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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 2001
Registration No. 333-[_______]
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MERCURY GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-221-1612
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification)
4484 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90010
(323) 937-1060
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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GABRIEL TIRADOR
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
4484 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90010
(323) 937-1060
(Name, address, including zip code, and telephone number,
including area code, of registrant's agent for service of process)
COPIES TO:
THOMAS W. DOBSON, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the registration statement becomes effective, as determined
by market and other conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE AGGREGATE AGGREGATE AMOUNT OF
TITLE OF SECURITIES REGISTERED PRICE PER OFFERING REGISTRATION
TO BE REGISTERED (1)(2) UNIT(3) PRICE(2)(3) FEE
- ----------------------------------------------------------------------------------------------------
Debt Securities $300,000,000 100% $300,000,000 $75,000
(1) An indeterminate principal amount of debt securities of Mercury General as
may from time to time be issued at indeterminate prices, as shall result
in an aggregate initial offering price for all debt securities in an
amount not to exceed $300,000,000.
(2) This amount represents the principal amount of any debt securities issued
at their stated principal amount and the issue price of any debt
securities issued at other than the stated principal amount.
(3) Estimated solely for the purpose of calculating the registration fee,
which is calculated in accordance with Rule 457(o) of the rules and
regulations under the Securities Act of 1933, exclusive of accrued
interest, if any.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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The information in this preliminary prospectus is not complete and may be
changed. We may not sell these debt securities until the registration statement
filed with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell these debt securities and it is not
soliciting an offer to buy these debt securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION, DATED JUNE 4, 2001
PRELIMINARY PROSPECTUS
$300,000,000
MERCURY GENERAL CORPORATION
DEBT SECURITIES
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We may offer and sell the debt securities from time to time in one or
more offerings. This prospectus provides you with a general description of the
debt securities we may offer.
Each time we sell debt securities, we will provide a supplement to this
prospectus that contains specific information about the offering and the terms
of the debt securities. The supplement may also add, update or change
information contained in this prospectus. You should carefully read this
prospectus and the accompanying prospectus supplement, as well as the
information we refer to under "Where You Can Find More Information," before you
invest in any of our debt securities.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE DEBT SECURITIES OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this prospectus is ___________, 2001
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TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS.........................................................2
FORWARD-LOOKING STATEMENTS....................................................3
WHERE YOU CAN FIND MORE INFORMATION...........................................4
MERCURY GENERAL CORPORATION...................................................5
USE OF PROCEEDS...............................................................5
RATIO OF EARNINGS TO FIXED CHARGES............................................6
DESCRIPTION OF DEBT SECURITIES................................................7
PLAN OF DISTRIBUTION.........................................................17
EXPERTS......................................................................18
LEGAL MATTERS................................................................18
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we
filed with the United States Securities and Exchange Commission. By using a
shelf registration statement, we may sell up to $300,000,000 aggregate offering
price of debt securities described in this prospectus from time to time and in
one or more offerings. This prospectus only provides you with a general
description of the debt securities that we may offer. Each time we sell debt
securities, we will provide a supplement to this prospectus that contains
specific information about the terms of the debt securities. The supplement may
also add, update or change information contained in this prospectus. Before
purchasing any debt securities, you should carefully read both this prospectus
and the accompanying prospectus supplement, together with the additional
information described under the heading "Where You Can Find More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus and in any prospectus supplement. We have not
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We will not make an offer to sell these debt securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus and the accompanying prospectus supplement is
accurate as of the dates on their respective covers. Our business, financial
condition, results of operations and prospects may have changed since those
dates.
When we refer to "we," "our" and "us" in this prospectus, we mean
Mercury General Corporation, excluding, unless the context otherwise requires or
as otherwise expressly stated, our subsidiaries. When we refer to "you" or
"yours," we mean the offerees or holders of the applicable series of debt
securities.
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FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement, and the
documents they incorporate by reference may contain statements that are not
historical fact and constitute "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements are
indicated by words or phrases such as "believe," "intend," "anticipate,"
"estimate," "plan," "project," "continuing," "ongoing," "expect," "may,"
"should," "management believes," "we believe," "we intend" and other similar
words or phrases. These statements may address, among other things, our strategy
for growth, business development, regulatory approvals, market position,
expenditures, financial results and reserves. Forward-looking statements are not
guarantees of performance and are subject to risks and uncertainties posed by
factors and events that could cause our actual business, prospects and results
of operations to differ materially from the historical information contained in
this prospectus and from those that may be expressed or implied by the
forward-looking statements. Factors that could cause or contribute to such
differences include, among others:
- the intense competition currently existing in the California automobile
insurance markets,
- our success in expanding our business in states outside of California,
- the impact of potential third party "bad-faith" legislation,
- changes in laws or regulations, third party relations and approvals, and
decisions of courts, regulators and governmental bodies, particularly in
California,
- our ability to obtain the approval of the California Insurance
Commissioner for premium rate changes for private passenger automobile
policies issued in California and similar rate approvals in other
states where we do business,
- our success in integrating and profitably operating the businesses we
have acquired,
- the level of investment yields we are able to obtain with our
investments in comparison to recent yields,
- the cyclical and general competitive nature of the property and casualty
insurance industry and general uncertainties regarding loss reserve
estimates, and
- other uncertainties, all of which are difficult to predict and many of
which are beyond our control.
These risks and uncertainties are discussed in more detail under
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in our Annual Report on Form 10-K for the year ended
December 31, 2000, our Quarterly Report on Form 10-Q for the three-month period
ended March 31, 2001, and other documents we have filed with the SEC. You may
obtain copies of these documents as described under "Where You Can Find More
Information" in this prospectus.
