-----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, DgF7bPVJKIRTNuYni21vqxP3lbi4tSIh2VNavo0AI31SNmJTE5CDAj/nTpeHVzX1 f6CCtyHTFTAyC+F0dKDnvg== 0000950117-99-000710.txt : 19990405 0000950117-99-000710.hdr.sgml : 19990405 ACCESSION NUMBER: 0000950117-99-000710 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990401 EFFECTIVENESS DATE: 19990401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTIER INSURANCE GROUP INC CENTRAL INDEX KEY: 0000797496 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 141681606 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-75515 FILM NUMBER: 99586303 BUSINESS ADDRESS: STREET 1: 195 LAKE LOUISE MARIE RD CITY: ROCK HILL STATE: NY ZIP: 12775 BUSINESS PHONE: 9147962100 MAIL ADDRESS: STREET 1: 195 LAKE LOUISE MARIE RD CITY: ROCK HILL STATE: NY ZIP: 12775 FORMER COMPANY: FORMER CONFORMED NAME: FRONTIER FINANCIAL CORP /DE/ DATE OF NAME CHANGE: 19860904 S-8 1 FRONTIER INSURANCE GROUP INC. S-8 As filed with the Securities and Exchange Commission on April 1, 1999. Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FRONTIER INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 14-1681606 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 195 LAKE LOUISE MARIE ROAD 12775-8000 ROCK HILL, NEW YORK (Zip Code) (Address of principal executive offices)
FRONTIER INSURANCE GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) HARRY W. RHULEN FRONTIER INSURANCE GROUP, INC. 195 LAKE LOUISE MARIE ROAD ROCK HILL, NEW YORK 12775-8000 (Name and address of agent for service) (914) 796-2100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
=============================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PRICE PER OFFERING REGISTRATION SHARE(1) PRICE(1) FEE - ------------------------------------------------------------------------------- Common Stock 1,000,000 shs. $11.6875 $11,687,500 $3,249 ===============================================================================
(1) Estimated solely for the purpose of calculating the registration fee based, pursuant to Rule 457(h), on the 1,000,000 shares reserved for issuance under the Employee Stock Purchase Plan and, pursuant to Rule 457(c), the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on March 29, 1999. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION. * ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. * *Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents which have heretofore been filed by Frontier Insurance Group, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Registration Statement: a. Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. b. All reports and proxy statements filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all of the shares to which this Registration Statement relates have been sold or which deregisters all of the shares then remaining unsold shall likewise be deemed incorporated herein and made a constituent part hereof by reference from the respective date of the filing of such document. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Members of Epstein Becker & Green, P.C., which firm has passed on the validity of the shares of Common Stock being offered pursuant to this Registration Statement, own an aggregate of 143,000 shares of Registrant's Common Stock. 1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law grants corporations the power to indemnify their directors, officers, employees and agents in accordance with the provisions thereof. Article EIGHTH of the Registrant's Certificate of Incorporation provides for indemnification of the Registrant's directors, officers, agents and employees to the fullest extent permissible under Section 145 of the Delaware General Corporation Law. The Registrant presently maintains directors' and officers' liability insurance coverage with an aggregate policy limit of $10,000,000 for each policy year. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following are filed as exhibits to this Registration Statement:
Exhibit No. Description --- ----------- 4.1 - Copy of the Registrant's Employee Stock Purchase Plan. 5 - Opinion of Epstein Becker & Green, P.C. 23(a) - Consent of Ernst & Young LLP. 23(b) - Consent of Epstein Becker & Green, P.C. (included in Exhibit 5). 24 Power of Attorney (included in signature page of this Registration Statement).
2 ITEM 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be permitted to directors, officers or controlling persons of the Registrant pursuant to the provisions of Registrant's Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws, as amended, or the provisions of the Delaware General Corporation Law or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Hamlet of Rock Hill, State of New York, on this 18th day of March, 1999. FRONTIER INSURANCE GROUP, INC. By: /s/ Harry W. Rhulen ----------------------------------- Harry W. Rhulen Chairman, Chief Executive Officer and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints HARRY W. RHULEN and MARK H. MISHLER, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities set forth and on the date indicated.
