- Statement of Ownership (SC 13G)
16 Febrero 2010 - 12:49PM
Edgar (US Regulatory)
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment
No. __)*
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MERCER
INSURANCE GROUP, INC.
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(Name
of Issuer)
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COMMON
STOCK
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(Title
of Class of Securities)
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587902107
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(CUSIP
Number)
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DECEMBER
31, 2009
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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[ X
]
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Rule
13d-1(b)
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[ ]
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Rule
13d-1(c)
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[ ]
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
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The
information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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Page
1 of 10 Pages
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CUSIP
No.
587902107
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1.
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Names
of Reporting Persons
Richard
W. Brown, as Trustee of the James E. Stowers Twentieth Century Companies,
Inc.
Stock
Trust
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Missouri
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5.
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Sole
Voting Power
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404,807
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Number
of Shares
Beneficially
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6.
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Shared
Voting Power
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N/A
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Owned
by
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Each
Reporting
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7.
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Sole
Dispositive Power
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424,307
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Person
With:
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8.
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Shared
Dispositive Power
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N/A
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions) [ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
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6.6%
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12.
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Type
of Reporting Person (See Instructions)
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HC
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Page
2 of 10 pages
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CUSIP
No.
587902107
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1.
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Names
of Reporting Persons
American
Century Companies, Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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5.
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Sole
Voting Power
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Number
of Shares
Beneficially
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6.
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Shared
Voting Power
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N/A
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Owned
by
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Each
Reporting
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7.
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Sole
Dispositive Power
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Person
With:
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8.
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Shared
Dispositive Power
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N/A
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions) [ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
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6.6%
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12.
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Type
of Reporting Person (See Instructions)
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HC
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Page
3 of 10 pages
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CUSIP
No.
587902107
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1.
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Names
of Reporting Persons
American
Century Investment Management, Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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5.
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Sole
Voting Power
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Number
of Shares
Beneficially
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6.
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Shared
Voting Power
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N/A
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Owned
by
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Each
Reporting
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7.
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Sole
Dispositive Power
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Person
With:
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8.
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Shared
Dispositive Power
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N/A
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions) [ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
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6.6%
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12.
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Type
of Reporting Person (See Instructions)
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IA
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Page
4 of 10 pages
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CUSIP
No.
587902107
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1.
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Names
of Reporting Persons
American
Century Capital Portfolios, Inc.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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[ ]
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(b)
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[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Maryland
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5.
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Sole
Voting Power
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340,000
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Number
of Shares
Beneficially
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6.
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Shared
Voting Power
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N/A
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Owned
by
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Each
Reporting
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7.
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Sole
Dispositive Power
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Person
With:
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8.
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Shared
Dispositive Power
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N/A
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions) [ ]
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11.
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Percent
of Class Represented by Amount in Row (9)
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5.3%
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12.
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Type
of Reporting Person (See Instructions)
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IV
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Page
5 of 10 pages
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Item
1.
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(a)
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Name
of Issuer.
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Mercer
Insurance Group, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
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10
North Highway 31
P. O. Box 278
Pennington, New Jersey 08534
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Item
2.
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(a)
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Name
of Person Filing.
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(1)
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Richard
W. Brown, as Trustee of the James E. Stowers Twentieth Century Companies,
Inc. Stock Trust
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(2)
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American
Century Companies, Inc.
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(3)
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American
Century Investment Management, Inc.
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(4)
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American
Century Capital Portfolios, Inc.
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(b)
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Address
of Principal Business Office or, if none, Residence.
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4500
Main Street
9
th
Floor
Kansas
City, Missouri 64111
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(c)
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Citizenship.
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(1)
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Missouri
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(2)
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Delaware
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(3)
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Delaware
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(4)
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Maryland
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(d)
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Title
of Class of Securities.
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Reference
is made to the cover page of this filing.
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(e)
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CUSIP
Number.
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Reference
is made to the cover page of this filing.
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Page
6 of 10 pages
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(1)
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Richard
W. Brown, as Trustee of the James E. Stowers Twentieth Century Companies,
Inc. Stock Trust, is a parent holding company or control person in
accordance with
§
240.13d-1(b)(1)(ii)(G).
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(2)
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American
Century Companies, Inc. is a parent holding company or control person in
accordance with
§
240.13d-1(b)(1)(ii)(G).
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(3)
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American
Century Investment Management, Inc. is an investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E).
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(4)
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American
Century Capital Portfolios, Inc. is an investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
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Item
4.
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Ownership.
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Reference
is made to Items 5-9 and 11 on the cover page of this
filing.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[ ].
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Various
persons, including the investment companies and separate institutional
investor accounts that American Century Investment Management, Inc.
(“ACIM”) serves as investment adviser, have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities that are the subject of this
schedule. Except as may be otherwise indicated if this is a
joint filing, not more than 5% of the class of securities that is the
subject of this schedule is owned by any one client advised by
ACIM.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
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See
attached Exhibit A.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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Page
7 of 10 pages
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated
this 16th day of February, 2010
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AMERICAN
CENTURY COMPANIES, INC. (“ACC”)
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AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”)
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AMERICAN
CENTURY CAPITAL PORTFOLIOS, INC. (“ACCP”)
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By:
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/s/
Charles A. Etherington
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Charles
A. Etherington
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Senior
Vice President, ACIM and ACCP
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Vice
President, ACC
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JAMES
E. STOWERS TWENTIETH CENTURY COMPANIES, INC.
STOCK
TRUST
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By:
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/s/
Richard W. Brown
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Richard
W. Brown
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Trustee
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SCHEDULE
13G – To be included in statements filed pursuant to Rule 13d-1(b) or
13d-2(b).
