-----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, Bd/grHh7xFXUz+7WPz0XlASwQNIzrddyrbwp0o4jISBvLaX3aVh62OVuaQ3uM4pK 3flnZSYDoacvqpdL7Fd4lw== 0001341004-06-002852.txt : 20061024 0001341004-06-002852.hdr.sgml : 20061024 20061024165537 ACCESSION NUMBER: 0001341004-06-002852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20061024 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061024 DATE AS OF CHANGE: 20061024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELECTIVE INSURANCE GROUP INC CENTRAL INDEX KEY: 0000230557 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 222168890 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33067 FILM NUMBER: 061160742 BUSINESS ADDRESS: STREET 1: 40 WANTAGE AVENUE CITY: BRANCHVILLE STATE: NJ ZIP: 07890 BUSINESS PHONE: 9739483000 MAIL ADDRESS: STREET 1: 40 WANTAGE AVE STREET 2: 40 WANTAGE AVE CITY: BRANCHVILLE STATE: NJ ZIP: 07890 FORMER COMPANY: FORMER CONFORMED NAME: SRI CORP DATE OF NAME CHANGE: 19860508 8-K 1 sigi8-k.htm

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)

October 24, 2006

 

 

SELECTIVE INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

New Jersey

0-8641

22-2168890

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

40 Wantage Avenue, Branchville, New Jersey

07890

(Address of principal executive offices)

(Zip Code)

 

 

Registrant's telephone number, including area code

(973) 948-3000

 

Not Applicable

(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))

 

 



 

 

Section 2 – Financial Information

 

Item 2.02.

Results of Operations and Financial Condition.

 

On October 24, 2006, Selective Insurance Group, Inc. (the “Company”) issued a press release announcing results for the third quarter ended September 30, 2006. The press release is attached hereto as Exhibit 99.1 and is being furnished, not filed, under Item 2.02 to this Report on Form 8-K.

 

Section 5 – Corporate Governance and Management

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Amendments to By-Laws

 

On October 24, 2006, the Board of Directors (the “Board”) of the Company, based upon the recommendation of the Corporate Governance and Nominating Committee of the Board, approved amendments to the By-Laws of Selective Insurance Group, Inc. (the “By-Laws”), effective as of October 24, 2006, regarding (i) the maximum age for a person to be eligible for election as a Director of the Company and (ii) methods for notice to the Company’s Directors, Officers, and Committee members.

 

Under the amendments, the following sentence is revised:  “No person who has attained his 75th birthday shall be eligible for election as a Director.” The foregoing sentence shall now read:  “No person who has attained his 72nd birthday shall be eligible for election as a Director.” The Board directed, based upon the recommendation of the Corporate Governance and Nominating Committee, that corresponding changes be made to the Company’s Corporate Governance Guidelines.

 

 

The Board also amended the notice provision of the By-Laws to permit notice by e-mail.

 

The foregoing description of the By-Laws, as amended and restated effective as of October 24, 2006 (the “Amended and Restated By-Laws”) is qualified in its entirety by reference to the copy of the Amended and Restated By-Laws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

 

3.1

By-Laws of Selective Insurance Group, Inc., as amended and restated effective as of October 24, 2006.

 

 

99.1

Press Release of Selective Insurance Group, Inc. dated October 24, 2006

 



 

 

SIGNATURES

 

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.

 

 

 

Date: October 24, 2006

By:

/s/ Michael H. Lanza                        

Michael H. Lanza

Senior Vice President, General Counsel

& Corporate Secretary

 

 



 

 

EXHIBIT INDEX

 

 

Exhibit No.

Description

3.1

By-Laws of Selective Insurance Group, Inc., as amended and restated effective as of October 24, 2006.

 

99.1

Press Release dated October 24, 2006

 

 

 

 

 

EX-3 2 sigibylaws.htm EXHIBIT 3.1 - BY-LAWS OF SIGI

Exhibit 3.1

 

BY-LAWS

OF

 

SELECTIVE INSURANCE GROUP, INC.

EFFECTIVE

OCTOBER 24, 2006

OFFICES

Section 1. The principal office of the company shall be located at Wantage Avenue, Branchville, New Jersey. The company may also establish and have offices at such other place or places as may from time to time be designated by the Board of Directors.

SEAL

Section 2. The company shall have a seal with the name of the company, the year of its organization, the words "Corporate Seal" and the state of its incorporation thereon.

