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): May 5, 2004 MERCHANTS GROUP, INC. ------------------------------ (Exact name of registrant as specified in its charter) Delaware -------------------------------- (State or other jurisdiction of incorporation) 1-9640 16-1280763 ------------------------ ----------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 250 Main Street, Buffalo, New York 14202 ------------------------ ----------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (716) 849-3333 -------------------------------------------------------------------------------- TABLE OF CONTENTS Item 5. Other Events. Item 12. Financial Statements and Exhibits. FORM 8-K EXHIBIT INDEX Exhibit 99 News Release Item 5. Other Events. On May 5, 2004, Merchants Group, Inc. issued a press release announcing the declaration of regular quarterly cash dividend on its common stock. Item 12. Financial Statements and Exhibits. The following exhibits are filed as a part of this report: Exhibit No. Description 99 Press release dated May 5, 2004. 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. MERCHANTS GROUP, INC. By: /s/ Kenneth J. Wilson ------------------------------------ Kenneth J. Wilson Chief Financial Officer Treasurer Dated: May 5, 2004 -2- EXHIBIT INDEX Exhibit No. ---------- 99 Press release dated May 5, 2004. -3-