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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): March 24, 2011
Donegal Group Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-15341
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23-02424711 |
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S. employer
identification no.) |
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1195 River Road, Marietta, Pennsylvania
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17547 |
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(Address of principal executive offices)
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(Zip code) |
Registrants telephone number, including area code: 717-426-1931
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
On March 24, 2011, Union National Financial Corporation, or UNNF, Donegal Financial Services
Corporation, or DFSC, and certain affiliated entities of DFSC executed an amendment (the
Amendment) to their previously reported Agreement and Plan of Merger dated as of April 19, 2010,
as amended and restated as of May 20, 2010 and as amended on September 1, 2010 and December 8, 2010
(the Merger Agreement). The Amendment extends the date upon which UNNF or DFSC may terminate the
Merger Agreement if the merger is not consummated by that date. The Amendment extends such date
from March 31, 2011 to May 31, 2011. The parties did not amend the Merger Agreement in any other
respect.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
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Exhibit Description |
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2.1 |
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Amendment to Agreement and Plan of Merger dated as of
March 24, 2011 among Donegal Acquisition Inc., Donegal
Financial Services Corporation, Donegal Mutual Insurance
Company, Donegal Group Inc. and Union National Financial
Corporation. |
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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.
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DONEGAL GROUP INC.
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By: |
/s/ Jeffrey D. Miller
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Jeffrey D. Miller, Senior Vice |
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President and Chief Financial Officer |
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Date: March 24, 2011
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exv2w1
Exhibit 2.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT dated as of March 24, 2011 (this Amendment) to the Agreement and Plan of
Merger dated as of April 19, 2010, as amended and restated on May 20, 2010 and as amended on
September 1, 2010 and December 8, 2010 (the Agreement), among DONEGAL ACQUISITION INC. (DAI),
DONEGAL FINANCIAL SERVICES CORPORATION (DFSC), DONEGAL MUTUAL INSURANCE COMPANY (DMIC), DONEGAL
GROUP INC. (DGI) and UNION NATIONAL FINANCIAL CORPORATION (UNNF).
WITNESSETH:
WHEREAS, DAI, DFSC, DMIC, DGI and UNNF, as permitted by Section 10.3 of the Agreement, desire
to amend the Agreement to the extent specified in this Amendment;
NOW, THEREFORE, DAI, DFSC, DMIC, DGI and UNNF, in consideration of the agreements and
covenants contained in this Amendment and in the Agreement and intending to be legally bound
hereby, covenant and agree as follows:
1. Amendment of Section 10.1(c) of the Agreement. Section 10.1(c) of the Agreement is
hereby amended and restated so that, as amended and restated, said Section 10.1(c) of the Agreement
shall read in its entirety as follows:
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"(c) Delay. By DFSC or UNNF, if its Board of Directors so
determines by vote of a majority of the members of its entire Board, in
the event that the Merger is not consummated on or before 5:00 p.m.,
Eastern Daylight Time, on May 31, 2011, except to the extent that the
failure of the Merger to be consummated by such date shall be due to
the failure of the party seeking to terminate pursuant to this Section
10.1(c) to perform or observe the covenants and agreements of such
party set forth in this Agreement. |
2. Ratification of Remainder of the Agreement. Except for the amendment to Section
10.1(c) of the Agreement as set forth in Section 1 of this Amendment, all of the other terms and
provisions of the Agreement are hereby ratified and confirmed and shall remain in full force and
effect.
IN WITNESS WHEREOF, DAI, DFSC, DMIC, DGI and UNNF, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above written.
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DONEGAL ACQUISITION INC.
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DONEGAL GROUP INC.
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By:
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Donald H. Nikolaus
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By:
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Donald H. Nikolaus |
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Donald H. Nikolaus, President
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Donald H. Nikolaus, President |
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DONEGAL FINANCIAL SERVICES CORPORATION |
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UNION NATIONAL FINANCIAL CORPORATION |
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By:
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Donald H. Nikolaus
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By:
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Mark D. Gainer |
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Donald H. Nikolaus, President
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Mark D. Gainer, President |
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DONEGAL MUTUAL INSURANCE COMPANY |
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By:
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Donald H. Nikolaus
Donald H. Nikolaus, President
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