MEETINGS OF STOCKHOLDERS

Section 3A. The annual meeting of the stockholders shall be held at a time to be affixed by the Board of Directors on the first Friday in May in each year at the principal office of the Company, or at such other time, date and place within or without the State of New Jersey as a majority of the directors may previously designate for the election of directors and for the transaction of such other business as may properly be brought before the meeting. Notice thereof shall be given by the Secretary by mailing a notice to each stockholder to the address appearing on the Company records at least ten days prior to the meeting.

Special meetings of the stockholders may be held at the principal office of the Company, or at such other place within or without the State of New Jersey as the directors may previously designate, whenever called, by the affirmative vote of a majority of the whole Board of Directors or by the President. Notice of such a special meeting, indicating briefly the object or objects thereof, shall be mailed to each stockholder at his address as the same appears on the stock books of the Company at least ten days previous to the time of holding such meeting. Such notice shall be completely given upon mailing.

A majority in amount of the stock issued and outstanding represented by the holders in person or by proxy shall be requisite and sufficient to constitute a quorum at any meeting of the stockholders for the election of directors or for the transaction of other business.

Section 3B. (a) (i) The proposal of business by a stockholder to be considered at an annual meeting of stockholders, which proposal is not in the form of a proposal requested by such stockholder to be included pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the "Exchange Act") in the Company's proxy statement for such annual meeting, and/or nominations of persons for election to the Board of Directors of the Company at an annual meeting of stockholders, may be made by a stockholder who was a stockholder of record at the

 

1

 



Exhibit 3.1

 

time of giving of notice provided for in Section 3B(a)(ii) hereof, who is entitled to vote at such annual meeting and who has complied with the notice procedures set forth in said Section 3B(a)(ii).

(ii)         For any such business and/or nominations to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Company, and such business must be a proper matter for stockholder action. To be timely, a stockholder's notice shall be delivered to the Secretary of the Company at the principal executive offices of the Company not less than ninety nor more than one hundred twenty days prior to the first anniversary of the preceding year's annual meeting; provided however, that in the event that the date of the annual meeting is more than thirty days before or more than sixty days after such anniversary date, notice by the stockholder to be timely shall be so delivered not less than ninety days nor more than one hundred twenty days prior to such annual meeting or ten days following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder's notice as described above. Such stockholder's notice shall set forth (A) as to any such business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting, any material interest of such stockholder in such business and the beneficial owner, if any, on whose behalf the proposal is made; (B) as to each person whom the stockholder proposes to nominate for election as a director, all information relating to such person that would be required to be disclosed in a solicitation of proxies for the election of such person as a director pursuant to Regulation 14A under the Exchange Act (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if so elected); and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal or nomination is made (1) the name and address of such stockholder, as they appear on the Company's books, and of such beneficial owner, and (2) the class and number of shares of the Company which are owned beneficially and of record by such stockholder and such beneficial owner.

(iii)         Notwithstanding anything in Section 3B(a)(ii) hereof to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is to be increased and there is no public announcement naming all of the nominees for directors or specifying the size of the increased Board of Directors made by the Company at least one hundred days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required under Section 3B(a)(ii) hereof shall also be considered timely, but only with respect to nominees for any new positions created by such increase in the number of directors, if it shall be delivered to the Secretary of the Company at the principal executive offices of the Company not less than ten days following the day on which such public announcement is first made by the Company.

(b)         Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Company's notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Company who is a stockholder of record at the time of giving of notice provided for in Section 3B(a)(ii) hereof and this Section 3B(b), who is entitled to vote at the meeting and who has complied with the notice procedures set forth in said Section 3B(a)(ii) and this Section 10(b). In the event the Company calls a special meeting of stockholders for the purpose of electing

 

2

 



Exhibit 3.1

 

one or more persons to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company's notice of meeting if the stockholder's notice required by said Section 3B(a)(ii) and this Section 3B(b) shall be delivered to the Secretary of the Company at the principal executive offices of the Company not less than ninety days nor more than one hundred twenty days prior to such special meeting or ten days following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder's notice as described above.

(c)         Except as otherwise provided by applicable law, the Chairman of the meeting shall have the authority to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed (as the case may be) in accordance with the procedures set forth in this Section 3B, and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective proposal or nomination shall be disregarded.

(d)         For purposes of this Section 3B, a "public announcement" shall mean disclosure in a press release issued by the Company and reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(e)         In addition to the requirements of the foregoing provisions of this Section 3B, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this By-Law shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

INSPECTORS OF ELECTION

Section 4. At the annual meeting of the stockholders, two stockholders, not candidates for the office of director, shall be appointed as inspectors of the election, whose duty it shall be honestly and fairly to conduct such election, and who shall furnish a certificate over their signatures of the result thereof, which certificate shall be presented to and filed by the Secretary.

