-----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, WFxcZz4LNr3K+4yrGSVhwciBCq1m66u4WntndziuY68azzBHPDku3gYqm6C0NeDN JrJrjyXPK0GM46lsoMvDxA== 0000942618-07-000022.txt : 20070713 0000942618-07-000022.hdr.sgml : 20070713 20070713154313 ACCESSION NUMBER: 0000942618-07-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070713 DATE AS OF CHANGE: 20070713 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERCER INSURANCE GROUP INC CENTRAL INDEX KEY: 0001050690 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 232939601 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79427 FILM NUMBER: 07978692 BUSINESS ADDRESS: STREET 1: 10 NORTH HIGHWAY ONE CITY: PENNINGTON STATE: NJ ZIP: 08534 BUSINESS PHONE: 6097370426 MAIL ADDRESS: STREET 1: 10 N HWY 1 CITY: PENNINGTON STATE: NJ ZIP: 08534 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP CENTRAL INDEX KEY: 0000942618 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SC 13D/A 1 migp1.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Mercer Insurance Group Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 587902107 (CUSIP Number) Michael Emanuel, Esq. c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7047 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) July 6, 2007 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remained of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 587902107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 5,293 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,883 Shares of Common Stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,293 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 4,883 Shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,176 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.16% 14 TYPE OF REPORTING PERSON* CO, BD, IA SCHEDULE 13D CUSIP NO. 587902107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 127,232 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 127,232 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,232 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.93% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 587902107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 32,295 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 32,295 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,295 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.49% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 269151106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 100,431 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 100,431 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,431 Shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.53% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 269151106 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Offshore Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 69,192 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 69,192 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 69,192 Shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.05% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. - ------ ------------------- This statement refers to the Common Stock of Mercer Insurance Group, Inc., 10 North Hughway 31, P.O. Box 278, Pennington, N.J., 08534 . Item 2. Identity and Background. - ------ ----------------------- Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the same address. Its President is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation ("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are also directors. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L. Kempner are Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is a Delaware limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the investment adviser of LMOF. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. - ------ ------------------------------------------------ Shares of Common Stock were acquired by LAF, LPC**, LOF, LMF and LMOF in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. - ------ ---------------------- IN A FILING MADE EARLIER TODAY, LOEB HAD MADE A STATEMENT IN ERROR REGARDING THE COMPANY. THE FILING HAD STATED THAT LOEB BELIEVED THAT THE ISSUER MUST SELL ITSELF OR COMPLETELY LIQUIDATE. THIS STATEMENT WAS INADVERTANT AND IS NOT LOEB'S INTENTION, AND LOEB RESTATES SECTION 4 AS FOLLOWS: LAF, LPC**, LOF, LMF and LMOF ("Loeb") have acquired shares of Common Stock for investment purposes. Loeb intends to review its investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock of the Issuer, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional Common Stock and other securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise), selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock of the Issuer or changing its intention partially or entirely with respect to any and all matters referred to in Item 4. