization)
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20 CUSTOM HOUSE STREET
BOSTON, MA 02110
(617) 951-0600
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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WILLIAM J. BEGLEY, JR.
CHIEF FINANCIAL OFFICER AND SECRETARY
SAFETY INSURANCE GROUP, INC.
20 CUSTOM HOUSE STREET
BOSTON, MA 02110
(617) 951-0600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
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Robert S. Rachofsky Jeff S. Liebmann
LeBoeuf, Lamb, Greene & MacRae, L.L.P. Jonathan L. Freedman
125 West 55th Street Dewey Ballantine LLP
New York, NY 10019-5389 1301 Avenue of the Americas
New York, NY 10019-6092
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Approximate date of commencement of the proposed sale of the securities to
the public: As soon as practicable after the Registration Statement becomes
effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-87056
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE(3)
Common Stock, $.01 par value 7,400,000 $12.00 $88,800,000 $11,556
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(1) Includes 900,000 shares of Common Stock that may be sold pursuant to the
Underwriters' over-allotment option.
(2) This Registration Statement relates to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-87056) (the "Prior Registration
Statement"). In accordance with Rule 462(b) under the Securities Act of
1933, as amended, the amount of securities registered under the Prior
Registration Statement (6,900,000 shares of common stock) is carried forward
to this Registration Statement, and an additional amount of securities
(500,000 shares of common stock) is registered hereby.
(3) This amount includes $11,004 which the registrant has previously paid toward
the registration fee for the prior Registration Statement.
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Incorporation By Reference of Registration Statement on Form S-1, File
No. 333-87056
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Safety
Insurance Group, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-87056) declared effective on November 12,
2002 by the Securities and Exchange Commission (the "Commission"), including the
exhibits and power of attorney thereto and each of the documents filed by the
Registrant with the Commission and incorporated or deemed to be incorporated by
reference therein.
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EXHIBITS
The following exhibits are filed herewith:
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EXHIBIT
NUMBER DESCRIPTION
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5 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. regarding
the legality of the securities being registered
(incorporated by reference to Exhibit 5 to the Registration
Statement on Form S-1 (File No. 333-87056))
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(incorporated by reference to Exhibit 5 to the Registration
Statement on Form S-1 (File No. 333-87056))
24 Power of Attorney (incorporated by reference to Exhibit 24
to the Registration Statement on Form S-1 (File No.
333-87056))
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boston, Commonwealth of
Massachusetts, on November 21, 2002.
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SAFETY INSURANCE GROUP, INC.
By: /s/ WILLIAM J. BEGLEY, JR.
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Name: William J. Begley, Jr.
Title: Chief Financial Officer, Vice President
and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
* Chief Executive Officer,
------------------------------------------- President November 21, 2002
David F. Brussard and Director
/s/ WILLIAM J. BEGLEY, JR. Chief Financial Officer,
------------------------------------------- Vice President and November 21, 2002
William J. Begley, Jr. Secretary
*
------------------------------------------- Director November 21, 2002
A. Richard Caputo, Jr.
*
------------------------------------------- Director November 21, 2002
John W. Jordan II
*
------------------------------------------- Director November 21, 2002
David W. Zalaznick
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*By: /s/ WILLIAM J. BEGLEY, JR.
-------------------------------------- November 21, 2002
AS ATTORNEY-IN-FACT
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