UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10 )*
DONEGAL GROUP INC.
------------------
(Name of Issuer)
Common Stock, $1.00 par value
------------------------------
(Title of Class of Securities)
257701 10 2
--------------
(CUSIP Number)
Ralph G. Spontak, Senior Vice President, Chief Financial Officer and Secretary
Donegal Mutual Insurance Company
1195 River Road, Marietta, Pennsylvania 17547
(717) 426-1931
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1999
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including exhibits. See Rule 13d-7(b) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 11 pages
SCHEDULE 13D
- ------------------------- --------------------------
CUSIP No. 257701 10 2 Page 2 of 11 Pages
- ------------------------- --------------------------
- --------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
|
| Donegal Mutual Insurance Company
| I.R.S. I.D. No. 23-1336198
- --------------------------------------------------------------------------------
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
| N/A
| (a) ____
| (b) ____
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
|
- --------------------------------------------------------------------------------
4 | SOURCE OF FUNDS (See Instructions)
|
| 00
- --------------------------------------------------------------------------------
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
| TO ITEMS 2(d) OR 2(e) |_|
| N/A
- --------------------------------------------------------------------------------
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Pennsylvania
- --------------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
| |
| | 5,249,324.768 shares
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | N/A
WITH |-----|--------------------------------------
| 9 | SOLE DISPOSITIVE POWER
| |
| | 5,249,324.768 shares
|-----|--------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | N/A
- --------------------------------------------------------------------------------
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 5,249,324.768 shares
- --------------------------------------------------------------------------------
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES (See Instructions)
| N/A |_|
- --------------------------------------------------------------------------------
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 62.1%
- --------------------------------------------------------------------------------
14 | TYPE OF REPORTING PERSON (See Instructions)
|
| IC HC
- --------------------------------------------------------------------------------
Page 3 of 11 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented as follows:
On February 16, 1999, Donegal Mutual Insurance Company ("DMIC") purchased
32,421.221 shares of Donegal Group Inc. ("DGI") Common Stock pursuant to the DGI
Dividend Reinvestment Plan at a price of $12.525 per share, representing the
average of the closing prices of DGI Common Stock on February 9, 10, 11, 12 and
15, 1999 for a total cost of $406,076.
Between March 31, 1999 and May 17, 1999, DMIC, pursuant to its publicly
announced program of purchasing DGI Common Stock from time to time in the Nasdaq
National Market at prevailing market prices pursuant to SEC Rule 10b-18 and in
privately negotiated transactions, made the following purchases of DGI Common
Stock in the Nasdaq National Market:
Number
of Shares Per Share Aggregate
Date of Purchase Purchased Purchase Price Purchase Price
- ---------------- --------- -------------- --------------
March 31, 1999 1,000 $12.75 $ 12,750
April 1, 1999 12,000 11.83 141,960
------ --------
13,000 $154,710
====== ========
On May 17, 1999, DMIC purchased 37,145.877 shares of DGI Common Stock
pursuant to the DGI Dividend Reinvestment Plan at a price of $12.00 per share,
representing the average of the closing prices per share of DGI Common Stock on
May 10, 11, 12, 13 and 14, 1999, for a total cost of $445,751.
Between May 20, 1999 and August 16, 1999, DMIC, pursuant to its publicly
announced program of purchasing DGI Common Stock from time to time in the Nasdaq
National Market at prevailing market prices pursuant to SEC Rule 10b-18 and in
privately negotiated transactions, made the following purchases of DGI Common
Stock in the Nasdaq National Market:
Page 4 of 11 Pages
Number
of Shares Per Share Aggregate
Date of Purchase Purchased Purchase Price Purchase Price
- ---------------- --------- -------------- --------------
May 20, 1999 1,000 $11.625 $11,625
May 24, 1999 1,000 11.125 11,125
June 1, 1999 1,000 10.625 10,625
June 3, 1999 1,000 10.500 10,500
June 8, 1999 1,000 10.500 10,500
June 11, 1999 5,000 11.250 56,250
June 16, 1999 1,000 10.625 10,625
June 25, 1999 1,000 10.875 10,875
June 30, 1999 1,000 11.125 11,125
------ --------
13,000 $143,250
====== ========
On August 16, 1999, DMIC purchased 44,080.647 shares of DGI Common Stock
pursuant to the DGI Dividend Reinvestment Plan at a price of $10.188 per share,
representing the average of the closing prices per share of DGI Common Stock on
August 9, 10, 11, 12 and 13, 1999, for a total cost of $449,094.
