sc13dza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 16 )
(Name of Issuer)
Class A common stock, par value $.01 per share
Class B common stock, par value $.01 per share
(Title of Classes of Securities)
Class A common stock - 257701 20 1
Class B common stock - 257701 30 0
(CUSIP Numbers)
Jeffrey D. Miller, Senior Vice President and Chief Financial Officer
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)
(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: o
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.
|
|
|
|
|
|
|
|
|
|
|
CUSIP
Nos. |
|
257701 20 1 and 257701 30 0 |
SCHEDULE 13D |
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSONS
Donegal Mutual Insurance Company |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) o |
|
(b) o N/A |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK 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 |
|
|
|
NUMBER OF |
|
8,355,184 shares of Class A common stock and 4,180,234 shares of Class B common stock |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
N/A |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON WITH |
|
8,355,184 shares of Class A common stock and 4,180,234 shares of Class B common stock |
|
|
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
N/A |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
8,355,184 shares of Class A common stock and 4,180,234 shares of Class B common stock |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
N/A
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
42.0% of Class A common stock and 75.0% of Class B common stock; 66.3% of total voting power |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
IC HC |
-2-
PREFATORY NOTE
Donegal Mutual Insurance Company, or Donegal Mutual, is filing this Amendment No. 16 to
Schedule 13D/A to update the information contained in Amendment No. 15 to Schedule 13D/A. All of
the information disclosed in this Amendment No. 16 to Schedule 13D/A has been previously publicly
reported in the Form 10-K Annual Report of Donegal Group Inc., or DGI, for the year ended December
31, 2008, the proxy statement relating to DGIs April 16, 2009 annual meeting of stockholders and
the periodic reports DGI files with the Securities and Exchange Commission, or the SEC, on Forms
10-Q and 8-K.
-3-
Item 2. Identity and Background.
Donegal Mutual Insurance Company, or Donegal Mutual, hereby supplements and amends Item 2 so
that, as supplemented and amended, Item 2 reads in its entirety as follows:
The address of the principal place of business and the principal office of Donegal Mutual, a
Pennsylvania mutual fire insurance company formed in 1889, the entity filing this Amendment No. 16
to Schedule 13D/A, is 1195 River Road, Marietta, Pennsylvania 17547.
Donegal Mutual formed Donegal Group Inc., or DGI, as a downstream holding company in 1986 as a
strategic initiative to provide access to additional sources of capital and surplus to allow
Donegal Mutual to remain competitive, to provide it with the capacity to expand its business and to
assure its long-term viability. Donegal Mutual has maintained majority ownership of DGI since the
formation of DGI. At June 30, 2009, Donegal Mutual owned approximately 42.0% of the Class A common
stock of DGI and approximately 75.0% of the Class B common stock of DGI.
DGIs insurance subsidiaries and Donegal Mutual have interrelated operations. While each
company maintains its separate corporate existence, DGIs insurance subsidiaries and Donegal Mutual
conduct business together as the Donegal Insurance Group. As such, Donegal Mutual and DGIs
insurance subsidiaries have the same business philosophy, the same management, the same employees
and the same facilities and offer the same types of insurance products.
Donegal Mutual believes that the interrelated operations of Donegal Mutual and DGIs insurance
subsidiaries conduct are in the best interests of DGI and its stockholders and Donegal Mutual and
its policyholders and provides DGIs insurance subsidiaries and Donegal Mutual with a number of
competitive advantages, including:
|
|
|
facilitating stable management which permits the consistent underwriting discipline,
external growth and long-term profitability of DGIs insurance subsidiaries; |
|
|
|
|
creating operational and expense synergies from the combination of resources and
integrated operations of Donegal Mutual and DGIs insurance subsidiaries; |
|
|
|
|
enhancing DGIs opportunities to expand by acquisition because of the ability of
Donegal Mutual to affiliate with and, over time, acquire control of other mutual
insurance companies and, thereafter, demutualize them and sell them to DGI; |
|
|
|
|
producing more stable and uniform underwriting results for DGIs insurance
subsidiaries and Donegal Mutual over extended periods of time than DGI could achieve
without its relationship with Donegal Mutual; and |
-4-
|
|
|
providing Atlantic States Insurance Company (Atlantic States), DGIs largest
insurance subsidiary, with a significantly larger underwriting capacity because of the
underwriting pool that Donegal Mutual and Atlantic States have maintained since 1986. |
Donegal Mutual believes that the maintenance of its majority control of DGI is an essential
foundation of its strong financial condition and provides the benefits listed above to DGI. DGI
has a two-class voting structure that enables DGI to issue stock to raise additional equity capital
and to effect additional acquisitions without materially adversely affecting the relative voting
power of any stockholder. Donegal Mutual is committed to maintaining its majority control of DGI
to facilitate a continuation of the benefits provided to DGI and Donegal Mutual by Donegal Mutuals
majority control of DGI. Donegal Mutual will therefore continue to purchase DGIs Class A and
Class B common stock from time to time in the open market pursuant to SEC Rule 10b-18 and in
private transactions. Donegal Mutual is authorized by an order of the Pennsylvania Insurance
Department to acquire ownership of 100% of DGIs Class B common stock and up to 70% of DGIs Class
A common stock.
