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): March 16, 2011
United Fire & Casualty
Company
(Exact name of registrant as
specified in its charter)
| Iowa | 001-34257 | 42-0644327 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 118 Second Avenue,
S.E., Cedar Rapids, Iowa |
52407 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (319) 399-5700
| Not
Applicable |
| (Former name or former address if changed since last report.) |
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
As previously disclosed, on November 30, 2010 United Fire & Casualty Company, an Iowa
corporation (“United Fire”), Red Oak Acquisition Corp., a Pennsylvania corporation and wholly owned
subsidiary of United Fire (“Acquisition Corp.”) and Mercer Insurance Group, Inc., a Pennsylvania
corporation (“Mercer”) entered into an Agreement and Plan of Merger, providing for the merger of
Mercer with and into Acquisition Corp., resulting in Mercer becoming a wholly owned subsidiary of
United Fire (the “Merger Agreement”).
On March 16, 2011, United Fire issued a press release announcing that (i) at the special
meeting of Mercer stockholders held on March 16, 2011, Mercer’s stockholders voted to approve a
proposal to adopt the Merger Agreement, (ii) as of March 9, 2011, United Fire had received the
required regulatory approvals from the Pennsylvania Insurance Department, the New Jersey Department
of Banking and Insurance, and the California Department of Insurance of United Fire’s acquisition
of control of Mercer’s insurance company subsidiaries located in Pennsylvania, New Jersey and
California and (iii) the parties currently anticipate completing the merger prior to the end of
March, 2011. Closing the transactions contemplated by the Merger Agreement remains subject to the
fulfillment or waiver of certain other customary closing conditions that have not yet been
satisfied.
A copy of United Fire’s press release is filed as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
Safe Harbor Statement
This communication contains certain statements related to either our future results, or our
intentions, beliefs and expectations or predictions for the future which are forward-looking
statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to certain risks and uncertainties that could cause actual
results to differ materially from either historical or anticipated results depending on a variety
of factors. Potential factors that could impact our results or intentions include: the possibility
that the expected efficiencies and cost savings from the proposed transaction will not be realized,
or will not be realized within the expected time period; the risk that the United Fire and Mercer
businesses will not be integrated successfully; disruption from the proposed transaction making it
more difficult to maintain business and operational relationships; the possibility that the
proposed transaction does not close, including, but not limited to, the failure to satisfy the
closing conditions; general economic conditions in the jurisdictions in which United Fire and
Mercer do business; changes in global equity and fixed income markets that could affect the return
on invested assets; fluctuations in exchange and interest rates that could influence revenue and
expense; changes in the competitive environment; changes in commercial property and casualty
markets and commercial premium rates that could impact revenues; the impact of class actions and
individual lawsuits including client class actions, securities class actions, derivative actions
and ERISA class actions; and the cost of resolution of other contingent liabilities and loss
contingencies. Additional information concerning United Fire’s business, including factors that
potentially could materially affect United Fire’s financial results, is contained in United Fire’s filings with the Securities and Exchange Commission (the “SEC”). See United Fire’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2010. Annual Report to Shareholders for
the fiscal year ended December 31, 2009, and other public filings with the SEC for a further
discussion of these and other risks and uncertainties applicable to United Fire’s business. United
Fire does not undertake, and expressly disclaims, any duty to update any forward-looking statement
whether as a result of new information, future events or changes in their respective expectations,
except as required by law.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: |
| Exhibit | ||
| Number | Description of Exhibit | |
99.1
|
Press Release, issued by United Fire on March 16, 2011. |
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.
| United Fire & Casualty Company (Registrant) |
||||
| /s/ Randy A. Ramlo | ||||
| Randy A. Ramlo, Chief Executive Officer | ||||
Date: March 16, 2011
EXHIBIT INDEX
| Exhibit | ||
| Number | Description of Exhibit | |
99.1
|
Press Release, issued by United Fire & Casualty Company on March 16, 2011. |
