As filed with the Securities and Exchange Commission on February 4, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Erie Indemnity Company
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(Exact Name of Registrant As Specified in Its Charter)
Pennsylvania 25-0466020
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
100 Erie Insurance Place
Erie, Pennsylvania 16530
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(Address of Principal Executive Offices) (Zip Code)
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ERIE INDEMNITY COMPANY
LONG-TERM INCENTIVE PLAN
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(Full Title of Plan)
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Jan R. Van Gorder, Esquire
Senior Executive Vice President,
Secretary and General Counsel
Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania 16530
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(Name and Address of Agent for Service)
(814) 870-2000
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(Telephone Number, Including Area Code,
of Agent for Service)
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Copy to:
Frederick W. Dreher, Esquire
Duane Morris LLP
4200 One Liberty Place
Philadelphia, Pennsylvania 19103-7396
(215) 979-1234
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
Proposed Proposed
Title of Securities Amount To Be Maximum Offering Maximum Aggregate Amount of
To Be Registered Registered(1) Price Per Share(2) Offering Price(2) Registration Fee
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Class A 95,735 shares $38.32 $3,668,565.20 $338
Common Stock,
no par value
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(1) This registration statement registers additional shares of Class A
Common Stock of Registrant to be offered and sold under Registrant's
Long-Term Incentive Plan (the "Plan"). This registration statement also
registers such additional shares as may be required to be distributed under
the Plan in the event of a stock dividend, reverse stock split, split-up,
reclassification or other similar event.
(2) Pursuant to paragraph (h) of Rule 457, the proposed maximum offering
price per share and the proposed maximum aggregate offering price have been
computed on the basis of $38.32 per share, the average of the high and low
prices of the Class A Common Stock of Registrant on The Nasdaq National
Market on January 29, 2002.
Introductory Statement Pursuant to General Instruction E to Form S-8
The shares being registered hereunder constitute an additional 95,735 shares
of Class A Common Stock of Erie Indemnity Company (the "Company") for
distribution under the Erie Indemnity Company Long-Term Incentive Plan (the
"Plan"). On January 5, 2001, the Company previously registered 32,449 shares of
Class A Common Stock of the Company for offer and sale under the Plan under the
Securities Act of 1933 on Registration Statement No. 333-53318 on Form S-8.
Pursuant to General Instruction E to Form S-8, with respect to the registration
of additional securities hereunder for distribution under the Plan, the contents
of the Company's Registration Statement No. 333-53318 are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following material is incorporated herein by reference:
(a) The Annual Report on Form 10-K of Erie Indemnity Company (the
"Company") for the fiscal year ended December 31, 2000 as filed by the Company
with the Securities and Exchange Commission (the "Commission") on March 23,
2001, as amended on Form 10-K /A as filed by the Company with the Commission on
April 2, 2001;
(b) The Company's Form 10-Q Report for the quarter ended March 31, 2001
as filed by the Company with the Commission on April 19, 2001, as amended on
Form 10-Q/A as filed by the Company with the Commission on April 20, 2001;
(c) The Company's Form 10-Q Report for the quarter ended June 30, 2001
as filed by the Company with the Commission on July 19, 2001;
(d) The Company's Form 10-Q Report for the quarter ended September 30,
2001 as filed by the Company with the Commission on October 24, 2001;
(e) The Company's Form 8-K Current Report as filed by the Company with
the Commission on December 12, 2001;
(f) The Company's Form 8-K Current Report as filed by the Company with
the Commission on January 23, 2002; and
(g) The description of the Company's Class A Common Stock set forth in
the Company's Form 10/A Registration Statement (Registration No. 0-24000) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed with
the Commission on August 4, 1994 including any amendment or report filed for the
purpose of updating such description.
All reports or other documents filed pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement, in each case filed by the Company prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document, which also is or is deemed to be incorporated
herein by reference, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 8. Exhibits.
4.1 Erie Indemnity Company Long-Term Incentive Plan. (Incorporated by
reference to the like-titled exhibit to the Company's Form 10-K Annual
Report for the year ended December 31, 1997 that was filed with the
Commission on March 25, 1998.)
5.1 Opinion of Duane Morris LLP.
23.1 Consent of Duane Morris LLP (included in their opinion filed as
Exhibit 5.1).
