SEC Filing | Donegal Group Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 14D-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)

DONEGAL GROUP INC.

(Name of Subject Company (Issuer))

GREGORY MARK SHEPARD

(Name of Filing Persons (Offeror))
CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
257701300
(CUSIP Number of Class of Securities)

J. Victor Peterson

Lathrop & Gage LLP

155 North Wacker Drive

Chicago, IL 60606-1787

(312) 920-3300

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications

on Behalf of Filing Person)

CALCULATION OF FILING FEE

TRANSACTION VALUATION*		AMOUNT OF FILING FEE**

$28,879,080		$3,939.11

For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the transaction valuation was calculated on the basis of the purchase of 962,636 shares of Donegal Group Inc. Class B common stock at the Tender Offer price of $30.00 per share.

The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934 and Fee Rate Advisory No. 1 for fiscal year 2013 issued by the Securities and Exchange Commission on August 31, 2012, by multiplying the transaction value by 0.0001364.

Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		$3,939.11		Filing Parties:		Gregory Mark Shepard
Form or Registration No.:		005-39100		Date Filed:		March 20, 2013

Check the box if the filing relates solely to preliminary communications made before the commencement of a Tender Offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x		third-party Tender Offer subject to Rule 14d-1.
¨		issuer Tender Offer subject to Rule 13e-4.
¨		going-private transaction subject to Rule 13e-3.
x		amendment to Schedule 13 D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the Tender Offer: ¨

This Amendment No. 3 (this “Amendment”) is filed by Gregory Mark Shepard, a Florida resident (“Offeror”). This Amendment further amends and supplements the Tender Offer Statement on Schedule TO and the exhibits thereto originally filed by Offeror with the Securities and Exchange Commission (the “SEC”) on March 20, 2013, as previously amended and supplemented by Amendment No. 1 thereto filed by Offeror with the SEC on March 27, 2013, and Amendment No. 2 thereto filed by Offeror with the SEC on April 9, 2013 (as previously amended and supplemented , the “Schedule TO”). The Schedule TO relates to the offer by Offeror to purchase, for cash, 962,636 shares of Class B common stock, par value $0.01 per share (“Class B Shares”), or such lesser number of shares as are properly tendered and not properly withdrawn, of Donegal Group Inc., a Delaware corporation (the “Company”), at a price of $30.00 per share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 20, 2013 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO.

Capitalized terms used in this Amendment but not otherwise defined have the meanings ascribed to them in the Offer to Purchase.

As permitted by General Instruction G to Schedule TO, this Amendment is also an amendment to the statement on Schedule 13D originally filed on July 12, 2010, as subsequently amended, by Offeror.

Item 12. Exhibits.

Item 12 of Schedule TO is hereby amended and supplemented to include the following: “(a)(1)(J) Text of press release regarding offer issued by Offeror dated April 11, 2013,” and “(a)(1)(K) Letter from Offeror to Donald H. Nikolaus, President and CEO of the Company, dated April 10, 2013.”

After due 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.



By:		/ S / GREGORY MARK SHEPARD

EXHIBIT INDEX

EXHIBIT NO.		DOCUMENT


(a)(1)(A)		Offer to Purchase dated March 20, 2013. *

(a)(1)(B)		Form of Letter of Transmittal. *

(a)(1)(C)		Form of Notice of Guaranteed Delivery. *

(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *

(a)(1)(E)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees. *

(a)(1)(F)		Summary Advertisement as published in Investor’s Business Daily on March 20, 2013. *

(a)(1)(G)		Text of press release regarding offer issued by Offeror dated March 20, 2013. *

(a)(1)(H)	Text of press release regarding offer issued by Offeror dated March 27, 2013. *
(a)(1)(I)	Text of press release regarding offer issued by Offeror dated April 9, 2013. *
(a)(1)(J)	Text of press release regarding offer issued by Offeror dated April 11, 2013.
(a)(1)(K)	Letter from Offeror to Donald H. Nikolaus, President and CEO of the Company, dated April 10, 2013.
(b)		Not Applicable.

(d)(1)		Not Applicable.

(d)(2)		Not Applicable.

(d)(3)		Not Applicable.

(e)		Not Applicable.

(f)		Not Applicable.

