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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): April 6, 2006
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
N/A
(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 7.01. |
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Regulation FD Disclosure. |
On April 6, 2006, the Registrant issued a press release announcing a stock split and increased
dividend. The press release is attached as an exhibit to this Form 8-K and is incorporated into
this Item 7.01 by reference.
On April 6, 2006, the Registrant announced the approval of a four-for-three split of its Class
A Common Stock and its Class B Common Stock to be effected in the form of a 33-1/3% stock dividend
to stockholders of record at the close of business on April 17, 2006 and payable on April 26, 2006.
The stock split was approved to enhance the liquidity of the Class A Common Stock and the Class B
Common Stock by increasing the number of outstanding shares. The effect of the stock split will be
to increase the number of outstanding shares of Class A Common Stock from 14,442,944 shares to
19,257,258 shares and the number of outstanding shares of Class B Common Stock from 4,182,684
shares to 5,576,912 shares.
The following registration statements filed by the Registrant under the Securities Act of 1933
shall be deemed to register, in addition to the shares specifically included therein, the
additional shares of Registrants Class A Common Stock issuable with respect to those shares
pursuant to stock splits, stock dividends and similar transactions occurring after the effective
date of such registration statements, including the four-for-three split of the Registrants Class
A Common Stock in the form of a 33-1/3% stock dividend to be paid on April 26, 2006: Registration
Statements (Nos. 333-06681, 333-25541, 333-26693, 333-61095, 333-93785, 333-94301, 333-89644,
333-62970, 333-62974 and 333-62976) on Form S-8 and registration statements (Nos. 333-59828 and
333-63102) on Form S-3.
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Item 9.01. |
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Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
99.1*
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Press Release issued by Donegal Group Inc., dated April 6, 2006. |
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This press release shall not be deemed to be filed for the purposes of Section 18 of
the Securities Exchange Act of 1934 or incorporated by reference in any filing under
the Securities Act of 1933. |
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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: April 6, 2006
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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Reference |
99.1*
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Press Release issued by
Donegal Group Inc., dated
April 6, 2006.
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Submitted herewith. |
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This press release shall not be deemed to be filed for the purposes
of Section 18 of the Securities Exchange Act of 1934 or
incorporated by reference in any filing under the Securities Act of
1933. |
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exv99w1
Exhibit 99.1
DONEGAL GROUP INC. ANNOUNCES STOCK SPLIT AND INCREASED DIVIDEND
Jeffrey D. Miller
Senior Vice President and Chief Financial Officer
Phone (717) 426-1931
Fax (717) 426-7009
E-mail: jeffmiller@donegalgroup.com
For Immediate Release
MARIETTA, Pennsylvania, April 6, 2006 Donegal Group Inc. (Nasdaq: DGICA and DGICB) announced
today that its Board of Directors yesterday approved a four-for-three split of its Class A Common
Stock and Class B Common Stock to be effected in the form of a 33-1/3% stock dividend to
stockholders of record at the close of business on April 17, 2006 and payable on April 26, 2006.
The stock split was approved to enhance the liquidity of the Class A Common Stock and Class B
Common Stock by increasing the number of outstanding shares. The effect of the stock split will be
to increase the number of outstanding shares of Class A Common Stock from 14,442,944 shares to
19,257,258 shares and the number of outstanding shares of Class B Common Stock from 4,182,684
shares to 5,576,912 shares. Donegal Group anticipates that at its April 20, 2006 meeting the Board
of Directors will increase the quarterly dividend rate on its post-split Class A Common Stock from
a post-split equivalent of $.075 per share to $.0825 per share and anticipates that it will
increase its quarterly dividend rate on its post-split Class B Common Stock from a post-split
equivalent of $.06375 to $.07 per share, commencing with the dividend payable on May 15, 2006. The
dividend increases represent a percentage increase of 10% for the Class A Common Stock and 9.8% for
the Class B Common Stock.
Donegal Group Inc. is an insurance holding company whose insurance subsidiaries offer personal
and commercial property and casualty lines of insurance in five Mid-Atlantic states (Delaware,
Maryland, New Hampshire, New York and Pennsylvania), eight Southeastern states (Alabama, Georgia,
Louisiana, North Carolina, South Carolina, Tennessee, Virginia and West Virginia) and five
Midwestern states (Iowa, Nebraska, Ohio, Oklahoma and South Dakota).
All statements contained in this press release that are not historic facts are based on
current expectations. Such statements are forward-looking (as defined in the Private Securities
Litigation Reform Act of 1995) in nature and necessarily involve a number of risks and
uncertainties. Actual results could vary materially. The factors that could cause actual results to
vary materially include, but are not limited to, the ability of the Company to maintain profitable
operations, the adequacy of the Companys reserves for losses and loss
adjustment expenses, business and economic conditions in the areas in which the Company
operates, severe weather events, competition from various insurance and non-insurance businesses,
terrorism, legal and judicial developments, changes in regulatory requirements and other risks that
are described from time to time in the Companys filings with the Securities and Exchange
Commission. The Company disclaims any obligation to update such statements or to announce publicly
the results of any revisions that may be made to any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances after the date of such
statements.