23.2 Consent of Malin, Bergquist & Company, LLP.
24 Power of Attorney (included on the signature pages hereto).
SIGNATURES
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 Erie, Pennsylvania on January 31, 2002.
ERIE INDEMNITY COMPANY
By:/s/ Jan R. Van Gorder
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Jan R. Van Gorder,
Senior Executive Vice President,
General Counsel and Secretary
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Jan R. Van Gorder as such person's true
and lawful attorney-in-fact and agent, with full power of substitution, for such
person, and in such person's name, place and stead, in any and all capacities to
sign any or all amendments or 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, granting
unto said attorney-in-fact and agent 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 such person might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
- -------------------------- -------------------------------- ----------------
/s/ Jan R. Van Gorder Senior Executive Vice President, January 31, 2002
- -------------------------- General Counsel,
Jan R. Van Gorder Secretary and Director
(principal executive officer)
/s/ Philip A. Garcia Executive Vice President January 31, 2002
- -------------------------- and Chief Financial Officer
Philip A. Garcia (principal financial officer)
/s/ Timothy G. NeCastro Senior Vice President January 31, 2002
- -------------------------- and Controller
Timothy G. NeCastro (principal accounting officer)
/s/ Stephen A. Milne Director January 31, 2002
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Stephen A. Milne
/s/ Samuel P. Black, III Director January 23, 2002
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Samuel P. Black, III
/s/ J. Ralph Borneman, Jr. Director January 31, 2002
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J. Ralph Borneman, Jr.
Signature Title Date
- -------------------------- -------------------------------- ----------------
/s/ Partricia Garrison-Corbin Director January 31, 2002
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Patricia Garrison-Corbin
/s/ Susan Hirt Hagen Director January 27, 2002
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Susan Hirt Hagen
/s/ F. William Hirt Director January 23, 2002
- ------------------------------
F. William Hirt
Director January , 2002
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Samuel P. Katz
Director January , 2002
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Claude C. Lilly, III
Director January , 2002
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Henry N. Nassau
/s/ John M. Petersen Director January 31, 2002
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John M. Petersen
/s/ Robert C. Wilburn Director January 31, 2002
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Robert C. Wilburn
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit No. Exhibit Reference
4.1 Erie Indemnity Company Long-Term Incentive Plan. *
5.1 Opinion of Duane Morris LLP. Filed herewith
23.1 Consent of Duane Morris LLP (included in
their opinion filed as Exhibit 5.1).
23.2 Consent of Malin, Bergquist & Company, LLP. Filed herewith
24 Power of Attorney (see page II-3 of this Registration
Statement).
- --------------------------
* Incorporated by reference to the like-titled exhibit to the
Company's Form 10-K Annual Report for the year ended December 31, 1997
that was filed with the Commission on March 25, 1998.
EXHIBIT 5.1
[Duane Morris LLP Letterhead]
February 1, 2002
The Board of Directors of
Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania 16530
Ladies and Gentlemen:
We have acted as counsel to Erie Indemnity Company (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relating to the offer and
sale by the Company of up to an aggregate of 95,735 shares (the "Shares") of
Class A Common Stock, no par value, of the Company, pursuant to the Company's
Long-Term Incentive Plan (the "Plan").
As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. We
have also examined the Company's Articles of Incorporation and Bylaws, as
amended to date, the corporate minutes and other proceedings and records
relating to the authorization, sale and distribution of the Shares under the
Plan, and such other documents and matters of law as we have deemed necessary or
appropriate in order to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares,
when distributed in accordance with the terms and conditions of the Plan, will
be duly authorized, legally and validly issued and outstanding, fully paid and
nonassessable.
Sincerely,
DUANE MORRIS LLP
By:/s/ Frederick W. Dreher
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A Partner
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Erie Indemnity Company on Form S-8 of our report dated February 5, 2001 on our
audits of the consolidated financial statements of Erie Indemnity Company as of
December 31, 2000 and 1999, and for the years ended December 31, 2000, 1999 and
1998, appearing in the Form 10-K Annual Report of Erie Indemnity Company for the
year ended December 31, 2000.
/s/ Malin, Bergquist & Company, LLP
Erie, Pennsylvania
January 31, 2002