Signature Title Date - --------- ----- ---- /s/ Harry W. Rhulen Chairman of the Board, March 18, 1999 - --------------------------- President, Chief Harry W. Rhulen Executive Officer and Director /s/ Mark H. Mishler Vice President - March 18, 1999 - --------------------------- Treasurer and Chief Mark H. Mishler Financial Officer (Principal Financial and Accounting Officer) /s/ Suzanne L. Rhulen Executive Vice March 18, 1999 - --------------------------- President and Director Suzanne L. Rhulen /s/ Peter L. Rhulen Director March 18, 1999 - --------------------------- Peter L. Rhulen /s/ Lawrence E. O'Brien Director March 18, 1999 - --------------------------- Lawrence E. O'Brien /s/ Douglas C. Moat Director March 18, 1999 - --------------------------- Douglas C. Moat /s/ Alan Gerry Director March 18, 1999 - --------------------------- Alan Gerry /s/ Paul B. Guenther Director March 18, 1999 - --------------------------- Paul B. Guenther
INDEX TO EXHIBITS
Exhibit No. Description --- ----------- 4.1 Copy of the Registrant's Employee Stock Purchase Plan. 5 Opinion of Epstein Becker & Green, P.C. 23(a) Consent of Ernst & Young LLP. 23(b) Consent of Epstein Becker & Green, P.C. (included in Exhibit 5). 24 Power of Attorney (included in signature page of this Registration Statement).
EX-4 2 EXHIBIT 4.1 EXHIBIT 4.1 FRONTIER INSURANCE GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN 1. Purpose and Scope of Plan. The purpose of this employee stock purchase plan (the "Plan") is to provide the employees of Frontier Insurance Group, Inc ("Frontier") with an opportunity to acquire a proprietary interest in Frontier through the purchase of its common stock and, thus, to develop a stronger incentive to work for the continued success of Frontier. The Plan is intended to be an "employee stock purchase plan" within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended, and shall be interpreted and administered in a manner consistent with such intent. 2. Definitions. 2.1 The terms defined in this section are used (and capitalized) elsewhere in this Plan: (a) "Affiliate" means any corporation that is a "parent corporation" or "subsidiary corporation" of Frontier, as defined in Sections 424(e) and 424(f) of the Code or any successor provision, and whose participation in the Plan has been approved by the Board of Directors. (b) "Board of Directors" means the Board of Directors of Frontier. (c) "Code" means the Internal Revenue Code of 1986, as amended from time to time. (d) "Committee" means two or more Frontier executive officers as designated by the Board of Directors to administer the Plan under Section 13. (e) "Common Stock" means the common stock, par value $.01 per share (as such par value may be adjusted from time to time), of Frontier. (f) "Company" means Frontier Insurance Group, Inc., a Delaware corporation. (g) "Compensation" means the gross cash compensation (including wage, salary, commission, bonus, and overtime earnings) paid by Frontier or any Affiliate to a Participant in accordance with the terms of employment. (h) "Eligible Employee" means any employee of Frontier or an Affiliate whose customary employment is at least 20 hours per week; provided, however, that "Eligible Employee" shall not include any person who would be deemed, for purposes of Section 423(b)(3) of the Code, to own stock possessing 5% or more of the total combined voting power or value of all classes of stock of Frontier. (i) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (j) "Fair Market Value" of a share of Common Stock as of any date means, the closing price for such Common Stock on the New York Stock Exchange on the preceding trading day. If such determination of Fair Market Value is not consistent with the then current regulations of the Secretary of the Treasury applicable to plans intended to qualify as an "employee stock purchase plan" within the meaning of Section 423(b) of the Code, however, Fair Market Value shall be determined in accordance with such regulations. The determination of Fair Market Value shall be subject to adjustment as provided in Section 14. (k) "Participant" means an Eligible Employee who has elected to participate in the Plan in the manner set forth in Section 4. (l) "Plan" means this Frontier Employee Stock Purchase Plan, as amended from time to time. (m) "Purchase Period" means each quarter of Frontier's fiscal year. The first Purchase Period will be the quarter that starts January 1, 1999 and ends March 31, 1999. (n) "Recordkeeping Account" means the account maintained in the books and records of Frontier recording the amount withheld from