We assume no obligation to update any forward-looking statements as a
result of new information or future events or developments. Investors are
cautioned not to place undue reliance on any forward-looking statements, which
speak only as of the date of this prospectus or, in the case of any document we
incorporate by reference, the date of that document. Investors also should
understand that it is not possible to predict or identify all factors and should
not consider the risks set forth above to be a complete statement of all
potential risks and uncertainties. If the expectations or assumptions underlying
our forward-looking statements prove inaccurate or if risks or uncertainties
arise, actual results could differ materially from those predicted in any
forward-looking statements.
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WHERE YOU CAN FIND MORE INFORMATION
AVAILABLE INFORMATION
Mercury General files reports, proxy statements and other information
with the SEC. Information we file with the SEC can be inspected and copied at
the Public Reference Room maintained by the SEC and at the SEC's Regional
Offices at the following addresses:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2551
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. Further information on the operation of the
SEC's Public Reference Room in Washington, D.C. can be obtained by calling the
SEC at 1-800-SEC-0330.
The SEC also maintains a web site that contains reports, proxy
statements and other information about issuers, such as us, who file
electronically with the SEC. The address of that web site is http://www.sec.gov.
Our common stock is listed on the New York Stock Exchange (NYSE: MCY),
and reports, proxy statements and other information concerning us can also be
inspected at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005. Our web site address is http://www.mercuryinsurance.com.
The information on our web site, however, is not, and should not be deemed to
be, a part of this prospectus.
This prospectus is part of a registration statement that we filed with
the SEC. The full registration statement may be obtained from the SEC or us. The
indenture is filed as an exhibit to the registration statement. Statements in
this prospectus about the indenture are summaries. You should refer to the
actual document for a more complete description of the indenture and the debt
securities.
INCORPORATION BY REFERENCE
The rules of the SEC allow us to incorporate information into this
prospectus by reference, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
and later information that we file with the SEC will automatically update and
supersede that information. Specifically, this prospectus incorporates by
reference the documents listed or described below that have been previously
filed or we will file with the SEC. These documents contain important
information about us which you are encouraged to read.
- Our Annual Report on Form 10-K for the year ended December 31, 2000;
- our Quarterly Report on Form 10-Q for the three-month period ended March
31, 2001; and
- all documents we file with the SEC pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this prospectus and
before the termination of any offering of debt securities.
You may request a free copy of any of the documents incorporated by
reference in this prospectus (other than exhibits, unless the exhibits are
specifically incorporated by reference in the documents) by writing or
telephoning at the following address or telephone number:
Mercury General Corporation
4484 Wilshire Boulevard
Los Angeles, California 90010
Attention: Gabriel Tirador
(323) 937-1060
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MERCURY GENERAL CORPORATION
Mercury General is an insurance holding company for a group of property
and casualty insurance companies engaged primarily in writing automobile
insurance in California, Florida, Georgia, Illinois, Oklahoma, Texas and
Virginia. The types of coverage offered to our automobile policyholders include
bodily injury liability, underinsured and uninsured motorist, personal injury
protection, property damage liability, comprehensive, collision and other
hazards, each as specified in the applicable policy. Our subsidiaries also write
homeowners' insurance, mechanical breakdown insurance, commercial and dwelling
fire insurance and commercial property insurance. The insurance policies offered
by our subsidiaries are sold to the public through more than 2,000 independent
insurance agents. With approximately 771,000 private passenger automobile
policies in force in California as of December 31, 2000, Mercury General was the
sixth largest automobile insurer in California among both direct and agency
insurance companies.
Our operations in California are conducted through Mercury Casualty
Company, a California insurance company founded in 1961 by George Joseph, our
president, chief executive officer and chairman of our board of directors, and
two other insurance subsidiaries, Mercury Insurance Company and California
Automobile Insurance Company. In 1989, we began expanding our operations outside
of California, initially in Georgia and Illinois. Since that time, we have
continued to expand our operations in Georgia and Illinois and have begun
operations in Florida, Oklahoma, Texas and Virginia through acquisitions and
internal growth.
In 2000, A.M. Best & Co. assigned a rating of A+ (Superior) to all of
our insurance subsidiaries other than American Mercury Insurance Company and
American Mercury Lloyds Insurance Company, which are rated A- (Excellent), and
other than Mercury County Mutual Insurance Company, which we acquired in
September 2000 and which is currently under review by A.M. Best & Co.
As a holding company with no significant business operations of its own,
Mercury General relies on dividends from its insurance subsidiaries as the
principal source of funds to meet its obligations, including the payment of
principal of and any interest on its debt obligations, and to pay dividends to
its shareholders. Each of our insurance subsidiaries is subject to the
regulatory powers of the insurance department of its respective state of
domicile. These states' insurance laws prohibit casualty insurance companies
from paying dividends or advances within any twelve-month period, without prior
regulatory approval, in excess of the greater of:
- 10% of the insurance company's statutory earned surplus at the preceding
December 31; or
- the insurance company's net income for the calendar year preceding the
date the dividend is paid.
Under this test, Mercury General's direct insurance subsidiaries may pay
dividends to Mercury General during 2001 of approximately $94 million.
The above information is only a summary and is not comprehensive. For
additional information concerning us, you should refer to the information
described under "Where You Can Find More Information" in this prospectus.
Mercury General's principal offices are located at 4484 Wilshire
Boulevard, Los Angeles, California 90010. Our telephone number is (323)
937-1060. We also maintain offices in a number of locations in California,
Florida, Illinois, Georgia, New York, Oklahoma, Texas and Virginia.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the debt securities
for general corporate purposes, including repaying, redeeming or repurchasing
our existing debt or common stock, and for working capital, capital expenditures
and acquisitions. We may invest funds not required immediately in securities.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of our earnings to fixed
charges for each of the years in the five-year period ended December 31, 2000
and for the three months ended March 31, 2001:
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
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2001 2000 1999 1998 1997 1996
----- ----- ----- ----- ----- -----
Ratio of earnings to fixed charges....... 12.5 14.1 23.9 36.1 32.5 40.3
We have computed the ratio of earnings to fixed charges by dividing
earnings before income taxes plus fixed charges by fixed charges. Fixed charges
consist of interest expense and one-third of the annual rent expense, which is
a reasonable approximation of rental expense interest.