EXHIBIT
A
This
Exhibit has been prepared to identify each subsidiary of American Century
Companies, Inc. (“ACC”), which is controlled by Richard W. Brown, as Trustee of
the James E. Stowers Twentieth Century Companies, Inc. Stock Trust, that is a
beneficial owner of securities that are the subject of this schedule (the
“Subject Securities”). American Century Investment Management, Inc.
(“ACIM”) is a wholly-owned subsidiary of ACC and an investment adviser
registered under §203 of the Investment Advisers Act of 1940.
Page
8 of 10 pages
SCHEDULE
13G – To be included in statements filed pursuant to Rule 13d-1(b) or 13d-2(b)
and Rule 13d-1(f) (1) Agreement.
EXHIBIT
B
Each of
the undersigned hereby agrees and consents to the execution and joint filing on
its behalf by American Century Investment Management, Inc. of this Schedule 13G
respecting the beneficial ownership of the securities which are the subject of
this schedule.
Dated
this 16th day of February, 2010.
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AMERICAN
CENTURY COMPANIES, INC. (“ACC”)
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AMERICAN
CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”)
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AMERICAN
CENTURY CAPITAL PORTFOLIOS, INC. (“ACCP”)
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By:
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/s/
Charles A. Etherington
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Charles
A. Etherington
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Senior
Vice President, ACIM and ACCP
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Vice
President, ACC
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JAMES
E. STOWERS TWENTIETH CENTURY COMPANIES, INC.
STOCK
TRUST
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By:
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/s/
Richard W. Brown
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Richard
W. Brown
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Trustee
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EXHIBIT
C
EXCERPTS
FROM THE
FIFTH
AMENDMENT TO AND COMPLETE RESTATEMENT
OF JAMES
E. STOWERS TWENTIETH CENTURY COMPANIES, INC. STOCK TRUST
AGREEMENT
Pursuant
to the right reserved to Settlor to amend the James E. Stowers Twentieth Century
Companies, Inc. Stock Trust Agreement dated January 13, 1995, as amended and
restated by First Amended and Restated James E. Stowers Twentieth Century
Companies, Inc. Stock Trust Agreement dated November 7, 2000, by Second Amended
and Restated James E. Stowers Twentieth Century Companies, Inc. Stock Trust
Agreement dated June 26, 2001, by Third Amended and Restated James E. Stowers
Twentieth Century Companies, Inc. Stock Trust Agreement dated December 23, 2002,
and by Fourth Amended and Restated James E. Stowers Twentieth Century Companies,
Inc. Stock Trust Agreement dated March 17, 2005, JAMES E. STOWERS, a citizen of
the United States, currently residing in Missouri, as Settlor, hereby further
amends and restates said Trust Instrument in its entirety, and directs that the
property previously transferred and delivered to himself, as Trustee, shall
hereafter be held, administered and distributed by the Trustee and his
successors (herinafter referred to as the “Trustees”), together with any other
property that might hereafter be transferred to the Trustees, IN TRUST, on the
following terms and conditions.
Page
9 of 10 pages
7.
Trustee
Powers
With
respect to each trust created hereunder, the Trustees thereof shall have the
following powers in addition to the powers otherwise granted by common law or
statute.
7.1
Powers
Relating to Investments
(d)
Exercise
of Securities Rights
.
The
Trustees may exercise all options and all conversion, subscription, voting and
other rights of whatever nature held by or pertaining to any property, including
securities of the corporate Trustee or any affiliate thereof, held as a part of
the Trust Estate. With respect to any securities held as an asset of
the Trust Estate, the Trustees are authorized to participate in and request the
filing of any registration statement or other application, return or report that
might be required or authorized by local, state or Federal regulations, or that
is, in the judgment of the Trustees, in the best interest of the Trust Estate
and, in connection with any such filing, the Trustees may, in their discretion,
give indemnification to any individual, corporation or other entity, pay
underwriting costs and other expenses, insure against risk, execute instruments,
and do such other acts as the Trustees deem necessary or
desirable.
EXHIBIT
D
BRYAN
CAVE
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B.
John Readey, III
Partner
Direct:
816-391-7633
breadey@bryancave.com
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February
16, 2010
Re:
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The
James E. Stowers Twentieth Century Companies, Inc. Stock Trust
Agreement
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To Whom It May Concern:
I am
counsel to the above-referenced Trust. James E. Stowers, Jr. was the
initial Trustee of the Trust and has been continuously serving in that
capacity. The purpose of this letter is to confirm that, pursuant to
Section 6.1 of the Trust Agreement, Richard W. Brown has succeeded Mr. Stowers
as the sole Trustee of the Trust, effective this date.
Please
advise if you have any questions concerning the foregoing.
Very truly yours,
/s/ B. John Readey,
III
B. John
Readey, III
BJR:sf/
987710 (N002634)
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