-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VQMqHi0MJaayOZcBU1GjiTl31agXd/Smcqq8iOCp5CBP2NDx1DRRwgAW7brZPOxi 7XSSpRN5CrLkIGSxBbdwGw== 0001341004-05-000134.txt : 20051031 0001341004-05-000134.hdr.sgml : 20051031 20051031171938 ACCESSION NUMBER: 0001341004-05-000134 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051031 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051031 DATE AS OF CHANGE: 20051031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELECTIVE INSURANCE GROUP INC CENTRAL INDEX KEY: 0000230557 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 222168890 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08641 FILM NUMBER: 051167238 BUSINESS ADDRESS: STREET 1: 40 WANTAGE AVENUE CITY: BRANCHVILLE STATE: NJ ZIP: 07890 BUSINESS PHONE: 2019483000 MAIL ADDRESS: STREET 1: 40 WANTAGE AVE STREET 2: 40 WANTAGE AVE CITY: BRANCHVILLE STATE: NJ ZIP: 07890 FORMER COMPANY: FORMER CONFORMED NAME: SRI CORP DATE OF NAME CHANGE: 19860508 8-K 1 ny1048868.txt FORM 8-K 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) October 31, 2005 Selective Insurance Group, Inc. ------------------------------- (Exact name of registrant as specified in its charter) New Jersey 0-8641 22-2168890 ---------- ------ ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 40 Wantage Avenue, Branchville, New Jersey 07890 ------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (973) 948-3000 n/a --- (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: [ ] 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)) Item 8.01. Other Events. On October 31, 2005, Selective Insurance Group, Inc. (the "Company") issued a press release announcing that the Company is proposing to raise $100 million of gross proceeds through an offering of senior notes due 2035, subject to market conditions. The press release is attached hereto as Exhibit 99.1. On October 31, 2005, the Company issued a press release announcing the pricing of an offering of $100 million aggregate principal amount of its senior notes due 2035. The press release is attached hereto as Exhibit 99.2 Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release dated October 31, 2005. 99.2 Press Release dated October 31, 2005. SIGNATURE 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. (Registrant) Date: October 31, 2005 By: /s/ Michael H. Lanza -------------------- Name: Michael H. Lanza, Esq. Title: Senior Vice President, General Counsel & Corporate Secretary EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated October 31, 2005. 99.2 Press Release dated October 31, 2005. EX-99 2 ny1050122.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] Selective Insurance 40 Wantage Avenue Branchville, New Jersey 07890 www.selective.com For release on Oct. 31, 2005 Media Contact: Sharon Cooper 973-948-1324, sharon.cooper@selective.com Investor Contact: Jennifer Diberardino 973-948-1364, jennifer.diberardino@selective.com Selective Insurance Group Announces $100 Million Senior Notes Offering Branchville, NJ - Oct. 31, 2005 - Selective Insurance Group, Inc. (NASDAQ:SIGI) today announced it is proposing to raise $100 million of gross proceeds through an offering of senior notes due 2035, subject to market conditions. Selective intends to contribute $50 million of the net proceeds to fund an irrevocable trust to provide for payment obligations in respect of its outstanding debt. Selective intends to use the remainder of the net proceeds of the offering for general corporate purposes, which may include capital contributions to its insurance subsidiaries and share repurchases. The notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the "Securities Act") and institutional investors that are accredited investors within the meaning of the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum. Selective Insurance Group, Inc., headquartered in Branchville, New Jersey, is a holding company for six property and casualty insurance companies that offer primary and alternative market insurance for commercial and personal risks. The insurance companies are rated "A+" (Superior) by A.M. Best. Through other subsidiaries, the company offers medical claim management services; human resources administration services; risk management products and services; and flood insurance policy, administration and claim services. Selective maintains a website at www.selective.com In this press release, Selective and its management discuss and make statements based on currently available information regarding their intentions, beliefs, current expectations, and projections regarding Selective's future operations and performance. Such statements are "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995, which provides a safe harbor under the Securities Act of 1933 and the Securities Exchange Act of 1934 for forward-looking statements. These forward-looking statements are often identified by words such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "target," "project," "propose," "intend," "believe," "estimate," "predict," "potential," "pro forma," "seek," "likely," or "continue," or other comparable terminology and their negatives. Selective and its management assume no obligation to update these forward-looking statements due to changes in underlying factors, new information, future developments or otherwise. Selective and its management caution investors that such forward-looking statements are not guarantees of future performance. Risks and uncertainties are inherent in Selective's future performance. Factors that could cause Selective's actual results to differ materially from those indicated by such forward-looking statements, include, among other things, those discussed or identified from time to time in our public filings with the United States Securities and Exchange Commission ("SEC") and those associated with: o the frequency