each Participant through payroll deductions made under the Plan. 3. Scope of the Plan. Shares of Common Stock may be sold to Eligible Employees pursuant to this Plan commencing January 1, 1999, as hereinafter provided, but not more than 1,000,000 shares of Common Stock (subject to adjustment as provided in Section 14) shall be sold to Eligible Employees pursuant to this Plan. All sales of Common Stock pursuant to this Plan shall be subject to the same terms, conditions, rights and privileges. The shares of Common Stock sold to Eligible Employees pursuant to this Plan may be shares acquired by purchase on the open market or in privately negotiated transactions, by direct issuance from Frontier (whether newly issued or treasury shares) or by any combination thereof. Frontier, during the term of the Plan, shall at all times reserve and keep available, such number of shares as shall be sufficient to satisfy the requirements of the Plan. 2 4. Eligibility and Participation. To be eligible to participate in the Plan for a given Purchase Period, an employee must be an Eligible Employee on the cutoff date for such Purchase Period. The cutoff date is the 15th day of the month immediately preceding the Purchase Period. An Eligible Employee may elect to participate in the Plan by filing an enrollment form and payroll deduction authorization form with the Frontier Human Resources department before the prescribed cutoff date for each Purchase Period. Regular payroll deductions from Compensation will begin with the first payday in such Purchase Period and continue until the Eligible Employee withdraws from the Plan, modifies his or her authorization, or ceases to be an Eligible Employee, as hereinafter provided. 5. Amount of Common Stock Each Eligible Employee May Purchase. 5.1 Subject to the provisions of this Plan, each Eligible Employee shall be offered the right to purchase on the last day of the Purchase Period the number of shares of Common Stock (including fractional shares) that can be purchased at the price specified in Section 5.2 with the entire credit balance in the Participant's Recordkeeping Account; provided, however, that the Fair Market Value (determined on the first day of any Purchase Period) of shares of Common Stock that may be purchased by a Participant during any calendar year shall not exceed $25,000 (therefore, with a 15% discount, the maximum cash contribution can not exceed $21,250). If the purchases by all Participants would otherwise cause the aggregate number of shares of Common Stock to be sold under the Plan to exceed the number specified in Section 3, each Participant shall be allocated a ratable portion of the maximum number of shares of Common Stock which may be sold. 5.2 The purchase price of each share of Common Stock sold pursuant to this Plan shall be the lesser of (a) or (b) below: (a) 85% of the Fair Market Value of such share on the first day of the Purchase Period. (b) 85% of the Fair Market Value of such share on the last day of the Purchase Period. 6. Method of Participation. 6.1 Frontier shall give notice to each Eligible Employee of the opportunity to purchase shares of Common Stock pursuant to this Plan and the terms and conditions for such offering. Such notice is subject to revision by Frontier at any time prior to the date of purchase of such shares. Frontier contemplates that for tax purposes the first day of a Purchase Period will be the date of the offering of such shares. 6.2 Each Eligible Employee who desires to participate in the Plan for a Purchase Period shall signify his or her election to do so by signing an enrollment form. An Eligible Employee may elect to have any whole 3 percent of Compensation withheld per pay period. An election to participate in the Plan and to authorize payroll deductions as described herein must be made prior to the prescribed cutoff date for each Purchase Period to which it relates and shall remain in effect unless and until such Participant withdraws from the Plan, modifies his or her authorization, or ceases to be an Eligible Employee, as hereinafter provided. 6.3 Any Eligible Employee who does not make a timely election as provided in Section 6.2, shall be deemed to have elected not to participate in the Plan. Such election shall be irrevocable for such Purchase Period. 6.4 Nothing herein contained shall affect an employee's right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance, retirement savings/401(k) plan or other employee welfare plan or program of Frontier. 7. Recordkeeping Account. 