| Old Guard Group, Inc. | |||
| Ticker: | OGGI | 2929 Lititz Pike | |
| Exchange: | NASDAQ-National Market | Lancaster, PA 17601 | |
| Industry: | Financial (SIC Code 6331) | (717) 569-5361 | |
| Type of Shares: | Common Shares | Filing Date: | 1/15/97 | |
| U.S. Shares: | 3,860,600 | Offer Date: | 2/14/97 | |
| Non-U.S. Shares: | 0 | Filing Price: | $10.00 | |
| Primary Shares: | 3,860,600 | Offer Price: | $10.00 | |
| Secondary Shares: | 0 | Gross Spread: | $0.99 | |
| Offering Amount: | $38,606,000 | Selling: | ||
| Expenses: | - | Reallowance: | ||
| Shares Out After: | - |
| Manager | Tier | Phone |
| Hopper Soliday & Co. | Lead Manager | (717) 560-3042 |
| Issuer's Law Firm: | Stevens & Lee |
| Bank's Law Firm: | Lord, Bissell & Brook |
Dollar amounts in U.S. millions except for per share data | |||||
| 6 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/95 | 6/30/96 | 6/30/95 | 6/30/96 | ||
| Revenue: | $68.14 | $29.89 | $35.08 | Assets: | $137.09 |
| Net Income: | $1.60 | Curr Assets: | |||
| EPS: | -$3.92 | $1.54 | Liabilities: | $100.72 | |
| Prior EPS: | Curr Liabilities: | ||||
| Cash Flow/Oper: | Equity: | $36.37 | |||
| Cash Flow/Fin: | Cash: | ||||
| Cash Flow/Inv: | |||||
| Business Description |
| The company as formed under Pennsylvania law in May 1996 for the purpose of becoming the holding company for the Insurance Companies upon completion of the Conversion. Prior to the Conversion, the company will not engage in any significant operations. After the Conversion, the company's primary assets will be the outstanding capital stock of the Insurance Companies and a portion of the net proceeds of the Conversion. Old Guard Mutual, Old Guard Fire and Goschenhoppen are each Pennsylvania mutual insurance companies that currently operate as members of the Old Guard Insurance Group, a group of mutual insurance companies under common management. The Group also includes Neffsville Mutual Fire Insurance Company =, which is not a party to the Plan. Old Guard Mutual, Old Guard Fire and Goschenhoppen began operations in 1896, 1872, and 1843, respectively. |
| Competition |
| The property and casualty insurance market is highly competitive. The insurance companies compete with stock insurance companies, mutual companies, local cooperatives and other underwriting organizations. Certain of these competitors have substantially greater financial, technical and operating resources than the insurance companies. The insurance companies' ability to compete successfully in their principal markets is dependent upon a number of factors, many of which are outside the insurance companies' control. |
| Business Plan |
| The company's principal strategies for the future are to: 1) achieve geographic diversification of risk by acquisition of other insurance companies or licensing of the insurance companies in other jurisdictions with reduced or different loss exposure; 2) improve the mix of business by increasing commercial writings and emphasizing casualty coverages in order to enhance profitability and lessen the impact of property losses on overall results; and 3) improve efficiency and maintain the high level of personal service delivered to agents and insureds through continued enhancement of the company's management information systems. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to acquire all of the capital stock of Old Guard Mutual, Old Guard Fire and Goschenhoppen to be issued in the conversion; for general corporate purposes including additional capital contributions to the Insurance companies, repayment of acquisition financing fees, future acquisitions and diversification within the property and casualty insurance industry, dividends to stockholders and future repurchases of common stock.. |