Between August 17, 1999 and November 15, 1999, DMIC, pursuant to its
publicly announced program of purchasing DGI Common Stock from time to time in
the Nasdaq National Market at prevailing market prices pursuant to SEC Rule
10b-18 and in privately negotiated transactions, made the following purchases of
DGI Common Stock in the Nasdaq National Market:
Page 5 of 11 Pages
Number
of Shares Per Share Aggregate
Date of Purchase Purchased Purchase Price Purchase Price
---------------- --------- -------------- --------------
August 17, 1999 1,000 $10.125 $10,125
August 17, 1999 5,000 10.1875 50,938
August 18, 1999 1,000 9.9375 9,938
August 25, 1999 1,000 10.125 10,125
August 25, 1999 5,000 10.125 50,625
September 1, 1999 1,000 9.625 9,625
September 2, 1999 6,500 9.96875 64,797
September 3, 1999 1,000 9.9687 9,969
September 10, 1999 1,000 9.875 9,875
October 5, 1999 1,000 9.50 9,500
October 7, 1999 6,000 9.625 57,750
October 8, 1999 1,000 9.50 9,500
October 12, 1999 1,000 9.6875 9,688
October 13, 1999 1,000 9.25 9,250
October 14, 1999 1,000 9.125 9,125
October 21, 1999 1,000 9.00 9,000
October 22, 1999 1,000 8.875 8,875
October 27, 1999 1,000 8.750 8,750
October 29, 1999 1,000 8.6875 8,688
November 1, 1999 1,000 7.875 7,876
November 2, 1999 1,000 8.125 8,125
November 3, 1999 1,000 7.875 7,875
November 4, 1999 1,000 7.875 7,875
November 5, 1999 6,500 7.875 51,188
------ --------
48,000 $449,082
====== ========
On November 15, 1999, DMIC purchased 57,714.765 shares of DGI Common Stock
pursuant to the DGI Dividend Reinvestment Plan at a price of $7.85 per share,
representing the average of the closing prices per share of DGI Common Stock on
November 8, 9, 10, 11 and 12, 1999, for a total cost of $453,061.
Between November 17, 1999 and December 31, 1999, DMIC, pursuant to its
publicly announced program of purchasing DGI Common Stock from time to time in
the Nasdaq National Market at prevailing market prices pursuant to SEC Rule
10b-18 and in privately negotiated transactions, made the following purchases of
DGI Common Stock in the Nasdaq National Market:
Page 6 of 11 Pages
Number
of Shares Per Share Aggregate
Date of Purchase Purchased Purchase Price Purchase Price
---------------- --------- -------------- --------------
November 17, 1999 7,000 $ 7.5625 $ 52,938
November 18, 1999 1,000 7.375 7,375
November 19, 1999 1,000 7.50 7,500
November 24, 1999 1,000 7.3125 7,313
November 29, 1999 7,000 6.875 48,125
December 2, 1999 1,000 6.75 6,750
December 3, 1999 1,000 6.25 6,250
December 6, 1999 1,000 6.625 6,625
December 7, 1999 1,000 6.50 6,500
December 8, 1999 1,000 6.3125 6,313
December 9, 1999 9,000 6.257 56,313
December 10, 1999 1,000 7.125 7,125
December 13, 1999 1,000 7.625 7,625
December 15, 1999 1,000 7.375 7,375
December 16, 1999 1,000 6.9375 6,938
December 17, 1999 1,000 6.625 6,625
December 20, 1999 1,000 6.675 6,675
December 21, 1999 9,500 6.467 61,437
December 22, 1999 9,000 6.514 58,626
December 23, 1999 9,100 6.194 56,365
December 27, 1999 1,000 6.375 6,375
December 28, 1999 9,000 6.7986 61,187
December 29, 1999 1,000 6.625 6,625
December 30, 1999 1,000 6.5625 6,563
December 31, 1999 1,000 6.4375 6,438
December 31, 1999 8,000 6.4375 51,500
------ --------
85,600 $569,480
====== ========
All of the purchases by DMIC described herein were made with funds derived
from DMIC's working capital or from dividends received from DGI.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby supplemented and restated in its entirety as follows:
Page 7 of 11 Pages
(a) As of December 31, 1999, the following persons and entity beneficially
owned the number of shares of Common Stock of DGI set forth opposite their
respective names:
Shares Percent of
Name of Individual Beneficially Outstanding
or Identity of Group Owned(1) Common Stock(2)
-------------------- ------------- ---------------
5% Holders:
