0001181431-11-052081.txt : 20111006 0001181431-11-052081.hdr.sgml : 20111006 20111006161248 ACCESSION NUMBER: 0001181431-11-052081 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110928 FILED AS OF DATE: 20111006 DATE AS OF CHANGE: 20111006 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEYSVILLE GROUP INC CENTRAL INDEX KEY: 0000792013 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 510241172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 355 MAPLE AVE CITY: HARLEYSVILLE STATE: PA ZIP: 19438-2297 BUSINESS PHONE: 2152565000 MAIL ADDRESS: STREET 1: 355 MAPLE AVE CITY: HARLEYSVILLE STATE: PA ZIP: 19438-2297 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NATIONWIDE MUTUAL INSURANCE CO CENTRAL INDEX KEY: 0000315099 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14697 FILM NUMBER: 111129499 BUSINESS ADDRESS: STREET 1: ONE NATIONWIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 614-249-7111 MAIL ADDRESS: STREET 1: ONE NATIONWIDE PLAZA STREET 2: MAIL CODE 1-20-19 INVESTMENTS CITY: COLUMBUS STATE: OH ZIP: 43215 3 1 rrd323371.xml FORM 3 X0204 3 2011-09-28 1 0000792013 HARLEYSVILLE GROUP INC HGIC 0000315099 NATIONWIDE MUTUAL INSURANCE CO ONE NATIONWIDE PLAZA COLUMBUS OH 43215 0 0 1 0 In connection with the Agreement and Plan of Merger, dated as of September 28, 2011, by and among Harleysville Mutual Insurance Company ("Harleysville Mutual"), Harleysville Group Inc., Nationwide Mutual Insurance Company ("Nationwide Mutual"), and Nationals Sub, Inc., Harleysville Mutual and Nationwide Mutual entered into a Stockholder Voting Agreement. By virtue of the Stockholder Voting Agreement with an irrevocable proxy entered into on September 28, 2011, Nationwide Mutual Insurance Company has shared voting power over 14,526,445 (53.5%) of the issued and outstanding common shares of Harleysville Group Inc. Pursuant to Rule 16a-1(a)(2)(ii) of the Securities Exchange Act of 1934, Nationwide Mutual does not beneficially own such shares as it does not have any pecuniary interest, direct or indirect, in the shares over which it holds shared voting power as described above. The Stockholder Voting Agreement dated as of September 28, 2011 between Nationwide Mutual and Harleysville Mutual Insurance Company is incorporated by reference to Exhibit 99.1 to the Current Report on 8-K of Harleysville Group Inc., dated September 28, 2011, filed with the Securities and Exchange Commission on September 30, 2011. /s/ Daniel J. Moyer 2011-10-06