* Previously filed.

Exhibit (a)(1)(J)

FOR IMMEDIATE RELEASE

Shepard Blasts Donegal Group CEO Nikolaus for Outrageous Potential Dilution of Shareholders

Bradenton, Florida, April 11, 2013 (NASDAQ: “DGICB”) – Gregory M. Shepard announced today that he has sent a letter to Donegal Group Inc.’s (“Donegal”) CEO and President, Don Nikolaus, demanding that he explain the extraordinarily high number of options granted to himself and other Donegal insiders and employees relative to industry peers at Donegal’s upcoming Annual Meeting of Shareholders on April 18, 2013. The letter is available on the SEC’s website at www.sec.gov, under Donegal Group or under Gregory Mark Shepard, as an attachment to Mr. Shepard’s Schedule TO amendment filed today.

According to Mr. Shepard, “The number of Donegal Class A shares issuable upon the exercise of options granted through December 31, 2012, is approximately 33% of Donegal’s total number of Class A shares outstanding, calculated on a fully diluted basis.” Mr. Shepard continued, “I hired Duff & Phelps to assist me in compiling the numbers. The results show a staggering disregard on the part of Don Nikolaus and the Donegal Board of Directors for their shareholders, in my opinion. Don Nikolaus and the Board members have enriched themselves at the expense of shareholders.”

According to Mr. Shepard, “The potential dilution to Donegal shareholders because of option grants far exceeds that of the peer companies listed by Donegal in its 2012 10-K. The peer companies listed by Donegal are Cincinnati Financial Corp. (“CINF”), Eastern Insurance Holdings Inc. (“EIHI”), EMC Insurance Group Inc. (“EMCI”), The Hanover Insurance Group, Inc. (“THG”), Horace Mann Educator’s Corp. (“HMN”), Selective Insurance Group, Inc. (“SIGI”), State Auto Financial Corp. (“STFC”), Tower Group International, Ltd. (formerly Tower Group Inc.) (“TWGP”) and United Fire and Casualty Co. (“UFCS”). The shares issuable upon the exercise of options granted through December 31, 2012 by these peer companies amount to 4.8%, 13.7%, 12.3%, 6.5%, 4.8%, 2.0%, 8.2%, and 2.2% of their respective total outstanding shares (data unavailable for United Fire).”

“In comparison, the Donegal Class A shares issuable upon the exercise of options granted as of December 31, 2012, are an astounding 33% of the total outstanding Class A shares – almost three times as high as the next closest peer group company,” said Mr. Shepard.

Mr. Shepard continued, “Shame on Don Nikolaus and the Donegal Board of Directors. At the upcoming Annual Meeting of Shareholders, Don Nikolaus and the Board want shareholders to approve a new Class A stock option plan that would authorize the granting of options for yet another 4.5 million Class A shares, plus options for an additional 600,000 Class A shares to the Donegal directors, including the directors of Donegal Mutual. This is on top of the previously granted options for 6,700,825 Class A shares. Donegal currently has only approximately 20.1 million Class A shares and 5.6 million Class B shares outstanding.”

“It is particularly ironic that Donegal declined to recommend my tender offer to Class B stockholders, in part because Donegal wants these new stock option plans approved,” said Mr. Shepard.

Mr. Shepard added, “I first became a Donegal stockholder in 2005. At year-end 2005, Donegal had granted options for 735,802 Class A shares, representing approximately 5.2% of the 14,258,646 then-outstanding Class A shares and 4.0% of the 18,440,663 then-outstanding Class A and Class B shares combined. At the end of 2012, Donegal has granted options for 6,700,825 Class A shares, representing 33.5% of the 20,025,199 outstanding Class A Shares and 26.2% of the 25,601,974 outstanding Class A and Class B shares combined. The options have increased by 655% (i.e., 26.2% / 4.0%) in 7 years. That is outrageous. By comparison, Donegal’s book value has only increased by a total of 13% in the last 5 years.”

Mr Shepard asks stockholders to call Don Nikolaus, at 800-877-0600, and Jeffrey Miller, Senior Vice President and Chief Financial Officer, at 717-426-1931, if they are dissatisfied with the potential dilution to the shareholders.