and severity of catastrophic events, including, but not limited to, hurricanes, tornadoes, windstorms, earthquakes, hail, severe winter weather, fires, explosions and terrorism; o adverse economic, market, regulatory, legal or judicial conditions; o the concentration of our business in a number of Eastern region states; o the adequacy of our loss reserves and loss expense reserves; o the cost and availability of reinsurance; o our ability to collect on reinsurance and the solvency of our reinsurers; o uncertainties related to insurance premium rate increases and business retention; o changes in insurance regulations that impact our ability to write and/or cease writing insurance policies in one or more states particularly changes in New Jersey automobile insurance laws and regulations; o our ability to maintain favorable ratings from rating agencies, including A.M. Best, S&P, Moody's and Fitch; o fluctuations in interest rates and the performance of the financial markets; and o our entry into new markets and businesses. Selective's SEC filings can be accessed through the Investors and Corporate Governance sections of the company's website, www.selective.com, or through the SEC's EDGAR Database at www.sec.gov (Selective EDGAR CIK No. 0000230557). ### EX-99 3 nyc1050122.txt EXHIBIT 99.2 - PRESS RELEASE Exhibit 99.2 [SELECTIVE GRAPHIC OMITTED] Selective Insurance 40 Wantage Avenue Branchville, New Jersey 07890 www.selective.com For release on Oct. 31, 2005 Media Contact: Sharon Cooper 973-948-1324, sharon.cooper@selective.com Investor Contact: Jennifer DiBerardino 973-948-1364, jennifer.diberardino@selective.com Selective Insurance Group Announces Pricing of Debt Offering Branchville, NJ - Oct. 31, 2005 - Selective Insurance Group, Inc. (NASDAQ:SIGI) today announced the pricing of its offering of $100 million aggregate principal amount of its 6.70% senior notes due 2035. Selective intends to contribute $50 million of the net proceeds to fund an irrevocable trust to provide for payment obligations in respect of its outstanding debt. Selective intends to use the remainder of the net proceeds of the offering for general corporate purposes, which may include capital contributions to its insurance subsidiaries and share repurchases. The notes were offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the "Securities Act") and institutional investors that are accredited investors within the meaning of the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale is unlawful. Selective Insurance Group, Inc., headquartered in Branchville, New Jersey, is a holding company for six property and casualty insurance companies that offer primary and alternative market insurance for commercial and personal risks. The insurance companies are rated "A+" (Superior) by A.M. Best. Through other subsidiaries, the company offers medical claim management services; human resources administration services; risk management products and services; and flood insurance policy, administration and claim services. Selective maintains a website at www.selective.com In this press release, Selective and its management discuss and make statements based on currently available information regarding their intentions, beliefs, current expectations, and projections regarding Selective's future operations and performance. Such statements are "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995, which provides a safe harbor under the Securities Act of 1933 and the Securities Exchange Act of 1934 for forward-looking statements. These forward-looking statements are often identified by words such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "target," "project," "propose," "intend," "believe," "estimate," "predict," "potential," "pro forma," "seek," "likely," or "continue," or other comparable terminology and their negatives. Selective and its management assume no obligation to update these forward-looking statements due to changes in underlying factors, new information, future developments or otherwise. Selective and its management caution investors that such forward-looking statements are not guarantees of future performance. Risks and uncertainties are inherent in Selective's future performance. Factors that could cause Selective's actual results to differ materially from those indicated by such forward-looking statements, include, among other things, those discussed or identified from time to time in our public filings with the United States Securities and Exchange Commission ("SEC") and those associated with: o the frequency and severity of catastrophic events, including, but not limited to, hurricanes, tornadoes, windstorms, earthquakes, hail, severe winter weather, fires, explosions and terrorism; o adverse economic, market, regulatory, legal or judicial conditions; o the concentration of our business in a number of Eastern region; o the adequacy of our loss reserves and loss expense reserves; o the cost and availability of reinsurance; o our ability to collect on reinsurance and the solvency of our reinsurers; o uncertainties related to insurance premium rate increases and business retention; o changes in insurance regulations that impact our ability to write and/or cease writing insurance policies in one or more states particularly changes in New Jersey automobile insurance laws and regulations; o our ability to maintain favorable ratings rating agencies, including A.M. Best, S&P, Moody's and Fitch; o fluctuations in interest rates and the performance of the financial markets; and o our entry into new markets and businesses. Selective's SEC filings can be accessed through the Investors and Corporate Governance sections of the company's website, www.selective.com, or through the SEC's EDGAR Database at www.sec.gov (Selective EDGAR CIK No. 0000230557). ### -----END PRIVACY-ENHANCED MESSAGE-----