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DESCRIPTION OF DEBT SECURITIES
The following is a general description of the terms and provisions of
the debt securities we may offer and sell by this prospectus. This summary is
not meant to be a complete description of the debt securities. This prospectus
together with any accompanying prospectus supplement will contain the material
terms and conditions for each series of debt securities. The applicable
prospectus supplement may add, update or change the terms and conditions of the
debt securities as described in this prospectus.
The debt securities will be governed by an indenture between us and Bank
One Trust Company, N.A., as trustee. The indenture gives us broad authority to
set the particular terms of each series of debt securities, including the right
to modify certain of the terms contained in the indenture. The particular terms
of a series of debt securities and the extent, if any, to which the particular
terms of the issue modify the terms of the indenture will be described in the
prospectus supplement relating to such series of debt securities.
The indenture contains the full legal text of the matters described in
this section. Because this section is a summary, it does not describe every
aspect of the debt securities or the indenture. This summary is subject to and
qualified in its entirety by reference to all the provisions of the indenture,
including definitions of terms used in the indenture. A copy of the indenture is
attached as an exhibit to the registration statement of which this prospectus is
a part. We also include references in parentheses to certain sections of the
indenture. Whenever we refer to particular sections or defined terms of the
indenture in this prospectus or in a prospectus supplement, these sections or
defined terms are incorporated by reference into this prospectus or into the
prospectus supplement. This summary also is subject to and qualified by
reference to the description of the particular terms of a particular series of
debt securities described in the applicable prospectus supplement or
supplements.
The indenture is subject to and governed by the Trust Indenture Act of
1939, as amended, and may be supplemented or amended from time to time following
its execution.
GENERAL
We may issue an unlimited amount of debt securities under the indenture
in one or more series. We need not issue all debt securities of one series at
the same time and, unless otherwise provided in a prospectus supplement, we may
reopen a series without the consent of the holders of the debt securities of
that series for issuances of additional debt securities of that series.
The debt securities will be issued as senior debt securities. The debt
securities will be unsecured obligations and will rank equally with all of our
other unsecured and unsubordinated indebtedness.
We refer you to the applicable prospectus supplement for a description
of the following terms of each series of debt securities:
(a) the title of the debt securities;
(b) any limit upon the aggregate principal amount of the debt
securities;
(c) the person to whom interest is payable if other than the person in
whose name the debt securities is registered;
(d) the date or dates on which principal will be payable or how to
determine the dates and the right, if any, to shorten or extend the date on
which principal will be payable and the conditions to any such change;
(e) the rate or rates or method of determination of interest, the date
or dates from which interest will accrue, the dates on which interest will be
payable, which we refer to as the "interest payment dates," the manner of
determination of such interest payment dates, and any record dates for the
interest payable on the interest payment dates;
(f) whether we may extend the interest payment periods and, if so, the
terms of any extensions;
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(g) the place or places where we must make payments on the debt
securities and where any debt securities issued in registered form may be sent
for transfer or exchange;
(h) the period or periods during which, and the price or prices at
which, and the terms and conditions on which the debt securities may be
redeemed, in whole or in part, at our option;
(i) the obligation, if any, of us to redeem or purchase the debt
securities under any sinking fund, purchase fund or analogous provisions or at
the option of a holder and the details of that obligation;
(j) the denominations in which the debt securities will be issuable (if
other than denominations of $1,000 and any integral multiple thereof);
(k) any index or formula for determining the amount of principal of,
premium, if any, or interest on the debt securities, and the manner of
determining those amounts;
(l) the currency, currencies, or currency units in which the principal
of, premium, if any, or interest on any debt securities will be payable and the
manner of determining the equivalent in the currency of the United States of
America;
(m) the currency, currencies or currency units in which the principal
of, premium, if any, and interest is payable, at our option or the option of the
holders, in one or more currencies or currency units other than those the debt
securities are stated to be payable, and the terms and conditions of the option;
(n) the amount we will pay or the manner in which such amount shall be
determined if the maturity of the debt securities is accelerated;
(o) if the principal amount payable on the maturity date will not be
determinable on any one or more dates prior to the maturity date, the amount
which will be deemed to be the principal amount as of any date for any purpose,
including the principal amount which will be due and payable upon any maturity
other than the maturity date, or the manner of determining that amount;
(p) whether any terms of the indenture described below under "Defeasance
and Covenant Defeasance" will not apply to any of the debt securities;
(q) whether the debt securities are to be issued, in whole or in part,
in the form of one or more global debt securities and, if so, the identity of
the depositary for the global debt securities;
(r) any addition, modification or deletion to any events of default or
covenants that apply to the debt securities; and
(s) any other terms of the debt securities of that series.
(See Section 301.)
PAYMENTS
Unless we indicate differently in a prospectus supplement, we will pay
interest on the debt securities on each interest payment date to the person in
whose name the debt securities are registered as of the close of business on the
regular record date relating to the interest payment date. However, if we
default in paying interest on a debt security, we will set a special record and
payment date and pay defaulted interest on the payment date to the registered
holder of the debt security as of the close of business on a special record
date, or we can propose to the trustee any other lawful manner of payment that
is consistent with the requirements of any debt securities exchange on which the
debt securities are listed for trading. (See Section 307.)