On March 20, 2013, Gregory M. Shepard announced a tender offer for 962,636 of the outstanding shares of Class B Common Stock of Donegal at a price of $30 per Class B share (the “Offer”). The Offer represents approximately a 42% premium to the closing price of Donegal Class B shares on NASDAQ on March 19, 2013 – the last full trading day prior to the commencement of the Offer.

The Offer is not subject to any financing contingency. Other conditions apply to the Offer, including the tender of at least 925,000 Class B shares, insurance and bank regulatory approvals, expiration or early termination of the Hart-Scott-Rodino waiting period, and no litigation involving the Offer. Mr. Shepard is also seeking the appointment of three persons selected by him to the Donegal Board and the Board of Donegal Mutual Insurance Company (“Donegal Mutual”), as a condition of the Offer, without an increase in the size of each board from 12 directors.

The Offer will expire on April 19, 2013 at 11:59 p.m., New York City time, unless extended. Tenders of shares of Donegal’s Class B Common Stock must be made prior to the expiration of the Offer and may be withdrawn at any time prior to the expiration of the Offer. Only shares properly tendered and not properly withdrawn pursuant to the Offer will be purchased. The Offer includes withdrawal rights so that a tendering shareholder can freely withdraw any shares prior to acceptance of such shares for payment under the Offer.

Mr. Shepard is the beneficial owner of 3,602,900 Class A shares and 397,100 Class B shares of Donegal, which he acquired at a total cost of $58.6 million. Mr. Shepard has been a Class A and a Class B shareholder of Donegal since 2005, and he is now by far Donegal’s largest shareholder with the exception of Donegal Mutual.

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Donegal. It does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer to Purchase and the related Letter of Transmittal, which contain important information that should be read carefully before any decision is made with respect to the Offer.

The Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery are filed with the SEC and are available through the SEC’s website at http://www.sec.gov/. Any questions or requests for assistance or for additional copies of the Offer to Purchase, the related Letter of Transmittal and other related tender offer materials may be directed to the Information Agent at its address and telephone numbers set forth below, and copies will be furnished promptly at the Offeror’s expense. The Information Agent for the Offer is: D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005. Banks and Brokerage Firms please call collect: (212) 269-5550. All others call toll-free: (800) 967-5079. Email: information@dfking.com

Duff & Phelps’ analysis was provided to Mr. Shepard, at his request and expense, solely for informational purposes. The analysis is derived from data sourced from third parties, and Duff & Phelps takes no responsibility for any inaccuracies, errors or omissions in the third party source data or the analysis, and Duff & Phelps offers no representations, warranties or assurances with respect to, and accepts no liability or responsibility in connection with, either the source data or the analysis.

THE OFFER IS NOT INTENDED TO AND DOES NOT CONSTITUTE (I) A SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION FOR OR WITH RESPECT TO THE ANNUAL MEETING OR ANY SPECIAL MEETING OF DONEGAL’S STOCKHOLDERS OR (II) A SOLICITATION OF A CONSENT OR AUTHORIZATION IN THE ABSENCE OF ANY SUCH MEETING.

Exhibit (a)(l)(K)

Gregory M. Shepard

7028 Portmarnock Place

Bradenton, Florida 34202

April 10, 2013

Mr. Donald H. Nikolaus

President & Chief Executive Officer

Donegal Group, Inc.

1195 River Road

Marietta, Pennsylvania 17547

Re:

Request for Explanation of Extraordinarily High Level of Option Grants

Dear Mr. Nikolaus:

As you know, I have been a longstanding shareholder of Donegal Group, Inc. (“Donegal”) and currently hold 3,602,900 shares of Class A and 397,100 shares of Class B stock.

I am very disappointed that you have continued to issue options, especially to yourself and the other executives and directors, including Donegal Mutual Insurance Company directors, in such an outrageously high manner in comparison to even the industry peer companies identified by Donegal. These option grants are potentially highly dilutive to the shareholders.

I would like you to explain to the shareholders at the upcoming Annual Meeting on April 18, 2013, why you believe this was in the shareholders’ best interest, given the dismal price performance of Donegal’s Class A shares and Class B shares over the last seven years.

I attach an analysis that was compiled based on publicly available data by Duff & Phelps. I ask you to distribute this letter to the shareholders at the annual meeting and to discuss and justify your actions.