Donegal Mutual Insurance Company...................................... 5,249,324.768 62.1%
1195 River Road
Marietta, Pennsylvania 17547
Directors of DGI:
C. Edwin Ireland...................................................... 20,086(4) --
Donald H. Nikolaus.................................................... 317,988(5) 3.7%
Patricia A. Gilmartin................................................. 11,551(4) --
Philip H. Glatfelter, II.............................................. 13,979(4) --
R. Richard Sherbahn................................................... 9,598(4) --
Robert S. Bolinger.................................................... 11,310(4) --
Thomas J. Finley, Jr.................................................. 10,220(4) --
Executive Officers of DMIC and DGI (3):
Ralph G. Spontak...................................................... 126,662(6) 1.5%
William H. Shupert.................................................... 57,267(7) --
Frank J. Wood......................................................... 43,519(8) --
Robert G. Shenk....................................................... 49,444(9) --
Cyril J. Greenya...................................................... 42,076(10) --
James B. Price........................................................ 47,356(11) --
Daniel J. Wagner...................................................... 36,950(12) --
Directors of DMIC (13):
Frederick W. Dreher................................................... 25,403(4) --
John E. Hiestand...................................................... 10,703(4) --
- -------------------
(1) Information furnished by each individual named. This table includes shares
that are owned jointly, in whole or in part, with the person's spouse, or
individually by his spouse.
Page 8 of 11 Pages
(2) Less than 1% unless otherwise indicated.
(3) Excludes Executive Officers listed under "Directors of DGI."
(4) Includes 8,889 shares of DGI Common Stock the director has currently
exercisable options to purchase under DGI's 1996 Equity Incentive Plan for
Directors.
(5) Includes 222,222 shares of DGI Common Stock Mr. Nikolaus has currently
exercisable options to purchase under DGI's Amended and Restated 1996
Equity Incentive Plan (the "1996 Equity Incentive Plan"), but excludes (i)
44,445 shares he has the option to purchase after July 1, 2000, (ii) 33,333
shares he has the option to purchase after December 16, 2000, (iii) 33,334
shares he has the option to purchase after December 16, 2001 and (iv)
33,333 shares he has the option to purchase after December 16, 2002.
(6) Includes 106,666 shares of DGI Common Stock Mr. Spontak has currently
exercisable options to purchase under the 1996 Equity Incentive Plan, but
excludes (i) 20,000 shares he has the option to purchase after July 1,
2000, (ii) 13,333 shares he has the option to purchase after December 16,
2000, (iii) 13,334 shares he has the option to purchase after December 16,
2001 and (iv) 13,333 shares he has the option to purchase after December
16, 2002.
(7) Includes 50,666 shares of DGI Common Stock Mr. Shupert has currently
exercisable options to purchase under the 1996 Equity Incentive Plan, but
excludes (i) 6,667 shares he has the option to purchase after July 1, 2000,
(ii) 3,333 shares he has the option to purchase after December 16, 2000,
(iii) 3,334 shares he has the option to purchase after December 16, 2001
and (iv) 3,333 shares he has the option to purchase after December 16,
2002.
(8) Includes 40,889 shares of DGI Common Stock Mr. Wood has currently
exercisable options to purchase under the 1996 Equity Incentive Plan, but
excludes (i) 8,889 shares he has the option to purchase after July 1, 2000,
(ii) 3,333 shares he has the option to purchase after December 16, 2000,
(iii) 3,334 shares he has the option to purchase after December 16, 2001
and (iv) 3,333 shares he has the option to purchase after December 16,
2002.