Unless we indicate differently in a prospectus supplement, we will pay
principal of and any premium and interest on the debt securities at stated
maturity, upon redemption or otherwise, upon presentation of the debt securities
at the office of the trustee, as the paying agent. Any other paying agent
initially designated for the debt securities of a particular series will be
named in the applicable prospectus supplement. We may designate additional
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paying agents, rescind the designations of any paying agent or approve a change
in the office through which any paying agent acts, but we must maintain a paying
agent in each place where payments on the debt securities are payable. (See
Section 1002.)
If any maturity date, redemption date or interest payment date of the
debt securities is not a business day at any place of payment, then payment of
the principal, premium, if any, and interest may be made on the next business
day at that place of payment. (See Section 113.)
FORM; TRANSFERS; EXCHANGES
The debt securities will be issued
(a) only in fully registered form;
(b) without coupons; and
(c) unless otherwise specified in a prospectus supplement, in
denominations that are even multiples of $1,000. (See Section 302.)
Unless we otherwise state in a prospectus supplement, you may have your
debt securities divided into debt securities of smaller denominations (of at
least $1,000) or combined into debt securities of larger denominations, each
containing identical terms and provisions, as long as the total principal amount
is not changed. This is called an "exchange." (See Section 305.)
Unless we otherwise state in a prospectus supplement, you may exchange
or transfer debt securities at the office of the trustee. The trustee acts as
our agent for registering debt securities in the names of holders and exchanging
and transferring debt securities. We may appoint another agent or act as our own
agent for these purposes. The entity performing the role of maintaining the list
of registered holders is called the "security registrar." It will also perform
transfers. (See Section 305.)
In our discretion, we may change the place for registration of transfer
or exchange of the debt securities and may remove and/or appoint one or more
additional security registrars. (See Sections 305 and 1002.)
Except as otherwise provided in a prospectus supplement, there will be
no service charge for any transfer or exchange of the debt securities, but you
may be required to pay a sum sufficient to cover any tax or other governmental
charge payable in connection with the transfer or exchange. We may block the
transfer or exchange of (a) debt securities during a period of 15 days prior to
giving any notice of redemption or (b) any debt security selected for
redemption, in whole or in part, except the unredeemed portion of any debt
security being redeemed in part. (See Section 305.)
GLOBAL SECURITIES
We may issue the debt securities of a series, in whole or in part, in
the form of one or more global debt securities that we will deposit with a
depositary or its nominee that we identify in the applicable prospectus
supplement. We will describe the specific terms of the depositary arrangement
covering the debt securities in the prospectus supplement relating to that
series. We anticipate that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a global security, the depositary for the global
security or its nominee will credit to accounts in its book-entry registration
and transfer system the principal amounts of the debt securities represented by
the global security. The underwriters or agents with respect to the debt
securities or we, if the debt securities are offered and sold directly by us,
will designate these accounts. Only institutions that have accounts with the
depositary or its nominee and persons who hold beneficial interests through
those participants may own beneficial interests in a global security. Ownership
of beneficial interests in a global security will be shown only on, and the
transfer of those ownership interests will be effected only through, records
maintained by the depositary, its nominee or any participants of the depositary
or its nominee, as the case may be. The laws of some states require that some
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purchasers of securities take physical delivery of securities in definitive
form. These laws may limit the market, if any, for your beneficial interests in
a global security.
As long as the depositary or its nominee is the registered owner of a
global security, the depositary or nominee will be considered the sole owner or
holder of the debt securities represented by the global security. Except as
described below, owners of beneficial interests in a global security will not be
entitled to have debt securities registered in their names and will not be
entitled to receive physical delivery of the debt securities in definitive form.
We will make all payments of principal of, any premium and interest on,
and any additional amounts with respect to, debt securities issued as global
securities to the depositary or its nominee. Neither we nor the trustee, any
paying agent or the security registrar assumes any responsibility or liability
for any aspect of the depositary's or any participant's records relating to, or
for payments made on account of, beneficial interests in a global security.
We expect that the depositary for a series of debt securities or its
nominee, upon receipt of any payment with respect to the debt securities, will
immediately credit participants' accounts with payments in an amount
proportionate to their respective beneficial interests in the principal amount
of the global security for the debt securities as shown on the records of the
depositary or its nominee. We also expect that payments by participants to
owners of beneficial interests in the global security held through participants
will be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers registered in "street
name," and will be the responsibility of the participants.
The indenture provides that if:
- the depositary notifies us that it is unwilling or unable to continue as
depositary for a series of debt securities, or if the depositary is no
longer legally qualified to serve in that capacity, and we have not
appointed a successor depositary within 90 days of written notice; or
- we determine that a series of debt securities will no longer be
represented by global securities and we execute and deliver an order to
that effect to the trustee;
then the global securities for that series may be exchanged for registered debt
securities in definitive form. The definitive debt securities will be registered
in the name or names with which the depositary instructs the trustee. (See
Section 305.)
REDEMPTION
We will set forth any terms for the redemption of debt securities in a
prospectus supplement. Unless we indicate differently in a prospectus
supplement, and except with respect to debt securities redeemable at the option
of the registered holder, debt securities will be redeemable upon notice by mail
between 30 and 60 days prior to the redemption date. If less than all of the
debt securities of any series or any tranche of a series are to be redeemed, the
trustee will select the debt securities to be redeemed. In the absence of any
provision for selection, the trustee will choose a method of random selection it
deems fair and appropriate. (See Sections 1102, 1103 and 1104.)
Debt securities will cease to bear interest on the redemption date. We
will pay the redemption price and any accrued interest once you surrender the
debt security for redemption. (See Section 1106.) If only part of a debt
security is redeemed, the trustee will deliver to you a new debt security of the
same series for the remaining portion without charge. (See Section 1107.)
