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) March 25, 2013

 

 

SELECTIVE INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

New Jersey 001-33067 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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Section 5 – Corporate Governance and Management

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)  In connection with the amendment of the Retirement Income Plan for Selective Insurance Company of America, Amended and Restated Effective as of July 1, 2011 (“Retirement Income Plan”), as described under Item 7.01 below, on March 22, 2013, the Salary and Employee Benefits Committee of the Board of Directors of Selective Insurance Company of America (“SICA”), the lead insurance subsidiary of Selective Insurance Group, Inc., authorized SICA’s management to amend:  (i) the Selective Insurance Supplemental Pension Plan, Amended and Restated Effective as of January 1, 2005 (“SERP”), to cease all future benefit accruals under the SERP effective as of March 31, 2016; and (ii) the Selective Insurance Company of America Deferred Compensation Plan (2005), As Amended and Restated Effective as of January 1, 2010 (“DCP”), to extend eligibility to receive certain nonelective Company contributions under the DCP to participants who are active participants in the Retirement Income Plan, effective as of April 5, 2013, to the extent a participant is unable to receive all or a portion of their 4% nonelective contribution to the Selective Insurance Retirement Savings Plan, As Amended and Restated Effective as of January 1, 2011 (“401(k) Plan”) due to Internal Revenue Service limitations.

 

Copies of Amendment No. 1 to the SERP and Amendment No. 2 to the DCP are attached hereto as Exhibits 10.1 and 10.2, respectively, and each is incorporated herein by reference as though it were fully set forth herein.

 

Section 7 – Regulation FD

 

Item 7.01. Regulation FD Disclosure.

 

On March 22, 2013, the Salary and Employee Benefits Committee of the Board of Directors of SICA, the lead insurance subsidiary of Selective Insurance Group, Inc., authorized SICA’s management to amend:  (i) the Retirement Income Plan to freeze all future accruals under the plan effective as of March 31, 2016; (ii) the SERP to cease all future benefit accruals under the SERP effective as of March 31, 2016; (iii) the 401(k) Plan to provide that, effective as of April 5, 2013, all eligible employees who have completed one year of eligibility service are eligible to receive the 4% non-safe harbor non-elective contribution under the 401(k) Plan; and (iv) the DCP to extend eligibility to receive certain nonelective Company contributions under the DCP to participants who are active participants in the Retirement Income Plan, effective as of April 5, 2013, to the extent a participant is unable to receive all or a portion of their 4% nonelective contribution to the 401(k) Plan due to Internal Revenue Service limitations.

 

The amendment to the Retirement Income Plan is expected to result in an after-tax benefit to stockholders’ equity of approximately $18 million. The above changes will result in an immaterial impact to net income in the three year transition period ending March 31, 2016.

 

The information contained in Item 7.01 of this report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.  The Company makes no admission as to the materiality of any information in Item 7.01 of this report.

  

Forward-looking Statements

 

Certain statements in this report, including statements regarding the potential after-tax benefit to stockholders equity, are “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995 (“PSLRA”).  These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by the forward-looking statements.  These statements are only predictions, and we can give no assurance that such expectations will prove to be correct.  We undertake no obligation, other than as may be required under the federal securities laws, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 
 

 

Factors that could cause our actual results to differ materially from those we have projected, forecasted or estimated in forward-looking statements are discussed under in Item 1A., “Risk Factors.” of our Form 10-K.  These risk factors may not be exhaustive.  We operate in a continually changing business environment, and new risk factors emerge from time-to-time. We can neither predict such new risk factors nor can we assess the impact, if any, of such new risk factors on our businesses or the extent to which any factor or combination of factors may cause actual results to differ materially from those expressed or implied in any forward-looking statements in this report.  In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might prove to be inaccurate.

 

 
 

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits  
     
  10.1 Amendment No. 1 to the Selective Insurance Supplemental Pension Plan, Amended and Restated Effective as of January 1, 2005.
  10.2 Amendment No. 2 to the Selective Insurance Company of America Deferred Compensation Plan (2005), As Amended and Restated Effective as of January 1, 2010.

 

 
 

 

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:  March 25, 2013 By: /s/ Michael H. Lanza  
    Michael H. Lanza  
    Executive Vice President and General Counsel

 

 
 

 

EXHIBIT INDEX

 

 

Exhibit No. Description
10.1 Amendment No. 1 to the Selective Insurance Supplemental Pension Plan, Amended and Restated Effective as of January 1, 2005.
10.2 Amendment No. 2 to the Selective Insurance Company of America Deferred Compensation Plan (2005), As Amended and Restated Effective as of January 1, 2010.

 

 

 

 

Exhibit 10.1

 

SELECTIVE INSURANCE

SUPPLEMENTAL PENSION PLAN

 

AMENDMENT NO. 1

 

 

THIS AMENDMENT No. 1 is made by Selective Insurance Company of America (the “ Company ”) to the Selective Insurance Supplemental Pension Plan, As Amended and Restated Effective as of January 1, 2005 (the “ Plan ”).

 

W I T N E S S E T H:

 

WHEREAS, the Company maintains the Plan for the benefit of certain key employees of the Company and those of its affiliates which have adopted the Plan; and

 

WHEREAS, the Company wishes to amend the Plan, effective as of March 31, 2016, to cease all future benefit accruals under the Plan; and

 

WHEREAS, the Company or its delegee may amend the Plan at any time, pursuant to Section 18(a) thereof, by an instrument in writing;

 

NOW, THEREFORE, effective as of March 31, 2016, the Company hereby amends the Plan by adding a new Section 21 thereto as follows:

 

21.    Freezing of the Plan . Notwithstanding anything in Section 8 or any other provision of the Plan to the contrary, each Member’s Accrued Benefit shall be determined as of March 31, 2016, based on the Member’s Retirement Plan Benefit and the limitations of Sections 401(a)(17) and 415(b) of the Code, as determined as of such date, and shall not increase or decrease thereafter.

