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): December 1, 2010
United Fire & Casualty
Company
(Exact name of registrant as
specified in its charter)
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Iowa |
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001-34257 |
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42-0644327 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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118 Second Avenue,
S.E.,
Cedar Rapids, Iowa
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52407 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (319) 399-5700
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Not
Applicable
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(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))
1
Item 7.01 Regulation FD Disclosure.
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 and
Mercer Insurance Group, Inc., a Pennsylvania corporation (Mercer) executed a definitive agreement
and plan of merger (the Merger Agreement), which was announced via press release, as previously
reported in United Fires Current Report on Form 8-K filed November 30, 2010.
On December 1, 2010, United Fire will hold a conference call, which was also announced in the
November 30, 2010 press release, to comment on the broad details and benefits of the proposed
merger and the transactions contemplated by the Merger Agreement to both United Fire and Mercer. A
copy of the slides to be presented during the conference call are attached hereto as Exhibit 99.1
and are incorporated into this Item 7.01 by reference.
The foregoing information in this Item 7.01 (including the exhibit hereto) is being furnished
under Item 7.01. Regulation FD Disclosure. Such information (including the exhibit hereto) shall
not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any filing under the Securities
Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in
such filing.
Safe Harbor Statement
This communication contains certain statements related to future results, or states 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 results 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 ability to obtain governmental approvals of the
merger on the proposed terms and schedule contemplated by the parties; the failure of shareholders
of Mercer to approve the proposed merger; 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, due 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. Further information concerning United Fire, Mercer, and their business,
including factors that potentially could materially affect United Fires and Mercers financial
results, is contained in United Fires and Mercers filings with the Securities and Exchange
Commission (the SEC). See United Fires and Mercers Annual Reports on Form 10-K and Annual
Reports to Shareholders for the fiscal years 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
Fires and Mercers businesses. Neither United Fire nor Mercer undertakes, and each of them
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.
Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy
our securities or the solicitation of any vote or approval. This communication is being made in
respect of the proposed transaction involving United Fire and Mercer. In connection with the
proposed transaction, United Fire and Mercer will be filing documents with the SEC, including the
filing by Mercer of a proxy statement regarding the proposed merger and the mailing of such proxy
statement to the Mercer shareholders. Before making any voting or investment decision, investors
and shareholders are urged to read carefully in their entirety the Mercer proxy statement regarding
the proposed transaction and any other relevant documents filed by either United Fire or Mercer
with the SEC when they become available because they will contain important information about the
proposed transaction. You may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SECs website (www.sec.gov) or in the Investors section of
Mercers web site at www.mercerins.com. The proxy statement and such other documents may also be
obtained, when available, for free from Mercer by directing such request to Mercer Insurance Group,
Inc., P.O. Box 278, Pennington, New Jersey 08534, telephone: (800) 762-6837.
Mercer and its directors and executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. You can find information about Mercers directors and executive officers in
its definitive proxy statement relating to the 2010 annual shareholder meeting and annual report on
Form 10-K for the fiscal year ended December 31, 2009, both filed with the SEC. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the Mercer proxy statement and
other relevant materials to be filed with the SEC when they become available. You can obtain free
copies of these documents from Mercer using the contact information above.
Item 9.01. Financial Statements and Exhibits.
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Exhibit |
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Number |
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Description of Exhibit |
99.1
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Presentation Slides referenced and made available in connection
with the conference call on December 1, 2010. |