We may make any redemption conditional upon the receipt by the paying
agent, on or prior to the date fixed for redemption, of money sufficient to pay
the redemption price. If the paying agent has not received the money by the date
fixed for redemption, we will not be required to redeem the debt securities.
(See Section 1104.)
EVENTS OF DEFAULT
An "event of default" will occur with respect to the debt securities of
any series if:
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(a) we do not pay any interest on any debt securities of the applicable
series within 30 days of the due date (following any deferral allowed under the
terms of the debt securities and elected by us);
(b) we do not pay any principal of or premium on any debt securities of
the applicable series on the due date;
(c) we do not make sinking fund payments on any debt securities of the
applicable series on the due date;
(d) we default in the performance or remain in breach of a covenant,
excluding default in the performance or breach of covenants solely applicable to
another series of debt securities issued under the indenture, in the indenture
or the debt securities of the applicable series for 90 days after we receive a
written notice of default stating we are in default or breach and requiring
remedy of the default or breach; the notice must be sent by either the trustee
or registered holders of at least 25% in principal amount of the outstanding
debt securities of the affected series;
(e) we file for bankruptcy or other specified events in bankruptcy,
insolvency, receivership or reorganization occur; or
(f) any other event of default specified in the applicable prospectus
supplement for such series occurs.
(See Section 501.)
We will furnish the trustee with an annual statement as to our
compliance with the terms, provisions and conditions in the indenture.
No event of default with respect to a series of debt securities
necessarily constitutes an event of default with respect to the debt securities
of any other series issued under the indenture.
REMEDIES
Acceleration
If an event of default occurs and is continuing with respect to any
series of debt securities, then either the trustee or the registered holders of
at least 25% in principal amount of the outstanding debt securities of that
series may declare the principal amount of all of the debt securities of that
series, together with accrued and unpaid interest thereon, to be due and payable
immediately. (See Section 502.)
Rescission of Acceleration
After the declaration of acceleration has been made with respect to any
series of debt securities and before the trustee has obtained a judgment or
decree for payment of the money due, the registered holders of a majority in
principal amount of the outstanding debt securities of that series, by written
consent to us and the trustee, may rescind and annul such declaration and its
consequences, if:
(a) we pay or deposit with the trustee a sum sufficient to pay:
(1) all overdue interest on the debt securities of that series,
other than interest which has become due by declaration of acceleration;
(2) the principal of and any premium on the debt securities of that
series which have become due other than by declaration of acceleration and
overdue interest on these amounts;
(3) interest on overdue interest, other than interest which has
become due by declaration of acceleration, on the debt securities of that series
to the extent lawful; and
(4) all amounts due to the trustee under the indenture; and
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(b) all events of default with respect to the debt securities of that
series, other than the nonpayment of the principal and interest which has become
due solely by the declaration of acceleration, have been cured or waived as
provided in the indenture.
(See Section 502.)
For more information as to waiver of defaults, see "--Waiver of Default
and of Compliance" below.
Control by Registered Holders; Limitations
If an event of default with respect to the debt securities of any series
occurs and is continuing, the registered holders of a majority in principal
amount of the outstanding debt securities of that series, voting as a single
class, without regard to the holders of outstanding debt securities of any other
series that may also be in default, will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee with respect to the debt securities of that series or exercising any
trust or power conferred on the trustee with respect to the debt securities of
that series; provided that
(a) the registered holders' directions do not conflict with any rule of
law or the indenture;
(b) the trustee may take any other action it deems proper which is not
inconsistent with the registered holders' direction, and
(c) the direction is not unduly prejudicial to the rights of holders of
the debt securities of that series who do not join in that action. (See Section
512.)
In addition, the indenture provides that no registered holder of debt
securities of any series will have any right to institute any proceeding,
judicial or otherwise, with respect to the indenture or for any other remedy
thereunder unless:
(a) that registered holder has previously given the trustee written
notice of a continuing event of default;
(b) the registered holders of at least 25% in aggregate principal amount
of the outstanding debt securities of that series have made a written request to
the trustee to institute proceedings in respect of that event of default and
have offered the trustee reasonable security or indemnity against costs,
expenses and liabilities incurred in complying with the request; and
(c) for 60 days after receipt of the notice, the trustee has failed to
institute a proceeding and no direction inconsistent with the request has been
given to the trustee during the 60-day period by the registered holders of a
majority in aggregate principal amount of outstanding debt securities of that
series. (See Section 507.)
The trustee is not required to exercise any of its rights or powers at
the request or direction of any of the holders unless the holders offer the
trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in complying with the request. (See
Section 603.)
However, each registered holder has an absolute and unconditional right
to receive payment when due and to bring a suit to enforce that right. (See
Section 508.)
If an event of default is continuing with respect to all the series of
debt securities, the registered holders of a majority in aggregate principal
amount of the outstanding debt securities of all the series, considered as one
class, will have the right to make such direction, and not the registered
holders of the debt securities of any one of the series. (See Section 512.)
NOTICE OF DEFAULT
The trustee is required to give the registered holders of debt
securities of the affected series notice of any default under the indenture to
the extent required by the Trust Indenture Act, unless the default has been
cured or waived. (See Section 602.) The Trust Indenture Act currently permits
the trustee to withhold notices of default
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(except for certain payment defaults) if the trustee in good faith determines
the withholding of the notice to be in the interests of the registered holders.
WAIVER OF DEFAULT AND OF COMPLIANCE
The registered holders of a majority in aggregate principal amount of
the outstanding debt securities of any series, voting as a single class, without
regard to the holders of outstanding debt securities of any other series, may
waive, on behalf of all registered holders of the debt securities of that
series, any past default under the indenture, except a default in the payment of
principal, premium or interest, or with respect to compliance with certain
provisions of the indenture that cannot be amended without the consent of the
registered holder of each outstanding debt security of that series. (See Section
513.)