The directors of Donegal Mutual are Scott A. Berlucchi, Dennis J. Bixenman, Frederick W.
Dreher, Patricia A. Gilmartin, Philip H. Glatfelter, II, Cyril J. Greenya, John E. Hiestand, Kevin
M. Kraft, Sr., Donald H. Nikolaus and R. Richard Sherbahn.
Mr. Berlucchi has been President and Chief Executive Officer of Auburn Memorial Hospital since
2007. From 2004 to 2007, he was President and Chief Executive Officer of Elk Regional Health
System. He has been a director of Donegal Mutual since 2006.
Mr. Bixenman has been a Senior Consultant with Williams & Company, a consulting firm, for more
than the past 10 years. He has been a director of Donegal Mutual since 2006.
Mr. Dreher has been a partner in the law firm of Duane Morris LLP since 1971 and a director of
Donegal Mutual since 1996.
Mrs. Gilmartin has been an employee since 1969 of Donegal Insurance Agency, an insurance
agency that is not affiliated with Donegal Mutual or DGI, except that Donegal Insurance Agency
receives insurance commissions in the ordinary course of business from Donegal Mutual and DGIs
insurance subsidiaries in accordance with their respective standard commission schedules and agency
contracts. Mrs. Gilmartin has been a director of Donegal Mutual since 1979 and a director of DGI
since 1986.
Mr. Glatfelter retired in 1989 as a Vice President of Meridian Bank, a position he held for
more than five years prior to his retirement. Mr. Glatfelter has been a director of Donegal Mutual
since 1981; was Vice Chairman of Donegal Mutual from 1991 to 2001 and has been Chairman of the
Board of DGI and Donegal Mutual since 2001 and a director of DGI since 1986.
-5-
Mr. Greenya has been
Senior Vice President and Chief Underwriting Officer of Donegal Mutual
since 2005; was Senior Vice President, Underwriting of Donegal Mutual from December 1997 to
2005; was Vice President, Commercial Underwriting of Donegal Mutual from 1992 until December 1997
and served as Manager, Commercial Underwriting of Donegal Mutual from 1983 to 1992. Mr. Greenya
has been a director of Donegal Mutual since 2006.
Mr. Hiestand has been President of Hiestand Memorials, Inc. since 1977 and a director of
Donegal Mutual since 1983.
Mr. Kraft is the President of Clyde W. Kraft Funeral Home, Inc. for more than the past five
years. He has been a director of Donegal Mutual since 2003.
Mr. Nikolaus has been President and Chief Executive Officer of Donegal Mutual since 1981 and a
Director of Donegal Mutual since 1972. Mr. Nikolaus has been President and Chief Executive Officer
of DGI and a director of DGI since 1986. Mr. Nikolaus has been a partner in the law firm of
Nikolaus & Hohenadel since 1972.
Mr. Sherbahn has owned and operated Sherbahn Associates, Inc., a life insurance and financial
planning firm, since 1974. Mr. Sherbahn has been a director of Donegal Mutual since 1967.
The executive officers of Donegal Mutual are: Cyril J. Greenya, Jeffrey D. Miller, Donald H.
Nikolaus, Robert G. Shenk and Daniel J. Wagner.
Mr. Greenyas biographical data is stated above.
Mr. Miller has been Senior Vice President and Chief Financial Officer of Donegal Mutual and
DGI since 2005; he was Vice President and Controller of Donegal Mutual and DGI from 2000 to 2005
and Controller of Donegal Mutual and DGI from 1995 to 2000.
Mr. Nikolaus biographical data is stated above.
Mr. Shenk has been Senior Vice President, Claims of Donegal Mutual since December 1997, was
Vice President, Claims of Donegal Mutual from 1992 until December 1997 and served as Manager,
Casualty Claims of Donegal Mutual from 1985 to 1992.
