-----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, MkuQRkh2Wf/SOTBF6yfzomQcKFXCZwA5+kiu1WzNi6TDCbMaRAXQMNS/HmaUPGBr M1a7VwLas+1Pz/PZV55zbg== 0001157523-07-009052.txt : 20070907 0001157523-07-009052.hdr.sgml : 20070907 20070907150832 ACCESSION NUMBER: 0001157523-07-009052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070907 DATE AS OF CHANGE: 20070907 GROUP MEMBERS: LOEB ARBITRAGE B FUND LP GROUP MEMBERS: LOEB ARBITRAGE FUND GROUP MEMBERS: LOEB MARATHON FUND LP GROUP MEMBERS: LOEB MARATHON OFFSHORE FUND, LTD. GROUP MEMBERS: LOEB OFFSHORE B FUND LTD. GROUP MEMBERS: LOEB OFFSHORE FUND LTD. GROUP MEMBERS: LOEB PARTNERS CORPORATION 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 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: 071105786 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 SC 13D/A 1 a5487868.txt LOEB PARTNERS CORPORATION SC 13D/A UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.2)* 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) September 4, 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 remainder 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 4,023 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,515 Shares of Common Stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,023 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 4,515 Shares of Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,538 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) 0.13% 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 96,616 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 96,616 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,616 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) 1.47% 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 23,433 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 23,433 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,433 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) 0.36% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 587902107 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 91,896 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 91,896 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 91,896 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) 1.40% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 587902107 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 63,394 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 63,394 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,394 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) 0.97% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 587902107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage B 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 28,025 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 28,025 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,025 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) 0.43% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 587902107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore B 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 8,193 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 8,193 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,193 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) 0.12% 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 Highway 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. Loeb Arbitrage B Fund LP ("LAFB") is a Delaware limited partnership. Its general partner is Loeb Arbitrage B Management, LLC. The President of these general partners is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President; Peter A. Tcherepnine, Vice President; and 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") and Loeb Offshore B Fund Ltd. ("LOFB") are each 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 and LOFB. Gideon J. King and Thomas L. Kempner are Directors of LOF and LOFB 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, LAFB, LOFB, LMF and LMOF in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. - ------ ---------------------- LAF, LPC**, LOF, LAFB, LOFB, LMF and LMOF ("Loeb") have acquired shares of Common Stock for investment purposes. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise). Loeb intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business and future plans of the Issuer. 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, seeking Board representations, making proposals to the Issuer concerning the capitalization of the Issuer, purchasing additional Common Stock and other securities of the Issuer, 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 September 4, 2007. Shares of Common Stock ---------------------- Loeb Arbitrage Fund 96,616 Loeb Partners Corporation** 8,538 Loeb Offshore Fund Ltd. 23,433 Loeb Marathon Fund LP 91,896 Loeb Marathon Offshore Fund Ltd. 63,394 Loeb Arbitrage B Fund LP 28,025 Loeb Offshore B Fund Ltd. 8,193 ------- 320,095 - ----------------- ** 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 4.88% of the 6,560,720 outstanding shares of Common Stock as reported by the Issuer. (b) See paragraph (a) above (c) The following purchases and sales of Common Stock have been made since Loeb's previous filing related to the Issuer: Purchases and Sales (-) of Common Stock --------------------------------------- Holder Date Shares Average Price Loeb Partners Corp.** 07-12-07 12 $19.79 07-13-07 9 19.88 08-14-07 -7 19.24 08-14-07 -59 18.60 08-15-07 -3 18.59 08-16-07 -15 18.12 08-17-07 -103 18.68 08-21-07 -51 17.70 08-22-07 -285 17.92 08-23-07 -126 17.96 08-24-07 -51 17.98 08-30-07 -8 17.80 08-31-07 -84 17.92 Holder Date Shares Average Price Loeb Arbitrage Fund 07-12-07 150 $19.79 07-13-07 112 19.88 08-14-07 -626 18.60 08-14-07 -93 19.25 08-15-07 -32 18.60 08-16-07 -151 18.12 08-17-07 -1,083 18.68 08-21-07 -540 17.70 08-22-07 -3,000 17.92 08-23-07 -1,316 17.96 08-24-07 -540 17.98 08-30-07 -77 17.80 08-31-07 -837 17.92 09-04-07 -1,653 17.92 Holder Date Shares Average Price Loeb Offshore Fund 07-12-07 38 $19.79 07-13-07 29 19.88 08-14-07 -18 19.25 08-14-07 -153 18.60 08-15-07 -8 18.60 08-16-07 -37 18.12 08-17-07 -264 18.68 08-21-07 -132 17.70 08-22-07 -732 17.92 08-23-07 -321 17.96 08-24-07 -132 17.98 08-30-07 -19 17.80 08-31-07 -204 17.92 09-04-07 -366 17.92 Holder Date Shares Average Price Loeb Marathon Fund LP 07-12-07 118 $19.79 07-13-07 89 19.88 08-15-07 -29 18.57 08-16-07 -146 18.12 08-17-07 -1,043 18.68 08-21-07 -520 17.70 08-22-07 -2,888 17.92 08-23-07 -1,269 17.95 08-24-07 -520 17.98 08-30-07 -74 17.80 08-31-07 -809 17.92 09-04-07 -1,444 17.92 Holder Date Shares Average Price Loeb Marathon Offshore Fund Ltd. 07-12-07 81 $19.79 07-13-07 61 19.88 08-15-07 -20 18.57 08-16-07 -99 18.12 08-17-07 -709 18.68 08-21-07 -353 17.70 08-22-07 -1,963 17.92 08-23-07 -862 17.95 08-24-07 -353 17.98 08-30-07 -50 17.80 08-31-07 -550 17.92 09-04-07 -981 17.92 Holder Date Shares Average Price Loeb Arbitrage B Fund LP 08-03-07 700 $19.81 08-07-07 200 19.89 08-13-07 8,085 19.14 08-14-07 -125 18.60 08-15-07 -6 18.60 08-16-07 -44 18.12 08-17-07 -315 18.68 08-21-07 -157 17.70 08-22-07 -874 17.92 08-23-07 -384 17.96 08-24-07 -157 17.99 08-30-07 -22 17.80 08-31-07 -244 17.92 09-04-07 -429 17.92 Holder Date Shares Average Price Loeb Offshore B Fund Ltd, 08-03-07 100 $19.81 08-13-07 2,367 19.14 08-14-07 -37 18.60 08-15-07 -2 18.60 08-16-07 -13 18.12 08-17-07 -93 18.68 08-21-07 -47 17.70 08-22-07 -258 17.92 08-23-07 -114 17.96 08-24-07 -47 17.99 08-30-07 -7 17.80 08-31-07 -72 17.92 09-04-07 -127 17.92 - ----------------- ** 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 on 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. September 7, 2007 Loeb Partners Corporation By: /s/ Michael S. Emanuel Senior Vice President September 7, 2007 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Michael S. Emanuel Vice President September 7, 2007 Loeb Offshore Fund Ltd. By: /s/ Michael S. Emanuel Vice President September 7, 2007 Loeb Arbitrage B Fund LP By: Loeb Arbitrage B Management LLC, G.P. By: /s/ Michael S. Emanuel Vice President September 7, 2007 Loeb Offshore B Fund Ltd. By: /s/ Michael S. Emanuel Vice President September 7, 2007 Loeb Marathon Fund LP By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Michael S. Emanuel Vice President September 7, 2007 Loeb Marathon Offshore Fund, Ltd. By: /s/ Michael S. Emanuel Vice President -----END PRIVACY-ENHANCED MESSAGE-----