 

IN WITNESS WHEREOF, this Amendment No. 1 is hereby executed on this 25th day of March, 2013.

 

  SELECTIVE INSURANCE COMPANY OF AMERICA
         
  By: /s/ Michael H. Lanza  
    Name:   Michael H. Lanza  
    Title:   Executive Vice President and General Counsel

 

 

 

Exhibit 10.2

 

 

SELECTIVE INSURANCE COMPANY OF AMERICA

 

DEFERRED COMPENSATION PLAN (2005)

 

As Amended and Restated Effective as of January 1, 2010

 

AMENDMENT NO. 2

 

 

THIS AMENDMENT No. 2 is made by Selective Insurance Company of America (the “ Company ”) to the Selective Insurance Deferred Compensation Plan (2005), As Amended and Restated Effective as of January 1, 2010 (the “ Plan ”). All terms used but not defined herein shall have the meaning set forth in the Plan.

 

WITNESSETH:

 

WHEREAS, the Company maintains the Plan to provide supplemental deferred compensation benefits to a select group of management or highly compensated employees of the Company and its affiliates that adopt the Plan; and

 

WHEREAS, the Company wishes to amend the Plan, effective as of April 5, 2013, to extend eligibility to receive certain nonelective Company contributions to Participants who are active participants in the Retirement Income Plan for Selective Insurance Company of America; and

 

WHEREAS, the Company or its delegee may amend the Plan in writing at any time pursuant to Section 20 thereof;

 

NOW, THEREFORE, effective as of April 5, 2013, the Company hereby amends the Plan by deleting Section 6(c) in its entirety and replacing it with the following:

 

(c)  Nonelective Contributions for Certain Participants . For each Plan Year beginning on or after January 1, 2010, a Participating Employer shall make a nonelective contribution to the Accounts of certain Participants as follows:

 

(i)  A Participant shall be eligible to receive a nonelective contribution pursuant to this Section 6(c) if: (A) he has completed one year of service for eligibility purposes, as determined under the RSP; and (B) he has not incurred a Separation from Service during the Plan Year to which the nonelective contribution relates for any reason other than his death, Disability, or retirement on or after attaining his “Early Retirement Age,” as defined in the Retirement Income Plan for Selective Insurance Company of America.  Notwithstanding the foregoing, for the period January 1, 2010 through April 4, 2013, a Participant shall not be eligible to receive a nonelective contribution pursuant to this Section 6(c) if he is eligible to participate in the Retirement Income Plan for Selective Insurance Company of America.

 

 
 

 

(ii)  A nonelective contribution shall be in an amount equal to four percent (4%) of the Participant’s Compensation for the Plan Year, reduced by any non-safe harbor nonelective contribution that is made on behalf of the Participant to the RSP with respect to such Plan Year.  For purposes of this Section 6(c), “Compensation” shall mean the amount of the Participant’s base salary that is actually paid to the Participant during the Plan Year on or after the later of: (A) the date on which the Participant becomes a Participant in the Plan and is eligible to receive a non-elective contribution pursuant to this Section 6(c); and (B) the first day of the payroll period coincident with or next following the date on which the Participant completes one year of eligibility service, as described in clause (i)(A) above.  Compensation shall include amounts that would have been paid to the Participant during the Plan Year during the period described in the foregoing sentence had the Participant not made, with respect to such period, any: (1) Savings Contributions to the Plan; (2) elective contributions, after-tax contributions or Roth contributions to the RSP; (3) salary reduction contributions under a cafeteria plan maintained by the Company or an Affiliate pursuant to Code Section 125 (including any amounts not available to the Participant in cash in lieu of group health coverage because the Participant is unable to certify that he has other health coverage); and (4) amounts that are not includible in the gross income of the Participant by reason of Code Section 132(f)(4).

 

(iii)  A Participant shall be fully vested in any nonelective contributions made pursuant to this Section 6(c) at all times.

 

(iv)  A nonelective contribution shall be credited to a Participant’s Discretionary Contribution Account on such date as the Administrator shall determine, but no later than April 30 of the year following the Plan Year to which such nonelective contribution relates.

 

(v)  Except as expressly set forth in this Section 6(c), a nonelective contribution shall be treated for all purposes of the Plan as a Discretionary Contribution.

 

(vi)  A Participant who receives a nonelective contribution pursuant to this Section 6(c) with respect to the 2010 Plan Year shall not be entitled to make any initial election under Section 7 as to the time or form of payment of his Discretionary Contribution Account balance attributable thereto, and such portion of his Discretionary Contribution Account balance shall, subject to any election change made pursuant to Section 8, be distributed to the Participant as a Separation Distribution in one lump sum.  A Participant who, immediately prior to April 5, 2013, was an active participant in the Retirement Income Plan for Selective Insurance Company of America, and who becomes entitled to receive a nonelective contribution pursuant to this Section 6(c) with respect to any portion of the 2013 Plan Year, shall not be entitled to make any initial election under Section 7 as to the time or form of payment of his

 

 
 

 

 

Discretionary Contribution Account balance attributable to his nonelective contribution for the 2013 Plan Year, and such portion of his Discretionary Contribution Account balance shall, subject to any election change made pursuant to Section 8, be distributed to the Participant as a Separation Distribution in one lump sum.

 

 

IN WITNESS WHEREOF, this Amendment No. 2 is hereby executed on this 25th day of March, 2013.

  

 

  SELECTIVE INSURANCE COMPANY OF AMERICA
         
  By: /s/ Michael H. Lanza  
    Name:   Michael H. Lanza  
    Title:   Executive Vice President and General Counsel