RIGHTS OF STOCKHOLDERS

Section 5. Every stockholder shall be entitled at any meeting of the stockholders to one vote for each share of stock held by him.

Section 6. The Board of Directors shall have power to close the stock transfer books of the Company for a period not exceeding fifty days preceding the date of any meeting of stockholders or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect; provided that, in lieu of so closing the stock transfer books, the Board may fix in advance a date, not exceeding fifty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the

 

3

 



Exhibit 3.1

 

determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, and in such case only stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting or to receive payment of such dividend, or allotment of rights or exercise of such rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Company after any such record date fixed as aforesaid.

Certificates of stock of the Company shall be in such form as the Board of Directors shall from time to time prescribe and shall be signed by the President or a Vice President and by either the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. The board shall have power to appoint one or more Transfer Agents and/or one or more Registrars for the transfer and/or registration of the certificates of stock and may require that stock certificates shall be countersigned and/or registered by a Transfer Agent and/or Registrar; provided, that when any certificate is signed by a Transfer Agent and registered by a Registrar, if the Board shall by resolution so provide, the signatures of the officers of the Company who sign such certificate may be facsimiles and the seal of the Company imprinted thereon.

Shares of stock of the Company shall be transferable on the books of the Company by the holder of record thereon in person or by duly authorized attorney and upon the surrender of the certificate properly endorsed.

No stockholder shall be personally liable for any of the debts or obligations of the Company or for any assessment on his stock.

Stockholders shall have no right to any division of the assets or profits of the Company or to any dividends therefrom, except as the Board of Directors shall from time to time declare.

DIRECTORS

Section 7A. The business and affairs of the Company shall be managed by a Board of Directors which shall have and may exercise all of the powers of the Company, except such as are expressly conferred upon the stockholders by law, by the Restated Certificate of Incorporation or by these By-laws. Subject to the rights of the holders of shares of any series of Preferred Stock then outstanding, the Board of Directors shall consist of not less than seven (7) nor more than twenty (20) persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the whole Board of Directors, and if such number is not so fixed, the number shall be twelve (12). No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. At the 1987 Annual Meeting of Stockholders, the directors shall be divided into three classes, equal or as nearly equal in number as possible (but with not less than three directors in each class), with the term of office of the first class to expire at the 1988 Annual Meeting of Stockholders, the term of office of the second class to expire at the 1989 Annual Meeting of Stockholders and the term of office of the third class to expire at the 1990 Annual Meeting of Stockholders, and with the members of each class to hold office until their successors have been elected and qualified. At each Annual Meeting of Stockholders following such initial classification and election, directors elected to succeed those directors whose terms

 

4

 



Exhibit 3.1

 

expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election.

Section 7B. Vacancies, however caused, occurring in the Board, and newly created directorships resulting from an increase in the authorized number of directors may be filled by the affirmative vote of a majority of the remaining Directors at any regular or special meeting.

Section 7C. No person who has attained his 72nd birthday shall be eligible for election as a Director.

Section 7D. Members of the Board of Directors shall receive such compensation as the Board of Directors may from time to time direct or determine.

MEETINGS OF THE BOARD OF DIRECTORS

Section 8. Regular meetings of the Board shall be held at a time and place to be fixed by the Board of Directors.

The Chairman or President may call a special meeting of the Board of Directors when in his opinion the interests of the Company require it. It shall be the duty of the President or Secretary to call a special meeting of the Board at the request, in writing, of any three of the directors; and if the President or Secretary fails or refuses to do so any three directors may call a special meeting of the Board.

At any meeting of the Board of Directors a majority shall constitute a quorum but a lesser number may adjourn the meeting from time to time until a quorum appears.

Twenty-Four (24) hours notice of the time and place of any meeting of the Board of Directors shall be given to all directors but business transacted at any meeting at which all directors are present shall be legal even though no notice of said meeting was given.

EXECUTIVE COMMITTEE

Section 9. The Board of Directors shall annually at its organizational meeting elect an Executive Committee consisting of the Chief Executive Officer and a minimum of three other directors who shall constitute the Executive Committee, as fixed by the Board of Directors. The Executive Committee shall meet at the call of the Chief Executive Officer, or any two members. The Executive Committee shall have authority, when the Board of Directors is not in session, to take action upon any matters that may be brought before it, excepting the Company's investments, and shall report its proceedings to the Board of Directors at the Board's next meeting. A majority of the Executive Committee shall constitute a quorum thereof.