(9) Includes 44,445 shares of DGI Common Stock Mr. Shenk has currently
exercisable options to purchase under the 1996 Equity Incentive Plan, but
excludes (i) 7,111 shares he has the option to purchase after July 1, 2000,
(ii) 8,333 shares he has the option to purchase after December 16, 2000,
(iii) 8,334 shares he has the option to purchase after December 16, 2001
and (iv) 8,333 shares he has the option to purchase after December 16,
2002.
(10) Includes 40,889 shares of DGI Common Stock Mr. Greenya has currently
exercisable options to purchase under the 1996 Equity Incentive Plan, but
excludes (i) 7,111 shares he has the option to purchase after July 1, 2000,
(ii) 5,333 shares he has the option to purchase
Page 9 of 11 Pages
after December 16, 2000, (iii) 5,334 shares he has the option to purchase
after December 16, 2001 and (iv) 5,333 shares he has the option to purchase
after December 16, 2002.
(11) Includes 40,889 shares of DGI Common Stock Mr. Price has currently
exercisable options to purchase under the 1996 Equity Incentive Plan, but
excludes (i) 7,111 shares he has the option to purchase after July 1, 2000,
(ii) 5,333 shares he has the option to purchase after December 16, 2000,
(iii) 5,334 shares he has the option to purchase after December 16, 2001
and (iv) 5,333 shares he has the option to purchase after December 16,
2002.
(12) Includes 26,666 shares of DGI Common Stock Mr. Wagner has currently
exercisable options to purchase under the 1996 Equity Incentive Plan, but
excludes (i) 4,444 shares he has the option to purchase after July 1, 2000,
(ii) 3,333 shares he has the option to purchase after December 16, 2000,
(iii) 3,334 shares he has the option to purchase after December 16, 2001
and (iv) 3,333 shares he has the option to purchase after December 16,
2002.
(13) Excludes Directors listed under "Directors of DGI" and "Executive Officers
of DMIC and DGI."
(b) All of the persons together with his or her spouse and the entity
described in Item 5(a) have sole voting power and sole dispositive power over
all of the shares described in Item 5(a).
(c) Reference is made to Item 3 hereof.
To the best knowledge of DMIC, none of the persons named in Item 5(a)
hereof has purchased or disposed of any shares of DGI Common Stock during the 60
days preceding December 31, 1999, except (i) purchases pursuant to the DGI
Dividend Reinvestment Plan, (ii) purchases pursuant to the DGI Employee Stock
Purchase Plan, (iii) the purchases by DMIC in the Nasdaq National Market
reflected in Item 3 hereof and (iv) the following purchases in Nasdaq National
Market transactions by the persons listed in Item 5(a) hereof:
Aggregate
Number of Per Share Purchase
Name of Purchaser Date of Purchase Shares Purchased Purchase Price Price
- ----------------- ---------------- ---------------- -------------- -------------
Donald H. Nikolaus December 2, 1999 500 $6.25 $3,125
Donald H. Nikolaus December 2, 1999 500 6.38 3,188
Donald H. Nikolaus December 3, 1999 300 6.50 1,950
Donald H. Nikolaus December 3, 1999 200 6.38 1,275
Donald H. Nikolaus December 23, 1999 1,000 6.13 6,125
Donald H. Nikolaus December 27, 1999 1,000 6.25 6,250
Donald H. Nikolaus December 28, 1999 3,000 6.50 19,500
Donald H. Nikolaus December 29, 1999 500 6.38 3,188
Donald H. Nikolaus December 29, 1999 500 6.31 3,155
Page 10 of 11 Pages
Donald H. Nikolaus December 29, 1999 2,000 6.50 13,000
Donald H. Nikolaus December 30, 1999 1,000 6.38 6,375
Donald H. Nikolaus December 31, 1999 2,000 6.38 12,750
Donald H. Nikolaus December 31, 1999 3,876 5.42 21,003
Philip H. Glatfelter, II December 1, 1999 500 7.00 3,500
Philip H. Glatfelter, II December 2, 1999 300 6.38 1,913
Daniel J. Wagner December 29, 1999 10,000 6.50 65,000
Page 11 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
DONEGAL MUTUAL INSURANCE COMPANY
By: /s/ Ralph G. Spontak
----------------------------------------
Ralph G. Spontak, Senior Vice President,
Chief Financial Officer and Secretary
Dated: January 19, 2000