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) The persons reporting hereby owned the following shares of Common Stock as of July 11, 2007. Shares of Common Stock Loeb Arbitrage Fund 127,232 Loeb Partners Corporation** 10,176 Loeb Offshore Fund Ltd. 32,295 Loeb Marathon Fund LP 100,431 Loeb Marathon Offshore Fund Ltd. 69,192 -------- 339,326 - ----------------- **Including shares of Common Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. The total shares of Common Stock constitute 5.17% of the 6,560,720 outstanding shares of Common Stock as reported by the issuer. (b) See paragraph (a) above (c) The following purchases of Common Stock have been made in the last sixty (60) days by the following: Purchases of Common Stock Holder Date Shares Average Price Loeb Partners Corp.** 05-31-07 429 $18.40 06-01-07 237 18.44 06-04-07 928 18.56 06-05-07 765 18.38 06-06-07 71 18.20 06-07-07 529 18.37 06-13-07 124 18.37 06-04-07 123 18.48 06-15-07 443 19.32 06-18-07 94 19.85 06-19-07 460 19.86 06-20-07 1257 20.04 06-21-07 661 20.01 06-22-07 855 20.01 06-26-07 947 20.02 06-27-07 23 19.93 06-28-07 10 19.76 06-29-07 141 19.80 07-02-07 637 20.04 07-06-07 745 20.02 07-09-07 676 20.03 07-11-07 21 19.70 Holder Date Shares Average Price Loeb Arbitrage Fund 05-31-07 4814 $18.40 06-01-07 2969 18.44 06-04-07 11632 18.56 06-05-07 9591 18.38 06-06-07 883 18.20 06-07-07 6622 18.37 06-13-07 1553 18.37 06-14-07 1536 18.48 06-15-07 5624 19.32 06-18-07 1167 19.85 06-19-07 5763 19.86 06-20-07 15745 20.04 06-21-07 8280 20.01 06-22-07 10715 20.01 06-26-07 11861 20.02 06-27-07 301 19.93 06-28-07 123 19.76 06-29-07 1765 19.80 07-02-07 8110 20.04 07-06-07 17916 20.03 07-11-07 262 19.70 Holder Date Shares Average Price Loeb Offshore Fund 05-31-07 1237 $18.40 06-01-07 757 18.44 06-04-07 2964 18.56 06-05-07 2444 18.38 06-06-07 225 18.20 06-07-07 1687 18.37 06-13-07 396 18.37 06-14-07 391 18.48 06-15-07 1413 19.32 06-18-07 298 19.85 06-19-07 1468 19.86 06-20-07 4012 20.04 06-21-07 2109 20.01 06-22-07 2730 20.01 06-26-07 3022 20.02 06-27-07 76 19.93 06-28-07 31 19.76 06-29-07 450 19.80 07-02-07 1970 20.04 07-09-07 4548 20.03 07-11-07 67 20.02 Holder Date Shares Average Price Loeb Marathon Fund LP 05-31-07 3783 $18.40 06-01-07 2312 18.44 06-04-07 9061 18.56 06-05-07 7471 18.38 06-06-07 688 18.20 06-07-07 5159 18.37 06-13-07 1210 18.37 06-14-07 1197 18.48 06-15-07 4319 19.32 06-18-07 910 19.85 06-19-07 4489 19.86 06-20-07 12266 20.04 06-21-07 6450 20.01 06-22-07 8347 20.01 06-26-07 9240 20.02 06-27-07 233 19.93 06-28-07 95 19.76 06-29-07 2356 19.80 07-02-07 6348 20.04 07-06-07 14147 20.02 07-11-07 350 19.70 Holder Date Shares Average Price Loeb Marathon Offshore 05-31-07 2698 $18.40 Fund Ltd. 06-01-07 1650 18.44 06-04-07 6463 18.56 06-05-07 5329 18.38 06-06-07 491 18.20 06-07-07 3679 18.37 06-13-07 863 18.37 06-14-07 853 18.48 06-15-07 3081 19.32 06-18-07 649 19.85 06-19-07 3202 19.86 06-20-07 8748 20.04 06-21-07 4600 20.01 06-25-07 5953 20.01 06-26-07 6590 20.02 06-27-07 167 19.93 06-28-07 68 19.76 07-02-07 4370 20.04 07-06-07 9738 20.02 - ----------------- ** Including shares of Common Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. All reported transactions were effected Nasdaq. (d) Not applicable. (e). Not applicable. Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer. None. Item 7. Materials to be Filed as Exhibits. None. Signature After reasonable 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. July 13, 2007 Loeb Partners Corporation By: /s/ Gideon J. King Executive Vice President July 13, 2007 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President July 13, 2007 Loeb Offshore Fund Ltd. By: /s/ Gideon J. King Director July 13, 2007 Loeb Marathon Fund LP By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President July 13, 2007 Loeb Marathon Offshore Fund Ltd. By: /s/ Gideon J. King Director -----END PRIVACY-ENHANCED MESSAGE-----