7.1 Frontier shall maintain a Recordkeeping Account for each Participant. Payroll deductions pursuant to Section 6 shall be credited to such Recordkeeping Accounts on each payday. 7.2 No interest shall be credited to a Participant's Recordkeeping Account. 7.3 The Recordkeeping Account is established solely for accounting purposes, and all amounts credited to the Recordkeeping Account shall remain part of the general assets of Frontier. 7.4 A Participant may not make any separate cash payment into the Recordkeeping Account. 8. Right to Adjust Participation or to Withdraw. 8.1 A Participant may, at any time during a Purchase Period, direct Frontier to make no further deductions from his or her future Compensation, subject to the limitation in Section 6.2. Upon any such action, future payroll deductions with respect to such Participant shall cease in accordance with the Participant's direction. 8.2 Any Participant who stops payroll deductions may not thereafter resume payroll deductions during such Purchase Period. 8.3 At any time before the end of a Purchase Period, any Participant may withdraw from the Plan. In such event, all future payroll deductions shall cease. The Participant may direct that the entire credit balance in the Participant's Recordkeeping Account be used to purchase stock at the end of the Purchase Period or be paid to the Participant, without interest, in 4 cash. A Participant who withdraws from the Plan will not be eligible to reenter the Plan until the next succeeding Purchase Period. 8.4 Notification of a Participant's election to increase, decrease, or terminate deductions, or to withdraw from the Plan, shall be made by filing an appropriate form with Frontier. Notification to increase or decrease deductions received before the prescribed cutoff date for each Purchase Period will become effective that Purchase Period. 9. Termination of Employment. A Participant's membership in the Plan will be terminated when the Participant either voluntarily elects to withdraw his or her entire account, or resigns or is discharged from Frontier or one of its subsidiaries for twelve (12) consecutive months, unless this period is due to illness, injury or for other reasons approved by the person or persons appointed by Frontier to administer the Plan as provided in Paragraph 13 below. Upon termination of membership, the terminated Participant shall not be entitled to rejoin the Plan until the first day of the next Purchase Period. Upon termination of membership, the Participant shall be entitled to receive the amount of his or her individual account. 10. Purchase of Shares. 10.1 As of the last day of each Purchase Period, the entire credit balance in each Participant's Recordkeeping Account shall be used to purchase shares (including fractional shares) of Common Stock (subject to the limitations of Section 5) unless the Participant has filed an appropriate form with Frontier in advance of that date (which elects to receive the entire credit balance in cash). 10.2 Shares of Common Stock acquired by each Participant shall be held in an account maintained by American Stock Transfer & Trust Co. ("AST") a transfer agent selected by Frontier as its service provider. AST shall maintain individual accounts for each Participant to which shall be allocated such Participant's shares of Common Stock (including fractional shares). 10.3 Prior to the last day of each Purchase Period, Frontier shall determine whether some or all of the shares of Common Stock to be purchased as of the last day of such Purchase Period will be purchased by AST for the accounts of Participants on the open market or in privately negotiated transactions. If some or all of such shares are to be so purchased by AST, Frontier shall advise AST of the number of shares to be so purchased and shall provide to AST such funds, in addition to the funds available from Participants' Recordkeeping Accounts, as may be necessary to permit AST to so purchase such number of shares (including all brokerage fees and expense). 5 10.4 Dividends with respect to a Participant's shares of Common Stock held in the account maintained by AST shall automatically be reinvested in additional shares of Common Stock. AST shall commingle all dividends paid on all Participants' shares held in the account and shall purchase on the open market, or in privately negotiated transactions, as soon as reasonably practicable after the receipt of the dividends, as many shares of Common Stock as can be acquired with such commingled dividends and the purchase price of each such Reinvestment Share shall be the average price paid by AST in purchasing all Reinvestment Shares for all Participants with the proceeds of such dividend payment. There shall be allocated to each Participant's individual account such Participant's pro rata portion of the Reinvestment Shares purchased with the commingled funds. Frontier shall pay all brokerage fees and expenses of AST in connection with the reinvestment of dividends. 