The Chief Executive Officer shall be Chairman of the Executive Committee.

The action of a majority of the Executive Committee expressed in meetings or by writing, cable or telegram, without a meeting shall, for all purposes, constitute the action of the Committee and have the same effect as if assented to by all.

 

5

 



Exhibit 3.1

 

 

FINANCE COMMITTEE

Section 9A. The Board of Directors shall annually elect from its members a chairman and a minimum of three other directors, who shall constitute the Finance Committee, as fixed by the Board of Directors. The Finance Committee shall meet on twenty-four hours' notice at the call of such chairman or any two members. The Finance Committee shall have authority to purchase and sell stocks, bonds, notes and other securities, to sell properties acquired in foreclosure suits or in satisfaction of debts, and otherwise to invest and reinvest the funds of the Company. All such purchases, sales, investments and reinvestments must be reported to the Board at its next meeting. A majority of the Finance Committee shall constitute a quorum thereof.

The action of a majority of the Finance Committee, expressed in meetings, or by writing, cable, or telegram without meeting, shall, for all purposes, constitute the action of the Committee and have the same effect as if assented to by all.

AUDITING COMMITTEE

Section 10. The Board of Directors shall annually arrange for an audit of the Company's accounts by a certified public accountant. It shall fix the number of and elect from its members an Auditing Committee none of whom shall be an officer of the Company. The Committee shall examine the report of such audit and report to the Board any matters therein requiring action or consideration. Such Auditing Committee or the accountant shall have the right of access at all reasonable times to the accounts, books and vouchers of the Company, and the officers of the Company shall supply such information and explanation as may be necessary for the full performance of their duties.

OTHER COMMITTEES

Section 11. The Board of Directors shall have the power to create other committees, and the President shall have the power to appoint the members thereof.

NOTICE TO DIRECTORS, OFFICERS AND COMMITTEE MEMBERS

Section 12. Any notice required to be given to any director, officer or committee member under the provisions of these By-Laws or otherwise shall be duly and sufficiently given if mailed to such director, officer or committee member at his address as the same appears on the stock books of the Company (or, in the case of an officer who is not a stockholder, at his address appearing on the payroll records), or if given personally or by telephone, telegram or e-mail. Such notice shall be completely given upon mailing, or upon personal or telephonic notification, or upon the sending of a telegram or e-mail, to such director, officer or committee member, as the case may be, at his home address as the same appears on the books of the Company. Any such notice may be waived by any director, officer or committee member to whom it is required to be given either before or after the meeting or occurrence for which such notice is required.

OFFICERS

Section 13A. The Board of Directors immediately after the annual meeting of the stockholders shall meet and elect or appoint a Chairman of the Board of Directors, President, Vice President, Secretary and Treasurer. They may appoint such other officers as the needs of

 

6

 



Exhibit 3.1

 

the company may from time to time require. All officers shall serve for one year, or until the election and qualification of their successors, subject to the power of the directors to remove any officer at pleasure by a majority vote of the Board. Any two offices except those of the President and Vice President may be held by the same person. The compensation of the officers shall be fixed by the Board of Directors.

Section 13B. President. In the absence of the Chairman of the Board, the President shall preside at all meetings of the Board of Directors and shall act as temporary chairman at and call to order all meetings of the stockholders. If the Chairman of the Board of Directors shall be designated as chief executive officer, the President shall exercise such powers and duties as may be prescribed by the Chairman of the Board. In the absence of the designation of the Chairman of the Board as chief executive officer, the President shall be chief executive officer of the Company and shall perform all duties commonly incident to his office, and shall have general supervision of the affairs of the Company, subject to the approval of the Board of Directors. At the first regular meeting of the Board of Directors of the company in each year, the President shall submit a complete report of the operations and the business of the company for the previous fiscal year, together with a statement of the company's affairs at the close of such year, and shall submit a similar report at each annual meeting of the stockholders.

The President shall also report to the Board from time to time all matters coming to his notice, relating to the interests of the company that should be brought to the attention of the Board.

Section 13C. Vice President. The Vice President shall have and exercise all the powers and duties of the President in case of his absence or inability to act, and shall perform such other duties as may be prescribed by the Board of Directors.

Section 13D. Secretary. The Secretary shall attend all meetings of the Board of Directors and of the stockholders, and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. The secretary shall give or cause to be given notice of all meetings of the stockholders and the Board of Directors, and shall affix the seal of the company to such papers as may require it. He shall have charge of the company's seal, the stock certificate book and such other books and papers as the Board of Directors may prescribe. The Secretary shall make such reports of the Board of Directors as they may request, and shall prepare and cause to be filed such reports and statements as may be required by law.