Mr. Wagner has been Senior Vice President and Treasurer of Donegal Mutual and DGI since 2005,
was Vice President and Treasurer of Donegal Mutual from 2000 to 2005, was Treasurer of Donegal
Mutual and DGI from 1993 to 2000 and served as Controller of Donegal Mutual for five years prior
thereto.
The board of directors of DGI consists of Robert S. Bolinger, Patricia A. Gilmartin, Philip H.
Glatfelter, II, John J. Lyons, Jon M. Mahan, S. Trezevant Moore, Jr., Donald H. Nikolaus, Richard
Sherbahn and Richard D. Wampler, II. All of these individuals have been
-6-
directors of DGI since DGIs formation in August 1986, except for Mr. Lyons, who has been a
director of DGI since 2001, Mr. Mahan, who has been a director of DGI since 2006, Mr. Moore, who
has been a director of DGI since 2006, and Mr. Wampler, who has been a director of DGI since 2004.
Mr. Bolinger retired in 2001 as Chairman and Chief Executive Officer of Susquehanna
Bancshares, Inc., a position he had held since 1982.
Mr. Gilmartins biographical data is stated above.
Mr. Glatfelters biographical data is stated above.
Mr. Lyons was President and Chief Executive Officer of Keefe Managers, LLC, a manager of
private investment funds from February 1999 to June 2007 when Mr. Lyons retired. Since January
2008, Mr. Lyons has managed Keefe Ventures, LLC, a private investment fund.
Mr. Mahan has been a Managing Director in the Investment Banking Division of Stifel Nicolaus
Company, Incorporated since 2005 when Stifel Nicolaus Company acquired Legg Mason Wood Walker
Incorporated which Mr. Mahan joined in 1996 and where Mr. Mahan served as a principal from 2001 to
2004. He has been a director of DGI since 2006.
Mr. Moore is currently self-employed. From May 2008 to November 2008, he was a consultant to
a medical malpractice insurance company. Mr. Moore was an executive officer of Luminent Mortgage
Capital, Inc. from 2005 to 2007. He has been a director of DGI since 2006.
Mr. Nikolaus biographical data is stated above.
Mr. Sherbahns biographical data is stated above.
Mr. Wampler is a certificate public accountant and was principal of the accounting firm of
Brown Schultz Sheridan & Fritz, a position Mr. Wampler held from 1998 until he retired in 2005.
For 28 years prior thereto, Mr. Wampler was a partner in the accounting firm of KPMG LLP.
All of the executive officers and directors of Donegal Mutual and DGI are citizens of the
United States of America. Neither Donegal Mutual nor DGI nor any of their respective executive
officers or directors has, during the last five years, been convicted in a criminal proceeding
other than traffic violations and similar misdemeanors. Neither Donegal Mutual nor DGI nor any of
their respective executive officers or directors has, during the last five years, been subject to
any judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
-7-
violation with respect to such laws as a result of any civil proceeding of a judicial or
administrative body of competent jurisdiction.
Item 3. Source and Amount of Funds or Other Consideration.
Donegal Mutual hereby supplements and amends Item 3 so that, as supplemented and amended, Item
3 reads in its entirety as follows:
Donegal Mutual may from time to time purchase Class A common stock of DGI and Class B common
stock of DGI in the open market pursuant to SEC Rule 10b-18 and in private transactions. The
source of any funds Donegal Mutual uses for this purpose will be Donegal Mutuals available funds
on hand.
In March 2007, DGIs board of directors authorized a share repurchase program pursuant to
which DGI may repurchase up to 500,000 shares of DGIs Class A common stock at prices prevailing
from time to time in the open market subject to the provisions of SEC Rule 10b-18 and in privately
negotiated transactions. Through June 30, 2009, DGI had repurchased 494,769 shares of DGIs Class
A common stock under this share repurchase program.
In February 2009, DGIs board of directors authorized another share repurchase program
pursuant to which DGI may repurchase up to 300,000 shares of DGIs Class A common stock at prices
prevailing from time to time in the open market subject to the provisions of SEC Rule 10b-18 and in
privately negotiated transactions. Through June 30, 2009, DGI had not repurchased any shares of
DGIs Class A common stock under this repurchase program.
Item 4. Purpose of Transaction.