10.5 Each Participant shall be entitled to vote all shares held for the benefit of such Participant in the account maintained by AST. 10.6 Certificates for the number of whole shares of Common Stock, determined as aforesaid, purchased by each Participant shall be issued and delivered to him or her, registered in the form directed by the Participant, only upon the request of the Participant or his or her representative. Any such request shall be made by filing an appropriate form with Frontier. No certificates for fractional shares will be issued. Upon closing of the account, the Participant will receive a cash distribution representing the value of any fractional shares. 11. Rights as a Stockholder. A Participant shall not be entitled to any of the rights or privileges of a stockholder of Frontier with respect to shares of Common Stock under the Plan, including the right to receive any dividends which may be declared by Frontier, until (i) he or she actually has paid the purchase price for such shares and (ii) either the shares have been credited to the account maintained by AST for the Participant's benefit or certificates have been issued to the Participant, both as provided in Section 10. 12. Rights Not Transferable. A Participant's rights under this Plan are exercisable only by the Participant during his or her lifetime, and may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution. Any attempt to sell, pledge, assign or transfer the same shall be null and void and without effect. The amounts credited to a Recordkeeping Account may not be assigned, transferred, pledged or hypothecated in any way, and any attempted assignment, transfer, pledge, hypothecation or other disposition of such amounts will be null and void and without effect. 13. Administration of the Plan. This Plan shall be administered by the Committee, which is authorized to make such uniform rules as may be necessary to carry out its provisions. The Committee shall determine any questions arising in the administration, interpretation and application of this Plan, and all such determinations shall be conclusive and binding on all parties. All costs and expenses incurred in administering the Plan shall be paid by Frontier. Any 6 taxes applicable to the Participant's account shall be charged or credited to the Participant's account by Frontier. 14. Adjustment upon Changes in Capitalization. In the event of any change in the Common Stock by reason of stock dividends, split-ups, corporate separations, recapitalizations, mergers, consolidations, combinations, exchanges of shares and the like, the aggregate number and class of shares available under this Plan and the number, class and purchase price of shares available but not yet purchased under this Plan, shall be adjusted appropriately by the Committee. 15. Registration of Certificates. Stock certificates to be issued and delivered upon the request of the Participant or his or her representative, as provided in Section 10.6, shall be, registered in the name of the Participant, or jointly, as joint tenants with the right of survivorship, in the name of the Participant and another person, as the Participant or his or her representative may direct on an appropriate form filed with Frontier. 16. Amendment of Plan. Frontier expects to continue the Plan until such time as the shares reserved for issuance under the Plan have been sold. Frontier reserves, however, the right at any time to amend this Plan in any respect which shall not adversely affect the rights of Participants pursuant to shares previously acquired under the Plan, except that, without stockholder approval on the same basis as required by Section 19.1, no amendment shall be made (i) to increase the number of shares to be reserved under this Plan, (ii) decrease the minimum purchase price, (iii) to withdraw the administration of this Plan from the Committee, or (iv) to change the definition of employees eligible to participate in the Plan. 17. Effective Date of Plan. This Plan shall consist of an offering commencing January 1, 1999, and continuing on a quarterly basis thereafter. All rights of Participants in any offering hereunder shall terminate at the earlier of (i) the day that Participants become entitled to purchase a number of shares of Common Stock equal to or greater than the number of shares remaining available for purchase or (ii) at any time, at the discretion of the Board of Directors, after 30 days' notice has been given to all Participants. Upon termination of this Plan, shares of Common Stock shall be purchased for Participants in accordance with Section 10.1, and cash, if any, remaining in the Participants' Recordkeeping Accounts shall be refunded to them, as if the Plan were terminated at the end of a Purchase Period. 