	Very truly yours,

	/s/ Gregory M. Shepard

	Gregory M. Shepard

$Z:\Vineyard\Live jobs\2013\04 Apr\10 Apr\Shift III\Gregory M. Shepard (Donegal Group) - Schedule TOA (v341053)\Draft\03-Production$


	To: Gregory M. Shepard
	From: Duff & Phelps, LLC
	Subject: Analysis of Options Grants of Donegal Group, Inc,
	Date: April 10, 2013

Dear Mr. Shepard:

We were engaged to perform an analysis of the option grants made by Donegal Group (“Donegal”). Listed below is a summary of our findings. Please refer to the attached appendix which has schedules supporting our analysis.

I. Current Options

Donegal has 3.1 million Vested options as of 12/31/2012, which is in the upper quartile of the group of selected guideline public companies (“GPCs”)

Donegal has 3.6 million Unvested options as of 12/31/2012, which is the highest number in the group of selected GPCs

The number of Donegal’s in-the-money options is equal to 3.9 million, which equates to a $3.4 million liability, if exercised

Relative to GPC, Donegal:

has the highest number of Options Granted with 1.8 million, 2.3 million and 1.3 million, in 2010, 2011 and 2012, respectively

has the highest number of Options Granted in relation to Total Number of Shares Outstanding, with 9.0%, 11.5% and 6.5% in 2010, 2011 and 2012, respectively, all of which are at least 6.0x the average of the GPCs

has the highest number of Options Granted from 2010-2012 in relation to Total Shares Outstanding at 27.0%

This analysis is provided solely for informational purposes and is derived from data sourced from third parties, and D&P takes no responsibility for any inaccuracies, errors or omissions in such third party data or in the analysis itself, and D&P offers no representations, warranties or assurances with respect thereto, and accepts no liability or responsibility in connection with either of the source data or the analysis.

Memo re: Donegal
Page 2 of 3

has the highest number of Options Granted (Cumulative) in relation to the Total Number of Shares Outstanding, with 20.0%, 26.5% and 33.4% in 2010, 2011 and 2012

is the highest in Option Value (calculated as Fair Value as of the date of grant) for all options granted from 2010-2012 as % of Market Capitalization (2.7%)¹

is the highest in its group of GPCs in Total Value of Options at Grant Date in 2012, with $10.3 million in value ²

is in the top of the upper quartile in its group of GPCs in Options Granted (Cumulative), with 4.0 million, 5.3 million and 6.70 million options outstanding in 2010, 2011 and 2012, respectively.

II. Earnings Dilution

The analysis in Section II assumes that the additional 10 million shares are authorized and issued in 2013.

We assume two different Net Income Forecasts for 2013.

If we assume that 2013 Net Income remains unchanged from 2012 at $18.5:

■

The increase in Class A Shares Outstanding would dilute EPS from $0.91 in 2012 to $0.61 in 2013

■

This increase in Class A Shares Outstanding would also result in decreased earnings attributable to Mr. Shepherd from $3.27 million in 2012 to $2.19 million in 2013

If we assume that 2013 Net Income increased to $24.1 million (based on a forecast from Thomson Reuters):

■

The increase in Total Number of Class A Shares Outstanding would dilute EPS from $0.91 in 2012 to $0.79 in 2013

This analysis excludes certain competitors whose Market Capitalization was less than $250 million or greater than $750 million as of 12/31/2012.

Id.

Memo re: Donegal
Page 3 of 3

■

This increase in Class A Shares Outstanding would also result in decreased earnings attributable to Mr. Shepherd from $3.27 million in 2012 to $2.86 million in 2013

III. Voting Dilution

If the 10 million additional authorized shares are issued in 2013:

The number of Total Number of Class A Shares Outstanding increases to 30.05 million (approximately 50% increase)

The increase in Class A Shares Outstanding dilutes Mr. Shepherd’s voting rights from 9.99% in 2012 to 8.8% in 2013

This increase in Class A Shares Outstanding would also dilute the voting rights of the average shareholder by roughly 11.6% (1 less 2012 Voting Shares of 7.58 million divided by 2013 Voting Shares of 8.58 million)