-----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, DPQC9api8O/jk9PrA3meaOmKLiWn1YAlusFTuw5n1mOC32o34sOoAiwfm3Np0HeY FUMO/mqRNBgBCCQixZpgbQ== 0001225208-08-018060.txt : 20081118 0001225208-08-018060.hdr.sgml : 20081118 20081118165953 ACCESSION NUMBER: 0001225208-08-018060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081114 FILED AS OF DATE: 20081118 DATE AS OF CHANGE: 20081118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hagen Thomas B CENTRAL INDEX KEY: 0001396809 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24000 FILM NUMBER: 081198913 BUSINESS ADDRESS: BUSINESS PHONE: (814) 459-7405 MAIL ADDRESS: STREET 1: 100 STATE STREET, SUITE 440 CITY: ERIE STATE: PA ZIP: 16507-1456 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ERIE INDEMNITY CO CENTRAL INDEX KEY: 0000922621 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 250466020 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 ERIE INSURANCE PL CITY: ERIE STATE: PA ZIP: 16530 BUSINESS PHONE: 8148702000 MAIL ADDRESS: STREET 1: 100 ERIE INSURANCE PLACE CITY: ERIE STATE: PA ZIP: 16530 4 1 doc4.xml X0303 4 2008-11-14 0000922621 ERIE INDEMNITY CO ERIE 0001396809 Hagen Thomas B 100 STATE STREET, SUITE 440 ERIE PA 16507-1456 1 Class A Common Stock 5100 D Class A Common Stock 10086059 I Family L.P. Class B Common Stock 0 2008-11-14 4 P 0 150 130830 A Class A Common Stock 360000 153 I Family L.P. Class B Common Stock 0 Class A Common Stock 7200 3 D Directors' Deferred Compensation Phantom Units 0 Class A Common Stock 1185.208 1185.208 D The reporting person's wife, Susan Hirt Hagen, an ERIE Director and a limited partner of the Hagen FLP, disclaims beneficial ownership of these shares, and the reporting person himself disclaims beneficial ownership of any Class A and Class B shares owned directly or indirectly by his wife, including any Class B shares of the H. O. Hirt Trusts of which she is a beneficiary/contingent beneficiary and one of three Trustees. These shares are held by the Hagen FLP of which the reporting person is a Limited Partner and the General Partner with the sole powers of investment and voting. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. Pursuant to the Articles of Incorporation of the Company, as amended, shares of Class B Common Stock (voting) of Erie Indemnity Company are convertible at any time to shares of Class A Common Stock (non-voting) at a conversion rate of 2,400 shares of Class A Stock for each share of Class B Stock. There are no exercise or expiration dates associated with this conversion feature and no specific exercise price when a Class B share is converted into Class A shares. The Hagen FLP entered into a definitive agreement on November 14, 2008 pursuant to which the Hagen FLP agreed to purchase 150 shares of Class B Common Stock (the "Shares") from a third party at a price of $130,830 per Share for a total purchase price of $19,624,500. The purchase agreement provides that the closing of the purchase will occur by November 21, 2008. There are no conditions to the closing other than the continued accuracy of the representations and warranties made by the parties as of the closing date. The Hagen FLP offered to Erie Indemnity Company the first option to purchase the Shares from the seller at the same purchase price on or prior to the scheduled November 21, 2008 closing date under the purchase agreement. On November 17, 2008, Erie Indemnity Company declined such offer. $130,830 per share of Class B Common Stock. In addition to the text of Footnote 7, which is incorporated by reference in this Footnote 6, the Hagen FLP entered into a definitive agreement on November 14, 2008 pursuant to which the Hagen FLP agreed to purchase 150 shares of Class B Common Stock (the "Shares") from a third party at a price of $130,830 per Share for a total purchase price of $19,624,500. The purchase agreement provides that the closing of the purchase will occur by November 21, 2008. There are no conditions to the closing other than the continued accuracy of the representations and warranties made by the parties as of the closing date. The Hagen FLP offered to Erie Indemnity Company the first option to purchase the Shares from the seller at the same purchase price on or prior to the scheduled November 21, 2008 closing date under the purchase agreement. On November 17, 2008, Erie Indemnity Company declined such offer. (a) The reporting person's wife, Susan Hirt Hagen, an ERIE Director and a limited partner of the Hagen FLP, disclaims beneficial ownership of these shares, and the reporting person himself disclaims beneficial ownership of any Class A and Class B shares owned directly or indirectly by his wife, including any Class B shares of the H. O. Hirt Trusts of which she is a beneficiary/contingent beneficiary and one of three Trustees. (b) Pursuant to the Articles of Incorporation of the Company, as amended, shares of Class B Common Stock (voting) of Erie Indemnity Company are convertible at any time to shares of Class A Common Stock (non-voting) at a conversion rate of 2,400 shares of Class A Stock for each share of Class B Stock. There are no exercise or expiration dates associated with this conversion feature and no specific exercise price when a Class B share is converted into Class A shares. Conversion price is not applicable to shares granted under the Outside Directors' Deferred Compensation Plan. The shares subject to this reporting are phantom Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors Stock Plan. These Credit Shares are actually paid to the reporting individual in shares of Erie Indemnity Company Class A Common Stock when their service as a Director of Erie Indemnity Company ends. There is no exercisable date for these securities. The shares subject to this reporting are phantom Share Credits which are periodically credited to the accounts of certain Directors of Erie Indemnity Company pursuant to its Outside Directors Stock Plan. These Credit Shares are actually paid to the reporting individual in shares of Erie Indemnity Company Class A Common Stock when their service as a Director of Erie Indemnity Company ends. There is no expiration date for these securities. Linda A. Etter, Power of Attorney 2008-11-18 -----END PRIVACY-ENHANCED MESSAGE-----