Section 13E. Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the company and shall deposit the same in the name of the company in such bank or banks as the Board of Directors may designate, and shall disburse the same under such rules and regulations as may be made by the Board of Directors, and shall perform such other duties as the Board of Directors may from time to time prescribe. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the company, and shall see that all expenditures are duly authorized and are evidenced by proper receipts and vouchers. The Treasurer shall render to the President and Directors at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his transactions as Treasurer, and of the financial condition of the company, and shall also make a full report of the financial condition of the company at each annual meeting of the stockholders.

Section 13F. Chairman of the Board of Directors. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and the Board of Directors and he

 

7

 



Exhibit 3.1

 

shall perform such other duties and exercise such other powers as the Board of Directors or the Executive Committee may prescribe.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 14. Elimination of Certain Liability. A Director of the Company shall not be personally liable to the Company or its Stockholders for damages for breach of any duty owed to the Company or its Stockholders, except to the extent such personal liability may not be eliminated or limited under the New Jersey Business Corporation Act as the same exists or may hereafter be amended.

An Officer of the Company shall not be personally liable to the Company or its Stockholders for damages for breach of any duty owed to the Company or its Stockholders, except to the extent and for the duration of any period of time such personal liability may not be eliminated or limited under the New Jersey Business Corporation Act as the same exists or may hereafter be amended.

Section 14A. Indemnification and Insurance

(a)         Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, or any appeal therein or any inquiry or investigation which could lead to such action, suit or proceeding (a "proceeding"), by reason of his/her being or having been a Director or Officer of the Company or of any constituent company absorbed by the Company in a consolidation or merger, or by reason of his/her being or having been a Director, Officer, Trustee, Employee or Agent of any other company (domestic or foreign) or of any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (whether or not for profit), serving as such at the request of the Company, or the legal representative of any such Director, Officer, Trustee, Employee or Agent, shall be indemnified and held harmless by the Company to the fullest extent permitted by the New Jersey Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Act permitted prior to such amendment), from and against any and all reasonable costs, disbursements and attorney's fees, and any and all amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties, incurred or suffered in connection with any such proceeding, and such indemnification shall continue as to a person who has ceased to be a Director, Officer, Trustee, Employee or Agent and shall inure to the benefit of his/her heirs, executors, administrators and assigns; provided, however, that, except as provided in Section 14A. (b) hereof, the Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was specifically authorized by the Board of Directors of the Company. The right to indemnification conferred in this subsection shall be a contract right and shall include the right to be paid by the Company the expenses incurred in connection with any proceeding in advance of the final disposition of such proceeding as authorized by the Board of Directors; provided, however, that, if the New Jersey Business Corporation Act so requires, the payment of such expenses incurred by a Director or Officer in his/her capacity as a Director or Officer in advance of the final disposition of a proceeding shall be made only upon receipt by the Company of an undertaking, by or on behalf of such Director or Officer, to repay all amounts so advanced unless it shall ultimately be determined that such Director or Officer is entitled to be indemnified under this subsection or otherwise. The Company may, by action of the Board of Directors,

 

8

 



Exhibit 3.1

 

provide for indemnification and advancement of expenses to Employees and Agents of the Company with the same scope and effect as the foregoing indemnification of Directors and Officers.

(b)         Right of Claimant to Bring Suit. If a claim under Section 14A. (a) of this subsection is not paid in full by the Company within thirty days after a written request has been received by the Company, the claimant may at any time thereafter apply to a court for an award of indemnification by the Company for the unpaid amount of the claim and, if successful on the merits or otherwise in connection with any proceeding, or in the defense of any claim, issue or matter therein, the claimant shall be entitled also to be paid by the Company any and all expenses incurred or suffered in connection with such proceeding. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of expenses incurred in connection with any proceeding where the required undertaking, if any, has been tendered to the Company) that the claimant has not met the standard of conduct which makes it permissible under the New Jersey Business Corporation Act for the Company to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, independent legal counsel or its Stockholders) to have made a determination prior to the commencement of such proceeding that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New Jersey Business Corporation Act, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or its Stockholders) that the claimant has not met such applicable standard of conduct, nor the termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c)         Non-Exclusivity of Rights. The right to indemnification and advancement of expenses provided by or granted pursuant to this Section 14A. shall not exclude or be exclusive of any other rights to which any person may be entitled under a certificate of incorporation, by-law, agreement, vote of stockholders or otherwise, provided that no indemnification shall be made to or on behalf of such person if a judgment or other final adjudication adverse to such person establishes that such person has not met the applicable standard of conduct required to be met under the New Jersey Business Corporation Act.