Donegal Mutual hereby supplements and amends Item 4 so that, as supplemented and amended, Item
4 reads in its entirety as follows:
As indicated in Item 3, Donegal Mutual and DGI believes it is beneficial to DGI and its
stockholders and Donegal Mutual and its policyholders that Donegal Mutual maintain its majority
control of DGI. Donegal Mutuals repurchase of shares of Class A common stock and Class B common
stock helps to maintain this majority control of DGI to the extent DGI issues additional Class A
common stock. The repurchase of shares of Class A common stock by DGI provides it with shares to
use for compensation and other corporate purposes of DGI without diluting the majority ownership of
DGI by Donegal Mutual. Donegal Mutual has no plans or proposals with respect to DGI or its
subsidiaries which relate to or would result in:
|
|
|
the disposition of shares of Class A common stock or shares of Class B common stock
of DGI; |
-8-
|
|
|
an extraordinary corporate transaction, such as a merger, reorganization of DGI or
any of its subsidiaries except for possible future mergers among the insurance
subsidiaries of DGI for cost-savings reasons; |
|
|
|
|
a sale or transfer of a material amount of assets; |
|
|
|
|
any change in the current board of directors or management of DGI, including any
plans or proposals to change the number or terms of directors or to fill any existing
vacancies on the board; |
|
|
|
|
any material change in the present capitalization or dividend policy of DGI; |
|
|
|
|
any material change in DGIs business or corporate structure; |
|
|
|
|
changes in DGIs certificate of incorporation or by-laws or any other actions which
may impede an acquisition of control of DGI by any person; |
|
|
|
|
causing a class of equity securities of DGI to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; |
|
|
|
|
a class of equity securities of DGI becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or |
|
|
|
|
any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer.
Donegal Mutual hereby supplements and amends Item 5 so that, as supplemented and amended, Item
5 reads in its entirety as follows:
(a) As of June 30, 2009, the following persons and entity beneficially owned the number of
shares of Class A common stock and Class B common stock set forth opposite their respective names:
-9-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
Percent of |
|
Class B |
|
Percent of |
|
|
|
|
Shares |
|
Outstanding |
|
Shares |
|
Outstanding |
|
|
Name of Individual |
|
Beneficially |
|
Class A |
|
Beneficially |
|
Class B |
|
Percent of |
or Identity of Group |
|
Owned(1) |
|
Shares(2) |
|
Owned(1) |
|
Shares(2) |
|
Total Votes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donegal Mutual Insurance Company
1195 River Road
Marietta, Pennsylvania 17547 |
|
|
8,355,184 |
|
|
|
42.0 |
% |
|
|
4,180,234 |
|
|
|
75.0 |
% |
|
|
66.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors of DGI: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donald H. Nikolaus |
|
|
879,503 |
(3) |
|
|
4.4 |
% |
|
|
186,375 |
|
|
|
3.3 |
% |
|
|
3.6 |
% |
Robert S. Bolinger |
|
|
25,388 |
(4) |
|
|
|
|
|
|
1,450 |
|
|
|
|
|
|
|
|
|
Patricia A. Gilmartin |
|
|
15,007 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip H. Glatfelter, II |
|
|
29,500 |
(6) |
|
|
|
|
|
|
3,276 |
|
|
|
|
|
|
|
|
|
John J. Lyons |
|
|
62,784 |
(9) |
|
|
|
|
|
|
1,776 |
|
|
|
|
|
|
|
|
|
Jon M. Mahan |
|
|
12,266 |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S. Trezevant Moore, Jr. |
|
|
3,433 |
(8) |
|
|
|
|
|
|
1,000 |
|
|
|
|
|
|
|
|
|
R. Richard Sherbahn |
|
|
24,233 |
(10) |
|
|
|
|
|
|
677 |
|
|
|
|
|
|
|
|
|
Richard D. Wampler, II |
|
|
22,964 |
(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officers of Donegal
Mutual and DGI (12): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert G. Shenk |
|
|
99,084 |
(13) |
|
|
|
|
|
|
5,450 |
|
|
|
|
|
|
|
|
|
Cyril J. Greenya |
|
|
79,809 |
(14) |
|
|
|
|
|
|
820 |
|
|
|
|
|
|
|
|
|
Daniel J. Wagner |
|
|
77,293 |
(15) |
|
|
|
|
|
|
166 |
|
|
|
|
|
|
|
|
|
Jeffrey D. Miller |
|
|
86,329 |
(16) |
|
|
|
|
|
|
582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors of Donegal Mutual(17): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott A. Berlucchi |
|
|
14,933 |
(18) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dennis J. Bixenman |
|
|
14,266 |
(19) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frederick W. Dreher |
|
|
90,901 |
(20) |
|
|
|
|
|
|
33,022 |
|
|
|
|
|
|
|
|
|
John E. Hiestand |
|
|
15,239 |
(21) |
|
|
|
|
|
|
157 |
|
|
|
|
|
|
|
|
|
Kevin M. Kraft, Sr. |
|
|
22,114 |
(22) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officers