18. Governmental Regulations and Listing. All rights granted or to be granted to Eligible Employees under this Plan are expressly subject to all applicable laws and regulations and to the approval of all governmental authorities required in connection with the authorization, issuance, sale or transfer of the shares of Common Stock reserved for this Plan, including, without limitation, there being a current registration statement of Frontier under the Securities Act of 1933, as amended, covering the shares of Common Stock purchasable on the last day of the Purchase Period applicable to such shares, and if such a registration statement shall not then be effective, the term of such Purchase Period shall be extended until the first business day after the effective date of such a registration statement, or post-effective amendment thereto. All such rights hereunder are also similarly subject to effectiveness of an appropriate listing application to the New York Stock Exchange, covering the shares of Common Stock under the Plan upon official notice of issuance. 7 19. Miscellaneous. 19.1 This Plan shall be submitted for approval by the stockholders of Frontier prior to December 1, 1999. If not so approved prior to such date, this Plan shall terminate on November 30, 1999. 19.2 This Plan shall not be deemed to constitute a contract of employment between Frontier and any Participant, nor shall it interfere with the right of Frontier to terminate any Participant and treat him or her without regard to the effect which such treatment might have upon him or her under this Plan. 19.3 Wherever appropriate as used herein, the masculine gender may be read as the feminine gender, the feminine gender may be read as the masculine gender, the singular may be read as the plural and the plural may be read as the singular. 19.4 The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware. 19.5 Delivery of shares of Common Stock or of cash pursuant to the Plan shall be subject to any required withholding taxes. A person entitled to receive shares of Common Stock may, as a condition precedent to receiving such shares, be required to pay Frontier a cash amount equal to the amount of any required withholdings. 8 EX-5 3 EXHIBIT 5 EXHIBIT 5 [EPSTEIN BECKER & GREEN, P.C. LETTERHEAD] March 30, 1999 Board of Directors of Frontier Insurance Group, Inc. 195 Lake Louise Marie Road Rock Hill, New York 12775-8000 Re: Employee Stock Purchase Plan Gentlemen: We have acted as counsel to Frontier Insurance Group, Inc. (the "Company") in connection with its filing of a Registration Statement on Form S-8 (the "Registration Statement") covering 1,000,000 shares (the "Shares") of the Company's authorized and unissued shares of Common Stock, $.01 par value, and/or outstanding shares of such Common Stock, to be sold to employees pursuant to the Company's Employee Stock Purchase Plan. As such counsel, we have examined originals, or copies certified to our satisfaction, of the corporate records of the Company, agreements and other instruments, certificates of public officials, certificates of officers of the Company and such other documents as we deemed necessary as a basis for the opinion hereinafter set forth. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to original documents of documents submitted to us as certified or photostatic copies. On the basis of the foregoing, we are of the opinion that the authorized and unissued Shares have been duly authorized and, when issued, delivered and paid for in accordance with the Employee Stock Purchase Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the aforesaid Registration Statement. Very truly yours, EPSTEIN BECKER & GREEN, P.C. By: /s/ Sidney Todres ------------------------- Sidney Todres EX-23 4 EXHIBIT 23(A) EXHIBIT 23(a) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Frontier Insurance Group, Inc. Employee Stock Purchase Plan of our report dated March 31, 1998, with respect to the consolidated financial statements and schedules of Frontier Insurance Group, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP New York, New York March 31, 1999 -----END PRIVACY-ENHANCED MESSAGE-----