Compliance with certain covenants in the indenture or otherwise provided
with respect to debt securities of any series may be waived by the registered
holders of a majority in aggregate principal amount of the debt securities of
such series. (See Section 1006.)
CONSOLIDATION, MERGER AND CONVEYANCE OF ASSETS AS AN ENTIRETY
We may not consolidate or merge with or into any other person, or
convey, transfer or lease our properties and assets substantially as an entirety
to any person and we may not permit another person to consolidate with or merge
into us, unless:
(a) the person formed by the consolidation or into which we are merged,
or the person which acquires us or which leases our property and assets
substantially as an entirety, is a person organized and existing under the laws
of the United States of America or any State of the United States or the
District of Columbia, and expressly assumes, by supplemental indenture, the due
and punctual payment of the principal, premium and interest on all the
outstanding debt securities and the performance of all of our covenants under
the indenture, as supplemented; and
(b) immediately after giving effect to the transactions, no event of
default, and no event which after notice or lapse of time or both would become
an event of default, will have occurred and be continuing. (See Section 801.)
LIMITED RESTRICTIONS
Unless we otherwise state in the prospectus supplement, the indenture
does not limit our ability to incur debt and does not give holders of debt
securities protection in the event of a sudden and significant decline in our
credit quality or a takeover, recapitalization or highly leveraged or similar
transaction involving us. Accordingly, we could in the future enter into
transactions that could increase the amount of indebtedness outstanding at that
time or otherwise affect our capital structure or credit rating.
COVENANTS
Any covenants with respect to any particular series of debt securities
will be set forth in the applicable prospectus supplement.
MODIFICATION OF INDENTURE
Without Registered Holder Consent. Without the consent of any registered
holders of debt securities of any series, we and the trustee may enter into one
or more supplemental indentures for any of the following purposes:
(a) to evidence the succession of another person to us and the
assumption by such person of the covenants in the indenture and the debt
securities;
(b) to add one or more covenants for the benefit of the holders of all
or any series of debt securities or to surrender any right or power conferred
upon us;
(c) to add any additional events of default for all or any series of
debt securities;
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(d) to add or change any provision of the indenture to facilitate the
issuance of debt securities in bearer form, registrable or not registrable, with
or without coupon and to facilitate the issuance of debt securities in
uncertificated form;
(e) to change or eliminate any provision of the indenture or to add any
new provision to the indenture that does not adversely affect the interests of
the registered holders;
(f) to provide security for the debt securities of any series;
(g) to establish the form or terms of debt securities of any series, as
permitted by the indenture;
(h) to evidence and provide for the acceptance of appointment of a
separate or successor trustee; or
(i) to cure any ambiguity, defect or inconsistency or to make any other
changes with respect to any series of debt securities that do not adversely
affect the interests of the holders of debt securities of that series in any
material respect. (See Section 901.)
If the Trust Indenture Act is amended after the date of the indenture so
as to require changes to the indenture or so as to permit changes to, or the
elimination of, provisions which, at the date of the indenture or at any time
thereafter, were required by the Trust Indenture Act to be contained in the
indenture, the indenture will be deemed to have been amended so as to conform to
the amendment of the Trust Indenture Act or to effect the changes or elimination
required by the Trust Indenture Act, and Mercury General and the trustee may,
without the consent of any registered holders, enter into one or more
supplemental indentures to effect or evidence the same.
With Registered Holder Consent. Subject to the following sentence, we
and the trustee may, with some exceptions, amend or modify the indenture with
the consent of the registered holders of at least a majority in aggregate
principal amount of the debt securities of each series affected by the amendment
or modification. However, no amendment or modification may, without the consent
of the registered holder of each outstanding debt security affected thereby:
(a) change the stated maturity of the principal of or interest on any
debt security (other than pursuant to the terms of the debt security) or reduce
the principal amount of , interest or premium payable upon redemption, or reduce
the principal payable upon acceleration or change the currency in which any debt
security is payable, or impair the right to bring suit to enforce any payment;
(b) reduce the percentages of registered holders whose consent is
required for any supplemental indenture or waiver; or
(c) modify certain of the applicable provisions in the indenture
relating to supplemental indentures and waivers of certain covenants and past
defaults.
A supplemental indenture which changes or eliminates any provision of
the indenture expressly included solely for the benefit of holders of debt
securities of one or more particular series will be deemed not to affect the
interests under the indenture of the holders of debt securities of any other
series.
(See Section 902.)
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DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise stated in a prospectus supplement, we may, upon
satisfying several conditions, cause ourselves to be:
(a) discharged from our obligations, with some exceptions, with respect
to any series of debt securities, which we refer to as "defeasance"; and
(b) released from our obligations under specified covenants with respect
to any series of debt securities, which we refer to as "covenant defeasance."
One condition we must satisfy is the irrevocable deposit with the
trustee, in trust, of an amount of money and/or government obligations which,
through the scheduled payment of principal and interest on those obligations,
would provide sufficient moneys to pay the principal of and any premium and
interest on those debt securities on the maturity dates of the payments or upon
redemption.
The indenture permits defeasance with respect to any series of debt
securities even if a prior covenant defeasance has occurred with respect to the
debt securities of that series. Following a defeasance, payment of the debt
securities defeased may not be accelerated because of an event of default.
Following a covenant defeasance, payment of the debt securities may not be
accelerated by reference to the specified covenants affected by the covenant
defeasance. However, if an acceleration were to occur, the realizable value at
the acceleration date of the money and government obligations in the defeasance
trust could be less than the principal and interest then due on the respective
debt securities, since the required deposit in the defeasance trust would be
based upon scheduled cash flows rather than market value, which would vary
depending upon interest rates and other factors.