(d)         Insurance. The Company may purchase and maintain insurance on behalf of any Director, Officer, Employee or Agent of the Company or another company, partnership, joint venture, trust, employee benefit plan or other enterprise against any expenses incurred in any proceeding and any liabilities asserted against him/her by reason of such person being or having been such a Director, Officer, Employee or Agent, whether or not the Company would have the power to indemnify such person against such expenses and liabilities under the provisions of this Section 14A. or otherwise.

GENERAL COUNSEL

Section 15. The Board of Directors shall annually appoint a General Counsel of the Company whose duty it shall be to afford and communicate to the officers, directors and committees, in writing or otherwise, whenever requested, such counsel, legal advice and information as may be requested to guide them in the discharge and performance of their duties.

 

9

 



Exhibit 3.1

 

 

OFFICIAL BONDS

Section 16. The Treasurer, and such other officers and employees as the Board of Directors may designate, shall give bonds in such sums and with such securities and conditions as the Board may require. The President shall have custody of all such bonds.

FISCAL YEAR

Section 17. The fiscal year of the company shall be fixed by resolution of the Board of Directors.

SIGNATURES

Section 18. All checks issued by the Company shall bear the signatures or facsimile signatures of at least two persons designated by the Board of Directors.

All other notes, drafts, orders for the payment of money and all other documents requiring the signature of an officer or officers of the company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

BOOKS OF THE COMPANY

Section 19. No stockholders, other than an officer or director, shall have any right to inspect any account or book or document of the Company except as such right may be conferred by law or authorized by the Board of Directors after evidence satisfactory to the Board is presented that such inspection is desired for a proper purpose.

AMENDMENTS

Section 20. Not withstanding any other provision contained in these By-laws to the contrary, Sections 7A and 7B and this Section 20 of these By-laws may be altered, amended, supplemented or repealed only by the affirmative vote of 66-2/3 % or more of the voting power of all of the shares of the Company entitled to vote generally in the election of directors, voting together as a single class.

Subject to the foregoing, these By-laws may be altered, amended, supplemented or repealed and new By-laws may be adopted by the Board of Directors at any meeting, provided that ten days' notice, in writing has been given to each director of any proposed alteration, amendment, supplemental repeal or adoption. The affirmative vote of a majority of the whole Board shall be necessary to accomplish any proposed alteration, amendment, supplement, repeal or adoption. Any By-law may be altered, amended, supplemented, repealed or adopted without such previous notice by the vote of three-fourths of the whole Board.

 

 

10

 

 

 

EX-99 3 q306earnings.htm EXHIBIT 99.1

 


 

 

Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
www.selective.com

 

For release on Oct. 24, 2006 at 4:15 p.m. EST

Media Contact: Sharon Cooper

973-948-1324, sharon.cooper@selective.com

 

Investor Contact: Jennifer DiBerardino

973-948-1364, jennifer.diberardino@selective.com

 

Selective Insurance Group Reports

Third Quarter 2006 Earnings

Net premiums written up 5%

After-tax investment income up 18%

Combined ratios: GAAP: 96.7%; Statutory: 94.9%

 

Branchville, NJ – Oct. 24, 2006 - Selective Insurance Group, Inc. (NASDAQ: SIGI), today reported its financial results for the third quarter ended Sept. 30, 2006.

 

Selective Insurance Group Chairman, President and CEO Gregory E. Murphy stated: “We delivered a solid performance across our operation this quarter, as we remained focused on delivering “high-touch” to our agents and customers through strong relationships, and “high-tech” through the ease of seamless automation. This distinctive combination enabled us to outperform A.M. Best’s premium growth estimates for the industry, and we continue to develop a more sophisticated underwriting model that combines the use of enhanced business analytics with ongoing business line improvements.”

 

Compared to the third quarter of 2005:

Net income per diluted share held steady at $1.25; net income decreased 3%, to $38.1 million;

Operating income1 per diluted share increased 3% to $1.17; operating income decreased 1% to $35.5 million;

Combined ratios were: GAAP 96.7%, from 95.0%; Statutory 94.9%, from 94.3%;

Weather-related catastrophe losses increased to $6.6 million pre-tax, from $0.5 million pre-tax;

Investment income increased 18%, after-tax, to $30.1 million;

Net premiums written (NPW) increased 5% to $401.4 million:

 

Commercial lines NPW increased 5% to $347.7 million;

 

Personal lines NPW increased 2% to $53.7 million; and

Total revenue increased 6% to $450.8 million.