of Donegal Mutual and DGI as
a group (18 persons) |
|
|
1,575,046 |
(23) |
|
|
7.9 |
% |
|
|
234,751 |
|
|
|
4.2 |
% |
|
|
5.2 |
% |
|
|
|
(1) |
|
Information furnished by each individual named. This table includes shares that are owned
jointly, in whole or in part, with the persons spouse, or individually by his or her spouse. |
|
(2) |
|
Less than 1% unless otherwise indicated. |
|
(3) |
|
Includes 466,666 shares of Class A common stock that Mr. Nikolaus has the right to purchase
under stock options granted by DGI that are currently exercisable. Also |
-10-
|
|
|
|
|
includes 150,154 shares of Class A common stock and 3,938 shares of Class B common stock
owned by a family foundation of which Mr. Nikolaus is trustee. |
|
(4) |
|
Includes 20,000 shares of Class A common stock that Mr. Bolinger has the right to purchase
under stock options granted by DGI that are currently exercisable. |
|
(5) |
|
Includes 10,000 shares of Class A common stock that Mrs. Gilmartin has the right to purchase
under stock options granted by DGI that are currently exercisable. |
|
(6) |
|
Includes 20,000 shares of Class A common stock that Mr. Glatfelter has the right to purchase
under options granted by DGI that are currently exercisable. |
|
(7) |
|
Includes 10,000 shares of class A common stock that Mr. Mahan has the right to purchase under
stock options granted by DGI that are currently exercisable. |
|
(8) |
|
Includes 2,500 shares of class A common stock that Mr. Moore has the right to purchase under
stock options granted by DGI that are currently exercisable. |
|
(9) |
|
Includes 20,000 shares of Class A common stock that Mr. Lyons has the right to purchase under
stock options granted by DGI that are currently exercisable. |
|
(10) |
|
Includes 20,000 shares of Class A common stock that Mr. Sherbahn has the right to purchase
under stock options granted by DGI that are currently exercisable. |
|
(11) |
|
Includes 20,000 shares of Class A common stock that Mr. Wampler has the right to purchase
under stock options granted by DGI that are currently exercisable. |
|
(12) |
|
Excludes Executive Officers listed under Directors of DGI. |
|
(13) |
|
Includes 83,333 shares of Class A common stock that Mr. Shenk has the right to purchase under
stock options granted by DGI that are currently exercisable. |
|
(14) |
|
Includes 76,666 shares of Class A common stock that Mr. Greenya has the right to purchase
under stock options granted by DGI that are currently exercisable. |
|
(15) |
|
Includes 76,666 shares of Class A common stock that Mr. Wagner has the right to purchase
under stock options granted by DGI that are currently exercisable. |
|
(16) |
|
Includes 78,333 shares of Class A common stock Mr. Miller has the right to purchase under
stock options granted by DGI that are currently exercisable. |
-11-
|
|
|
(17) |
|
Excludes Donegal Mutual directors listed under Directors of DGI and Executive Officers of
Donegal Mutual and DGI. |
|
(18) |
|
Includes 14,000 shares of Class A common stock that Mr. Berlucchi has the right to purchase
under stock options granted by DGI that are currently exercisable. |
|
(19) |
|
Includes 13,333 shares of Class A common stock that Mr. Bixenman has the right to purchase
under stock options granted by DGI that are currently exercisable. |
|
(20) |
|
Includes 20,000 shares of Class A common stock that Mr. Dreher has the right to purchase
under stock options granted by DGI that are currently exercisable. |
|
(21) |
|
Includes 10,000 shares of Class A common stock that Mr. Hiestand has the right to purchase
under stock options granted by DGI that are currently exercisable. |
|
(22) |
|
Includes 20,000 shares of Class A common stock that Mr. Kraft has the right to purchase under
stock options granted by DGI that are currently exercisable. |
|
(23) |
|
Includes 981,497 shares of Class A common stock the above-named persons have the right to
purchase under stock options granted by DGI that are currently exercisable. Excludes 291,668
shares of Class A common stock the above-named persons have the right to purchase under stock
options granted by DGI that are not currently exercisable. |
(b) Each of the persons together with his or her spouse, as applicable, and have sole voting
power and sole dispositive power over all of the shares described in Item 5(a).
To the knowledge of Donegal Mutual, none of the persons named in Item 5(a) has purchased or
disposed of any shares of capital stock of DGI during the 60 days preceding July 1, 2009.
-12-
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/ Jeffrey D. Miller
|
|
|
|
Jeffrey D. Miller, Senior Vice President |
|
|
|
and Chief Financial Officer |
|
|
Dated: July 1, 2009
-13-