Under current United States federal income tax law, the defeasance
contemplated in the preceding paragraphs would be treated as an exchange of the
relevant debt securities in which holders of the debt securities might recognize
gain or loss. In addition, the amount, timing and character of amounts that
holders would be required after the defeasance to include in income might be
different from that which would be includible in the absence of the defeasance.
Prospective investors are urged to consult their own tax advisors as to the
specific consequences of a defeasance, including the applicability and effect of
tax laws other than United States federal income tax laws.
Under current United States federal income tax laws, unless accompanied
by other changes in the terms of the debt securities, covenant defeasance
generally should not be treated as a taxable exchange.
RESIGNATION AND REMOVAL OF THE TRUSTEE
The trustee with respect to any series of debt securities may resign at
any time by giving written notice to us. The trustee may also be removed with
respect to the debt securities of any series by act of the registered holders of
a majority in principal amount of the then outstanding debt securities of such
series, and in certain circumstances may be removed by us. No resignation or
removal of the trustee, and no appointment of a successor trustee, will become
effective until the acceptance of appointment by a successor trustee in
accordance with the requirements of the indenture. (See Section 610.)
CERTAIN TAX MATTERS
We will describe U.S. federal income tax considerations applicable to
debt securities in the applicable prospectus supplement.
MISCELLANEOUS PROVISIONS
The indenture provides that certain debt securities, including those for
which payment or redemption money has been deposited or set aside in trust, will
not be deemed to be "outstanding" in determining whether the registered holders
of the requisite principal amount of the outstanding debt securities have given
or taken any demand, direction, consent or other action under the indenture as
of any date, or are present at a meeting of registered holders for quorum
purposes. (See Section 101.)
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We are entitled to set any day as a record date for the purpose of
determining the registered holders of outstanding debt securities of any series
entitled to give or take any demand, direction, consent or other action under
the indenture, in the manner and subject to the limitations provided in the
indenture. In certain circumstances, the trustee also is entitled to set a
record date for action by registered holders of any series of outstanding debt
securities. If a record date is set for any action to be taken by registered
holders of particular debt securities, the action may be taken only by persons
who are registered holders of the respective debt securities on the record date.
(See Section 104.)
GOVERNING LAW
The indenture and the debt securities will be governed by and construed
in accordance with the laws of the State of New York. (See Section 112.)
INFORMATION CONCERNING THE TRUSTEE
Subject to the provisions of the Trust Indenture Act, the trustee is
under no obligation to exercise any of the powers vested in it by the indenture
at the request of any holder of the debt securities unless the holders offer the
trustee reasonable security or indemnity against the costs, expenses and
liabilities which might result. The trustee is not required to expend or risk
its own funds or otherwise incur personal financial liability in performing its
duties if the trustee reasonably believes that it is not reasonably assured of
repayment or adequate indemnity. (See Section 601).
An affiliate of the trustee may be one of the underwriters, agents or
dealers through whom we sell debt securities.
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PLAN OF DISTRIBUTION
We may sell the debt securities described in this prospectus from time
to time in one or more transactions
(a) to purchasers directly;
(b) to or through underwriters for public offering and sale by them;
(c) through agents;
(d) through dealers; or
(e) through a combination of any of the foregoing methods of sale.
We may distribute the debt securities from time to time in one or more
transactions at:
(a) a fixed price or prices, which may be changed;
(b) market prices prevailing at the time of sale;
(c) prices related to such prevailing market prices; or
(d) negotiated prices.
We will state in the applicable prospectus supplement the terms of the
offering of the debt securities, including the name or names of any
underwriters, dealers or agents, the purchase price of the debt securities and
the proceeds we will receive from the sale, any underwriting discounts and
commissions and other items constituting underwriters compensation, any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers. We may change the initial public offering price, discounts or
concessions allowed or reallowed or paid to dealers from time to time.
Direct Sales
We may sell the debt securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the Securities
Act with respect to any resale of the debt securities.
To Underwriters
Underwriters will purchase the debt securities for their own account and
may re-offer and re-sell the debt securities at a fixed price or prices, which
may be changed, or from time to time at market prices, prices related to
prevailing market prices or at negotiated prices. Underwriters may be deemed to
have received compensation from us from sales of debt securities in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of debt securities for whom they may act as agent.
Underwriters may sell debt securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and may also receive commissions which may be
changed from time to time from the purchasers for whom they may act as agent.
Debt securities may be offered to the public either through underwriting
syndicates represented by managing underwriters or directly by managing
underwriters.
Unless otherwise provided in a prospectus supplement, the obligations of
any underwriters to purchase debt securities or any series of debt securities
will be subject to certain conditions precedent, and the underwriters will be
obligated to purchase all such debt securities if any are purchased.
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Through Agents and Dealers
We may authorize agents to solicit offers to purchase our debt
securities from time to time. We will name any agent involved in a sale of debt
securities, as well as any commissions payable by us to such agent, in a
prospectus supplement. Unless we indicate differently in the prospectus
supplement, any agent will be acting on a reasonable efforts basis for the
period of its appointment.
We may also utilize a dealer in the sale of the debt securities being
offered pursuant to this prospectus and, in that case, we will name the dealer
and the terms of the transaction in the applicable prospectus supplement. If we
sell the debt securities to the dealer as principal, the dealer may resell them
to the public at varying prices to be determined by the dealer at the time of
resale.
Delayed Delivery Contracts
If we so specify in the applicable prospectus supplement, we will
authorize underwriters, dealers and agents to solicit offers by certain
institutions to purchase debt securities pursuant to contracts providing for
payment and delivery on future dates. Such contracts will be subject to only
those conditions set forth in the applicable prospectus supplement.