 

Murphy said: “Selective’s Commercial Lines operation, which represents 86% of total premium, grew 5% during the quarter driven by more than $70 million in new business, up 11% over the same period last year, and steady account retention. Pricing remains competitive, particularly for accounts over $100,000. During the first nine months of 2006, our renewal price increases, including exposure, were up 2.5%. On a pure price basis, renewal pricing was down 1.4%, slightly better than industry-wide pricing declines, according to a Tillinghast price monitoring survey for the first six months of the year.

 

 



 

 

“Selective’s best-in-class field model and leading technology continue to bring us more opportunities for steady growth in small and mid-sized accounts. Through our Knowledge Management initiative we are now using predictive modeling in some areas to enhance risk selection. Similarly, greater service offerings and automation of our Safety Management program are designed to enhance our competitive position and reduce losses over time, along with the recent redesign and re-contracting of Selective’s managed care services. Importantly, overall pricing remains disciplined with a statutory combined ratio of 94.9% for the quarter, and 94.5% year-to-date. However, we expect the ongoing competitive commercial lines marketplace, coupled with increased catastrophe reinsurance costs and inflationary effects on loss costs, to put increasing pressure on combined ratios going forward.

 

“After-tax investment income on Selective’s $3.5 billion investment portfolio was up 18% to $30.1 million for the quarter. This double-digit increase reflects: solid operating cash flow; a higher investment asset base, due in part to $96.8 million in proceeds from our $100 million junior subordinated note offering on Sept. 25, 2006; strong returns on our alternative investment portfolio; and the impact of higher interest rates on bond and short-term income. The Diversified Insurance Services segment also performed well, contributing $0.13 in earnings per diluted share for the quarter.”

 

Murphy added: “During the quarter we repurchased approximately 524,000 shares under Selective’s stock repurchase program for $26.8 million, at an average price per share of $51.21. This program provides us with greater flexibility in our capital structure as we strive to maximize shareholder returns.”

 

The Board of Directors declared a $0.22 per share quarterly cash dividend on Selective’s common stock, payable on Dec. 1, 2006, to stockholders of record as of Nov. 15, 2006.

 

For the nine months ended Sept. 30, 2006, Selective’s net income was $120.0 million, or $3.88 per diluted share. Operating income1 was $103.3 million, or $3.35 per diluted share. For the comparable period last year, Selective reported net income of $107.5 million, or $3.41 per diluted share, and operating income of $98.3 million, or $3.12 per diluted share. Selective’s GAAP combined ratio was 95.9% for the first nine months of 2006, compared to 95.4% for the nine-month period ended Sept. 30, 2005. For the same period, the statutory combined ratio was 94.5% in 2006, compared to 94.2% in 2005. Catastrophe losses for the first nine months of 2006 were $14.8 million, pre-tax, compared to $1.7 million, pre-tax, for the comparable period in 2005.

 

At Sept. 30, 2006, Selective’s consolidated assets reached $4.8 billion; stockholders’ equity was $1.0 billion; and book value per share was up 8% to $36.56, compared to third quarter 2005.

 

The supplemental investor packet, including financial information that is not part of this press release, is available on the Investors page of Selective’s public website at www.selective.com. Selective’s quarterly analyst conference call will be simulcast at 8:30 a.m. EST, on Oct. 25, 2006, at www.selective.com. The webcast will be available for rebroadcast until the close of business on Nov. 30, 2006.

 

 



 

 

Selective Insurance Group, Inc., is a holding company for seven property and casualty insurance companies rated “A+” (Superior) by A.M. Best. Through independent agents, the insurance companies offer primary and alternative market insurance for commercial and personal risks, and flood insurance underwritten by the National Flood Insurance Program. Other subsidiaries of the company provide claims, human resources and risk management services. Selective maintains a website at www.selective.com.

 

In this press release, Selective and its management discuss and make statements based on currently available information regarding their intentions, beliefs, current expectations, and projections regarding Selective’s future operations and performance. Such statements are “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995, which provides a safe harbor under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, for forward-looking statements. These forward-looking statements are often identified by words such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “target,” “project,” “intend,” “believe,” “estimate,” “predict,” “potential,” “pro forma,” “seek,” “likely,” or “continue,” or other comparable terminology and their negatives. Selective and its management assume no obligation to update these forward-looking statements due to changes in underlying factors, new information, future developments or otherwise.

