AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2002
REGISTRATION NO. 333-06787
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DONEGAL GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 23-2424711
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1195 River Road
Marietta, Pennsylvania 17547
(888) 877-0600
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Donald H. Nikolaus, President
Donegal Group Inc.
1195 River Road
Marietta, Pennsylvania 17547
(888) 877-0600
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Kathleen M. Shay, Esquire
Duane Morris
4200 One Liberty Place
Philadelphia, PA 19103-7396
(215) 979-1000
DEREGISTRATION OF SECURITIES
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Pursuant to a Form S-2 Registration Statement (File No. 333-06787) filed
with the SEC on June 25, 1996, Donegal Group registered 300,000 shares of its
previously authorized common stock in connection with the Donegal Group Inc.
Agency Stock Purchase Plan. A total of 13,234 shares of common stock was
originally sold under the plan. Pursuant to Rule 416(a), the total number of
shares of common stock then remaining, 286,766, was increased to 382,355 in July
1997 pursuant to a four-for-three stock split. Thereafter, an additional 26,816
shares of common stock were sold under the plan. Pursuant to Rule 416(a), the
total number of shares of common stock then remaining, 355,539, was increased to
474,052 in July 1998 pursuant to a four-for-three stock split. Thereafter, an
additional 126,923 shares of common stock were sold under the plan.
Effective as of the close of business on April 19, 2001, Donegal Group,
pursuant to stockholder approval, (i) reclassified its previously authorized
common stock into Class B common stock, (ii) effected a reverse stock split, as
the result of which each three shares of previously authorized common stock were
converted into one share of Class B common stock, (iii) authorized 30,000,000
shares of a new class of common stock with one-tenth of a vote per share
designated as Class A common stock and (iv) declared a dividend of two shares of
Class A common stock to be paid on each share of the Class B common stock
outstanding at the close of business on April 19, 2001. In connection with the
reverse stock split and the stock dividend, the plan was adjusted so that
two-thirds of the shares that remained purchasable under the plan for the
subscription period ending September 30, 2001 were shares of Class A common
stock and one-third of the shares were shares of Class B common stock. The plan
terminated on September 30, 2001.
Pursuant to the undertakings included in Item 17 of the Registration
Statement on Form S-2 filed with the SEC on June 25, 1996 and as required by
Item 512 of Regulation S-K of the Securities Act of 1933, Donegal Group hereby
deregisters and removes from registration the 347,129 shares of previously
authorized common stock registered under Registration Statement No. 333-06787
that remain unsold at the termination of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Post-Effective
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Marietta, Pennsylvania, on January 8,
2002.
DONEGAL GROUP INC.
By:/s/ Donald H. Nikolaus
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Donald H. Nikolaus, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ Donald H. Nikolaus President, Chief Executive Officer January 8, 2002
------------------------------ and a Director
Donald H. Nikolaus (principal executive officer)
/s/ Ralph G. Spontak Senior Vice President, Chief January 8, 2002
------------------------------ Financial Officer and Secretary
Ralph G. Spontak (principal financial and
accounting officer)
* Director January 8, 2002
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C. Edwin Ireland
* Director January 8, 2002
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Patricia A. Gilmartin
* Director January 8, 2002
-----------------------------
Philip H. Glatfelter, II
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Signature Title Date
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* Director January 8, 2002
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R. Richard Sherbahn
* Director January 8, 2002
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Thomas J. Finley, Jr.
* Director January 8, 2002
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Robert S. Bolinger
Director January , 2002
--
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John J. Lyons
*By: /s/ Ralph G. Spontak
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Ralph G. Spontak, as attorney in fact
*Signed pursuant to power of attorney
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