The underwriters, dealers and agents will not be responsible for the
validity or performance of the contracts. We will set forth in the prospectus
supplement relating to the contracts the price to be paid for the debt
securities, the commissions payable for solicitation of the contracts and the
date in the future for delivery of the debt securities.
General Information
Underwriters, dealers and agents who may participate in a sale of the
debt securities may be deemed to be underwriters as defined in the Securities
Act, and any discounts and commissions received by them and any profit realized
by them on resale of the debt securities may be deemed to be underwriting
discounts and commissions under the Securities Act. We may have or execute
agreements with underwriters, dealers and agents to indemnify them against
certain civil liabilities, including liabilities under the Securities Act, and
to reimburse them for certain expenses, including contributions with respect to
payments which the underwriters, dealers and agents may be required to make.
Underwriters, dealers or agents and their associates may be customers
of, engage in transactions with or perform services for us and/or our affiliates
in the ordinary course of business.
Unless we indicate differently in a prospectus supplement, we will not
list the debt securities on any securities exchange. The debt securities will be
a new issue of debt securities with no established trading market. Any
underwriters that purchase debt securities for public offering and sale may make
a market in such debt securities, but such underwriters will not be obligated to
do so and may discontinue any market making at any time without notice. We make
no assurance as to the liquidity of or the trading markets for any debt
securities.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus from our Annual Report on
Form 10-K for the year ended December 31, 2000 have been audited by KPMG LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
Latham & Watkins, Los Angeles, California, will pass upon the validity
of the debt securities offered pursuant to this prospectus by Mercury General.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission registration fee ...............$75,000
Printing expenses .................................................$20,000
Trustee fees and expenses .........................................$7,000
Legal fees and expenses ...........................................$100,000
Accounting fees and expenses ......................................$40,000
Blue Sky fees and expenses ........................................$5,000
Rating Agency fees ................................................$150,000
Miscellaneous .....................................................$53,000
Total .............................................................$450,000
All of the above except the Securities and Exchange Commission registration fee
are estimated.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 317 of the Corporations Code of the State of California permits
a corporation to provide indemnification to its directors and officers under
certain circumstances. Our Articles of Incorporation and Amended and Restated
Bylaws, each as amended to date, eliminate the liability of directors for
monetary damages to the fullest extent permissible under California law and
provide that indemnification for liability for monetary damages incurred by our
directors, officers and other agents shall be allowed, subject to certain
limitations, in excess of the indemnification otherwise permissible under
California law. In addition, we have indemnification agreements with each of our
directors that provide for indemnification for monetary damages to the fullest
extent permissible under California law. We maintain liability insurance and are
also insured against loss for which we may be required or permitted by law to
indemnify our directors and officers for our related acts.
Our directors and officers are covered by insurance policies
indemnifying them against certain liabilities, including certain liabilities
arising under the Securities Act, which might be incurred by them in their
capacities as directors and/or officers and against which they cannot be
indemnified by us.
ITEM 16. EXHIBITS.
1.1* Form of Underwriting Agreement.
4.1 Indenture between Mercury General and Bank One Trust Company, N.A, as
trustee.
4.2 Form of Note (included in Exhibit 4.1).
5.1 Opinion of Latham & Watkins.
12.1 Statement regarding the computation of ratio of earnings to fixed
charges for the three month period ended March 31, 2001 and the years
ended December 31, 2000, 1999, 1998, 1997 and 1996.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of KPMG LLP, Independent Certified Public Accountants.
24.1 Powers of Attorney (included in the signature page of this registration
statement).
25.1** Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, Bank One Trust Company, N.A., as Trustee under the
Indenture.
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* To be filed by amendment or incorporated by reference in connection with
the offering of the debt securities.
** Filed pursuant to Section 305(b)(2) of the TIA.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
debt securities offered (if the total dollar value of debt securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the debt securities offered therein, and the
offering of such debt securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment any
of the debt securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of Mercury General's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the debt securities offered herein, and the offering of such debt
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by a registrant of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the debt securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
(6) That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
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of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
(7) That, for purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, California, on June 4, 2001.
MERCURY GENERAL CORPORATION
By: /s/ George Joseph
---------------------------------------
George Joseph
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint George Joseph and Gabriel
Tirador, and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agents to act for
him in his name, place and stead, in any and all capacities, to sign a
registration statement on Form S-3 and any or all amendments thereto (including
without limitation any post-effective amendments thereto), and any registration
statement for the same offering that is to be effective under Rule 462(b) of the
Securities Act, and to file each of 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, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as they or he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by each of the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ George Joseph Chairman of the Board, President June 4, 2001
- ----------------------------------- and Chief Executive Officer
George Joseph
/s/ Gabriel Tirador Vice President and Chief Financial June 4, 2001
- ----------------------------------- Officer (Principal Financial
Gabriel Tirador Officer)
/s/ Theodore Stalick Chief Accounting Officer (Principal June 4, 2001
- ----------------------------------- Accounting Officer)
Theodore Stalick
/s/ Nathan Bessin Director June 4, 2001
- -----------------------------------
Nathan Bessin
/s/ Bruce A. Bunner Director June 4, 2001
- -----------------------------------
Bruce A. Bunner
/s/ Michael D. Curtius Director June 4, 2001
- -----------------------------------
Michael D. Curtius
22
25
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Richard E. Grayson Director June 4, 2001
- -----------------------------------
Richard E. Grayson
/s/ Gloria Joseph Director June 4, 2001
- -----------------------------------
Gloria Joseph
/s/ Charles McClung Director June 4, 2001
- -----------------------------------
Charles McClung
/s/ Donald P. Newell Director June 4, 2001
- -----------------------------------
Donald P. Newell
/s/ Donald R. Spuehler Director June 4, 2001
- -----------------------------------
Donald R. Spuehler
23