 

Selective and its management caution investors that such forward-looking statements are not guarantees of future performance. Risks and uncertainties are inherent in Selective’s future performance. Factors that could cause Selective’s actual results to differ materially from those indicated by such forward-looking statements, include, among other things, those discussed or identified from time to time in our public filings with the SEC and those associated with:

the frequency and severity of catastrophic events, including, but not limited to, hurricanes, tornadoes, windstorms, earthquakes, hail, severe winter weather, fires, explosions and terrorism;

adverse economic, market, regulatory, legal or judicial conditions;

the concentration of our business in a number of Eastern Region states;

the adequacy of our loss reserves and loss expense reserves;

the cost and availability of reinsurance;

our ability to collect on reinsurance and the solvency of our reinsurers;

uncertainties related to insurance premium rate increases and business retention;

changes in insurance regulations that impact our ability to write and/or cease writing insurance policies in one or more states, particularly changes in New Jersey automobile insurance laws and regulations;

our ability to maintain favorable ratings from rating agencies, including A.M. Best, S&P, Moody’s and Fitch;

fluctuations in interest rates and the performance of the financial markets;

our entry into new markets and businesses; and

other risks and uncertainties we identify in filings with the SEC, including, but not limited to, our Annual Report on Form 10-K.

 

Selective’s SEC filings can be accessed through the Investors and Corporate Governance sections of Selective’s website, www.selective.com, or through the SEC’s EDGAR Database at www.selective.com (Selective EDGAR CIK No. 0000230557).

 

 



 

 

 

Selective Insurance Group, Inc. (Nasdaq: SIGI)*

GAAP Highlights and Reconciliation of Non-GAAP Measures to Comparable

GAAP Measures

(in thousands, except per share data)

3 months ended September 30:

 

2006

 

2005

Net premiums written

$

401,426

 

383,402

Net premiums earned

 

377,572

 

361,062

Net investment income

 

38,891

 

32,755

Diversified insurance services revenue

 

29,284

 

26,904

Total revenues

 

450,786

 

426,153

 

 

 

 

 

Operating income

 

35,489

 

35,714

Capital gain, net of tax

 

2,567

 

2,846

Income from discontinued operations, net of tax

 

-

 

717

Net income

$

38,056

 

39,277

 

 

 

 

 

Statutory combined ratio

 

94.9%

 

94.3%

GAAP combined ratio

 

96.7%

 

95.0%

 

 

 

 

 

Operating income per diluted share

$

1.17

 

1.14

Net income per diluted share

 

1.25

 

1.25

Weighted average diluted shares

 

30,830

 

32,131

Book value per share

$

36.56

 

33.79

 

 

 

 

 

 

 

 

 

 

 

9 months ended September 30:

 

2006

 

2005

Net premiums written

$

1,229,036

 

1,149,801

Net premiums earned

 

1,122,484

 

1,054,254

Net investment income

 

112,283

 

97,864

Diversified insurance services revenue

 

84,111

 

74,869

Total revenues

 

1,348,913

 

1,239,334

 

 

 

 

 

Operating income

 

103,260

 

98,337

Capital gain, net of tax

 

16,771

 

6,198

Income from discontinued operations, net of tax

 

-

 

2,425

Cumulative effect of change in accounting principle, net of tax

 

-

 

495

Net income

$

120,031

 

107,455

 

 

 

 

 

Statutory combined ratio

 

94.5%

 

94.2%

GAAP combined ratio

 

95.9%

 

95.4%

 

 

 

 

 

Operating income per diluted share

$

3.35

 

3.12

Net income per diluted share

 

3.88

 

3.41

Weighted average diluted shares

 

31,407

 

32,235

Book value per share

$

36.56

 

33.79

 

 

 

 

 

*All amounts included in this release exclude inter-company transactions.

 

 

 

_________________

1 Operating income differs from net income by the exclusion of realized gains or losses on investment sales, the results of discontinued operations, and the cumulative effect of change in accounting principle. It is used as an important financial measure by management, analysts and investors, because the realization of investment gains and losses in any given period is largely discretionary as to timing and could distort the analysis of trends; however, it is not intended as a substitute for net income prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). A reconciliation of operating income to net income is provided in the GAAP Highlights and Reconciliation of Non-GAAP Measures to Comparable GAAP Measures. Statutory data is prepared in accordance with statutory accounting rules as defined by the National Association of Insurance Commissioners Accounting Practices and Procedures Manual and, therefore, is not reconciled to GAAP.

 

 

 

 

 

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