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) November 3, 2005
Selective Insurance Group, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 0-8641 22-2168890
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
40 Wantage Avenue, Branchville, New Jersey 07890
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 948-3000
n/a
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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:
[ ] 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 1.01 Entry into a Material Definitive Agreement.
Indenture and Registration Rights Agreement
On November 3, 2005, Selective Insurance Group, Inc. (the "Company") completed
the offering (the "Offering") of $100,000,000 aggregate principal amount of
its 6.70% Senior Notes due 2035 (the "Notes"). In connection with the
Offering, the Company entered into an Indenture and a Registration Rights
Agreement, as described in the following paragraphs.
The Notes were issued under an indenture, dated as of November 3, 2005 (the
"Indenture"), between the Company and Wachovia Bank, National Association, as
trustee (the "Trustee"). The Indenture and form of note, which is attached as
an exhibit to the Indenture, provide, among other things, that the Notes will
bear interest of 6.70% per year (payable semi-annually on May 1 and November 1
of each year, beginning on May 1, 2006), and will mature on November 1, 2035.
The Notes may not be redeemed at the option of the Company or the holder. The
Company is not required to repurchase, redeem or modify the terms of any of
the Notes upon a change of control or other event involving the Company, which
may adversely affect the value of the Notes. Except for certain limitations on
liens on stock of restricted subsidiaries and on disposition of stock of
restricted subsidiaries, the Indenture does not contain any provisions
restricting the Company or any of its subsidiaries from incurring, assuming or
becoming liable with respect to any indebtedness or other obligations, whether
secured or unsecured, or any financial covenants or provisions restricting the
Company or its subsidiaries from paying dividends or making other
distributions on capital stock or from purchasing or redeeming capital stock.
The Company and its restricted subsidiaries may not incur any indebtedness
secured by a lien on the capital stock of a restricted subsidiary unless the
Notes are secured equally and ratably with such indebtedness.
The Indenture provides that each of the following is an event of default: (1)
default in the payment of any interest on any Note for 30 days after becoming
due; (2) default in the payment of the principal of any Note when due; (3)
default in the performance of, or breach of, any covenant or warranty
applicable to the Notes for 60 days after written notice of the failure,
requiring the Company to remedy the same, is given to the Company by the
Trustee or to the Company and the Trustee by the holders of 25% in aggregate
principal amount of outstanding Notes; (4) default under any bond, debenture,
note or other evidence of indebtedness or any mortgages, indentures or
instruments under which the Company then has outstanding indebtedness in an
aggregate amount of $10 million or more that has not already matured in
accordance with its terms, has become due after the expiration of any
applicable grace period or has been accelerated and the acceleration has not
been rescinded or annulled or the indebtedness has not been discharged within
ten days after notice is given to the Company by the Trustee or to the Company
and the Trustee by the holders of at least 25% in aggregate principal amount
of the outstanding Notes; or (5) certain events of bankruptcy, insolvency or
reorganization occur. If an event of default occurs and is continuing, either
the Trustee or the holders of at least 25% in principal amount of the
outstanding Notes may declare the entire principal amount of all the Notes to
be immediately due and payable.
In connection with the completion of the Offering, the Company entered into a
registration rights agreement (the "Registration Rights Agreement"), dated as
of November 3, 2005, with Keefe, Bruyette & Woods, Inc., the initial purchaser
of the Notes. Under the terms of the Registration
Rights Agreement, the Company agrees to register notes having substantially
identical terms as the Notes with the Securities and Exchange Commission as
part of an offer to exchange freely tradeable exchange notes (the "Exchange
Notes") for the Notes. The Company has agreed to file a registration statement
for the Exchange Notes within 120 days from November 3, 2005, to use its
reasonable best efforts to cause such registration statement to be declared
effective within 180 days from November 3, 2005, and to consummate an exchange
offer within 45 days of the registration statement being declared effective.
Under certain circumstances, the Company will be obligated to file a shelf
registration statement with respect to the Notes. Under the Registration Rights
Agreement, if the Company fails to satisfy certain filing and other obligations
with respect to the exchange, the Company will be obligated to pay additional
interest on the Notes at a rate per year equal to 0.25% for the first 90-day
period after such registration default occurs (from and including the date on
which any such registration default occurs to but excluding the date on which
all such registration defaults have ceased to be continuing) and 0.50%
thereafter of the applicable principal amount of the Notes.
The description set forth above is qualified in its entirety by the Indenture,
a copy of which is attached hereto as Exhibit 4.1, and the Registration Rights
Agreement, a copy of which is attached hereto as Exhibit 4.2.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The disclosure under Item 1.01 of this report relating to the Notes is also
responsive to Item 2.03 of this report and is incorporated by reference into
this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
4.1 Indenture, dated as of November 3, 2005, between Selective
Insurance Group, Inc. and Wachovia Bank, National Association, as
Trustee.
4.2 Registration Rights Agreement, dated as of November 3, 2005,
between Selective Insurance Group, Inc. and Keefe, Bruyette &
Woods, Inc.
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: November 9, 2005 By: /s/ Michael H. Lanza
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Name: Michael H. Lanza, Esq.
Title: Senior Vice President,
General Counsel &
Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
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4.1 Indenture, dated as of November 3, 2005, between Selective
Insurance Group, Inc. and Wachovia Bank, National Association,
as Trustee.
4.2 Registration Rights Agreement, dated as of November 3, 2005,
between Selective Insurance Group, Inc. and Keefe, Bruyette &
Woods, Inc.