Attached files
file | filename |
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8-K - 8-K - DONEGAL GROUP INC | w79687ke8vk.htm |
EX-99.1 - EX-99.1 - DONEGAL GROUP INC | w79687kexv99w1.htm |
AMENDMENT
TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT dated as of September 1, 2010 (this
Amendment) to the Agreement and Plan of Merger dated
as of April 19, 2010, as amended and restated on
May 20, 2010 (the Agreement), among DONEGAL
ACQUISITION INC. (DAI), DONEGAL FINANCIAL SERVICES
CORPORATION (DFSC), DONEGAL MUTUAL INSURANCE COMPANY
(DMIC), DONEGAL GROUP INC. (DGI) and
UNION NATIONAL FINANCIAL CORPORATION (UNNF).
WITNESSETH:
WHEREAS, DAI, DFSC, DMIC, DGI and UNNF, as permitted by
Section 10.3 of the Agreement, desire to amend the
Agreement to the extent specified in this Amendment;
NOW, THEREFORE, DAI, DFSC, DMIC, DGI and UNNF, in consideration
of the agreements and covenants contained in this Amendment and
in the Agreement and intending to be legally bound hereby,
covenant and agree as follows:
1. Amendment of Section 1.4(a) of the
Agreement. Section 1.4(a) of the
Agreement is hereby amended and restated so that, as amended and
restated, said Section 1.4(a) of the Agreement shall read
in its entirety as follows:
1.4 Conversion of UNNF Capital Stock.
(a) Subject to the provisions of this Agreement each share
of common stock, par value $.25 per share, of UNNF (UNNF
Common Stock) issued and outstanding immediately prior to
the Effective Time, other than Treasury Shares as defined in
Section 1.4(b) and shares held by DMIC or DFSC shall, by
virtue of the Parent Merger, no longer be outstanding and shall
as of the Effective Time automatically be converted into and
shall thereafter represent the right to receive as merger
consideration (the Merger Consideration) 0.2134 of a
share (the Exchange Ratio) of Class A Common
Stock, par value $.01 per share, of DGI currently held by DMIC
(DGI Common Stock) and that amount of cash as equals
$8.25 less the value of 0.2134 shares of DGI Class A
common stock, based on the average closing price of DGI
Class A common stock for the five trading days preceding
the Effective Time, but in no event less than $5.05 per share in
cash or more than $5.90 per share in cash, and each share of 5%
non-cumulative non-voting convertible perpetual preferred stock,
Series A, par value $.25 per share, of UNNF (the UNNF
Preferred Stock) issued and outstanding immediately prior
to the Effective Time shall, by virtue of the Parent Merger, no
longer be outstanding and shall as of the Effective Time
automatically be converted into and shall thereafter represent
the right to receive as merger consideration an amount of cash
and DGI Common Stock equal to the number of shares of UNNF
Common Stock into which each share of UNNF Preferred Stock is
convertible, multiplied by the Exchange Ratio, provided,
however, that Donegal Mutual has no obligation under this
Agreement to make available more than 600,000 shares (the
Stock Amount) of DGI Common Stock as Merger
Consideration.
2. Ratification of Remainder of the
Agreement. Except for the amendment to
Section 1.4(a) of the Agreement as set forth in
Section 1 of this Amendment, all of the terms and
provisions of the Agreement are hereby ratified and confirmed
and shall remain in full force and effect.
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IN WITNESS WHEREOF, DAI, DFSC, DMIC, DGI and UNNF, by their
officers thereunto duly authorized, have executed this Amendment
as of the day and year first above written.
DONEGAL ACQUISITION INC.
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DONEGAL GROUP INC. | |
By:
/s/ Donald
H. Nikolaus |
By: /s/ Donald
H. Nikolaus |
|
Donald H. Nikolaus, President
|
Donald H. Nikolaus, President | |
DONEGAL FINANCIAL SERVICES CORPORATION
|
UNION NATIONAL FINANCIAL CORPORATION | |
By:
/s/ Donald
H. Nikolaus |
By: /s/ Mark
D. Gainer |
|
Donald H. Nikolaus, President
|
Mark D. Gainer, President | |
DONEGAL MUTUAL INSURANCE COMPANY
|
||
By:
/s/ Donald
H. Nikolaus |
||
Donald H. Nikolaus, President
|
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