UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
DONEGAL GROUP INC.
(Name of Subject Company (Issuer))
GREGORY MARK SHEPARD
(Name of Filing Persons (Offeror))
CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
257701300
(CUSIP Number of Class of Securities)
J. Victor Peterson
Lathrop & Gage LLP
155 North Wacker Drive
Chicago, IL 60606-1787
(312) 920-3300
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications
on Behalf of Filing Person)
CALCULATION OF FILING FEE
| TRANSACTION VALUATION* | AMOUNT OF FILING FEE** | |
|
| ||
| $28,879,080 | $3,939.11 | |
| * | For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the transaction valuation was calculated on the basis of the purchase of 962,636 shares of Donegal Group Inc. Class B common stock at the Tender Offer price of $30.00 per share. |
| ** | The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934 and Fee Rate Advisory No. 1 for fiscal year 2013 issued by the Securities and Exchange Commission on August 31, 2012, by multiplying the transaction value by 0.0001364. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | $3,939.11 | Filing Parties: | Gregory Mark Shepard | |||
| Form or Registration No.: | 005-39100 | Date Filed: | March 20, 2013 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a Tender Offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party Tender Offer subject to Rule 14d-1. | |
| ¨ | issuer Tender Offer subject to Rule 13e-4. | |
| ¨ | going-private transaction subject to Rule 13e-3. | |
| x | amendment to Schedule 13 D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the Tender Offer: ¨
This Amendment No. 8 (this “Amendment”) is filed by Gregory Mark Shepard, a Florida resident (“Offeror”). This Amendment further amends and supplements the Tender Offer Statement on Schedule TO and the exhibits thereto originally filed by Offeror with the Securities and Exchange Commission (the “SEC”) on March 20, 2013, as previously amended and supplemented by Amendment No. 1 thereto filed by Offeror with the SEC on March 27, 2013, Amendment No. 2 thereto filed by Offeror with the SEC on April 9, 2013, Amendment No. 3 thereto filed by Offeror with the SEC on April 11, 2013, Amendment No. 4 thereto filed by Offeror with the SEC on April 22, 2013, Amendment No. 5 thereto filed by Offeror with the SEC on May 8, 2013, and Amendment No. 6 thereto filed by Offeror with the SEC on May 17, 2013, and Amendment No. 7 thereto filed by Offeror with the SEC on May 21, 2013 (as previously amended and supplemented, the “Schedule TO”).
The Schedule TO relates to the offer by Offeror to purchase, for cash, 962,636 shares of Class B common stock, par value $0.01 per share (“Class B Shares”), or such lesser number of shares as are properly tendered and not properly withdrawn, of Donegal Group Inc., a Delaware corporation (the “Company”), at a price of $30.00 per share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 20, 2013 attached as Exhibit (a)(1)(A) to the Schedule TO (the “Offer to Purchase”), and in the related Form of Letter of Transmittal attached as Exhibit (a)(1)(B) to the Schedule TO (the “Letter of Transmittal”).
Capitalized terms used in this Amendment but not otherwise defined have the meanings ascribed to them in the Offer to Purchase.
As permitted by General Instruction G to Schedule TO, this Amendment is also an amendment to the statement on Schedule 13D originally filed on July 12, 2010, as subsequently amended, by Offeror.
All information set forth in the Offer to Purchase is incorporated by reference to Items 1 through 11 in the Schedule TO, except those items as to which information is specifically provided herein.
The Offer to Purchase is hereby amended by:
Section 10 – “Source and Amount of Funds”
Replacing the second and third paragraphs of Section 10 – “Source and Amount of Funds” on page 17 of the Offer to Purchase with the following:
Offeror holds, in addition to his shares of the Company, 1,000,000 shares of a New York Stock Exchange-listed publicly traded company. Offeror bought these shares on the open market, and they were not purchased on margin credit or with any debt. There is no restriction against the sale of these shares, and they have not been pledged or hypothecated in any way. There is no lien on these shares and they are freely tradable. The average ten-day trading volume for this stock is over 1.5 million shares, according to Yahoo Finance as of June 12, 2013. Accordingly, there is a ready market for Offeror to liquidate his holdings of this security in order to have the funds required to purchase the Class B Shares pursuant to the Offer. However, if the trading price of such stock at or around the Expiration Date were to decline by more than approximately 17% below the stock’s 50-day moving average, according to Yahoo Finance as of June 12, 2013, Offeror’s ability to generate the $29 million required to fund his purchase of 962,636 Class B Shares in the event of a fully subscribed Offer could be adversely affected.
Offeror’s net worth is $100 million to $120 million. Offeror has no liabilities that are due and payable prior to the Expiration Date, other than immaterial liabilities for which Offeror has set aside sufficient funds to pay when due. The amount of Offeror’s illiquid assets is $20 million to $32 million. Offeror’s illiquid assets consist primarily of farmland and residences, and a relatively small proportion of Offeror’s illiquid assets consists of personal property.”
* * *
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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| By: | / S / GREGORY MARK SHEPARD | |||
EXHIBIT INDEX
|
EXHIBIT NO. |
DOCUMENT | ||
| (a)(1)(A) | Offer to Purchase dated March 20, 2013. * | ||
| (a)(1)(B) | Form of Letter of Transmittal. * | ||
| (a)(1)(C) | Form of Notice of Guaranteed Delivery. * | ||
| (a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * | ||
| (a)(1)(E) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * | ||
| (a)(1)(F) | Summary Advertisement as published in Investor’s Business Daily on March 20, 2013. * | ||
| (a)(1)(G) | Text of Press Release Regarding Offer Issued by Offeror dated March 20, 2013. * | ||
|
(a)(1)(H) |
Text of Press Release Regarding Offer Issued by Offeror dated March 27, 2013. * | ||
| (a)(1)(I) | Text of Press Release Regarding Offer Issued by Offeror dated April 9, 2013. * | ||
| (a)(1)(J) | Text of Press Release Regarding Offer Issued by Offeror dated April 11, 2013. * | ||
| (a)(1)(K) | Letter from Offeror to Donald H. Nikolaus, President and CEO of the Company, dated April 10, 2013. * | ||
| (a)(1)(L) | Text of Press Release Regarding Offer Issued by Offeror dated April 22, 2013. * | ||
| (a)(1)(M) | Text of Press Release Regarding Offer Issued by Offeror dated May 8, 2013. * | ||
| (a)(1)(N) | Text of Press Release Regarding Offer Issued by Offeror dated May 21, 2013. * | ||
| (b) | Not Applicable. | |
| (d)(1) | Not Applicable. | |
| (d)(2) | Not Applicable. | |
| (d)(3) | Not Applicable. | |
| (e) | Not Applicable. | |
| (f) | Not Applicable. |
* Previously filed.