As filed with the Securities and Exchange Commission on June 3, 2003
Registration No. 333-36585
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
DONEGAL GROUP INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2424711
----------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1195 River Road
Marietta, Pennsylvania 17547
(888) 877-0600
----------------------------------------------------
(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
--------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Kathleen M. Shay, Esquire
Duane Morris LLP
4200 One Liberty Place
Philadelphia, PA 19103-7396
(215) 979-1000
DEREGISTRATION OF SECURITIES
Pursuant to a Form S-3 Registration Statement (File No. 333-36585)
filed with the Securities and Exchange Commission (the "SEC") on September 26,
1997, as amended by Post-Effective Amendment No. 1 to Form S-3 Registration
Statement filed with the SEC on October 19, 2000, Donegal Group Inc. (the
"Company") registered 1,000,000 shares of its previously authorized common stock
in connection with the Donegal Group Inc. Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). Of this amount, the Company sold a total of 237,986
shares of common stock under the Plan.
Effective as of the close of business on April 19, 2001, the Company,
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 terminated.
On April 30, 2001 in connection with a Form S-3 Registration Statement
(File No. 333-59828), the Company, pursuant to Rule 457(p) under the Securities
Act of 1933, offset the full amount of the filing fee payable in connection with
such registration statement against $2,707.00 paid by the Company in connection
with the Form S-3 Registration Statement (File No. 333-36585) filed on September
26, 1997 with regard to the Plan, under which the offering had terminated.
Pursuant to Rule 457(p), upon the occurrence of such offset, 446,700 of the
shares of common stock registered under Registration Statement No. 333-36585 and
associated with the registration fee offset amount of $2,707.00 were deemed
deregistered.
Pursuant to the undertakings included in Item 17 of the Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 filed with the SEC on
October 19, 2000 and as required by Item 512 of Regulation S-K of the Securities
Act of 1933, the Company hereby deregisters and removes from registration the
remaining 315,314 shares of common stock registered under Registration Statement
No. 333-36585 that remain unsold under the Plan.
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Marietta, Pennsylvania
on June 3, 2003.
DONEGAL GROUP INC.
By: /s/ Donald H. Nikolaus
----------------------------
Donald H. Nikolaus, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
_________ _____ ____
/s/ Donald H. Nikolaus
------------------------------------ President, Chief Executive Officer June 3, 2003
Donald H. Nikolaus and a Director
(principal executive officer)
/s/ Ralph G. Spontak
------------------------------------ Senior Vice President, Chief Financial June 3, 2003
Ralph G. Spontak Officer and Secretary
(principal financial
and accounting officer)
* Director June 3, 2003
------------------------------------
Patricia A. Gilmartin
* Director June 3, 2003
------------------------------------
Philip H. Glatfelter, II
* Director June 3, 2003
------------------------------------
R. Richard Sherbahn
2
* Director June 3, 2003
------------------------------------
Robert S. Bolinger
Director June , 2003
------------------------------------
John J. Lyons
*By: /s/ Ralph G. Spontak
-------------------------------------
Ralph G. Spontak, as attorney in fact
*Signed pursuant to power of attorney
3