Attached files
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EX-2.1 - SELECTIVE INSURANCE GROUP INC | v164221_ex2-1.htm |
EX-99.1 - SELECTIVE INSURANCE GROUP INC | v164221_ex99-1.htm |
UNITED
STATES
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)
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October
30, 2009 (October 27, 2009)
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SELECTIVE INSURANCE GROUP,
INC.
(Exact
name of registrant as specified in its charter)
New Jersey
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001-33067
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22-2168890
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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incorporation)
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40 Wantage Avenue, Branchville, New
Jersey
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07890
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(973)
948-3000
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Not Applicable
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
1 – Registrant’s Business and Operations
Item
1.01. Entry into a Material
Definitive Agreement.
On
October 27, 2009, Selective Insurance Group, Inc. (the “Company”), Selective
HR Solutions, Inc., a wholly-owned subsidiary of the Company (“SHRS”), and each of
the subsidiaries of SHRS (collectively, the “SHRS Subsidiaries”)
entered into a definitive Stock and Asset Purchase Agreement (the “Purchase Agreement”)
with AlphaStaff Group, Inc. and certain of its subsidiaries (collectively,
“AlphaStaff”),
pursuant to which: (i) SHRS will convert to a Florida limited
liability company (“SHRS LLC”); (ii) the SHRS Subsidiaries will
sell their assets and liabilities to AlphaStaff; (iii) the SHRS Subsidiaries
will merge with and into SHRS LLC with SHRS LLC surviving the merger; (iv) SHRS
LLC will distribute to the Company any right to receive the purchase price
payable by AlphaStaff under the Purchase Agreement, including the right to any
contingent future payments; and (v) all of the equity interests of SHRS LLC will
be sold by the Company to AlphaStaff.
The cash
consideration paid by AlphaStaff in the transaction will initially consist of
approximately $850,000 paid at Closing plus a payment of approximately $150,000
to be made in February 2010. Annual cash payments and quarterly
earn-out payments will also be made by AlphaStaff for a period of up to ten
years.
The
Purchase Agreement contains customary representations, warranties, and covenants
of the Company and AlphaStaff. The transaction is subject to the
receipt of certain regulatory approvals and other customary closing conditions,
and is expected to be consummated on January 1, 2010.
A copy of
the Purchase Agreement is attached to this report as Exhibit 2.1 and is
incorporated herein by reference. The description of the Purchase
Agreement herein is qualified in its entirety by reference to the Purchase
Agreement. The Purchase Agreement is attached to this Form 8-K to
provide information regarding its terms, and is not intended to be a source of
factual, business, or operational information regarding its terms or the parties
thereto. The Purchase Agreement contains representations and
warranties made by the parties thereto and solely for the benefit of the other
party. Such representations and warranties are qualified in several
important respects, including by the disclosure letter to the Purchase
Agreement, and information regarding the subject matter thereof may change after
the date such representations and warranties are made. Accordingly,
investors should not rely on such representations and warranties.
Section
7 – Regulation FD
Item
7.01. Regulation FD
Disclosure.
Attached
as Exhibit 99.1 is supplemental financial information about the
Company.
The
information contained in this report on Form 8-K, including the exhibits
attached hereto, is being furnished and shall not be deemed “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such
filing. The Company makes no admission as to the materiality of any
information in this report or the exhibits attached hereto.
Section
9 – Financial Statements and Exhibits
Item
9.01.
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Exhibits.
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(d) Exhibits
2.1
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Stock
and Asset Purchase Agreement, dated as of October 27, 2009, by and among
Selective Insurance Group, Inc., Selective HR Solutions, Inc. and its
subsidiaries, and AlphaStaff Group, Inc. and certain of its
subsidiaries. *
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99.1
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2008
and 2009 Quarterly Restated Consolidated Statements of
Income.
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* Certain
appendices, exhibits and/or similar attachments to the Purchase Agreement have
been omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated under the
Securities Exchange Act of 1934, as amended. The Company will furnish
supplementally a copy of any omitted appendix, exhibit, or similar attachment to
the United States Securities and Exchange Commission upon request.
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.
SELECTIVE
INSURANCE GROUP, INC.
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Date: October
30, 2009
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By:
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/s/ Michael H. Lanza
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Michael
H. Lanza
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Executive
Vice President and General
Counsel
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EXHIBIT
INDEX
Exhibit No.
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Description
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2.1
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Stock
and Asset Purchase Agreement, dated as of October 27, 2009, by and among
Selective Insurance Group, Inc., Selective HR Solutions, Inc and its
subsidiaries, and AlphaStaff Group, Inc. and certain of its
subsidiaries.
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99.1
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2008
and 2009 Quarterly Restated Consolidated Statements of
Income.
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