Filed pursuant to Rule 424(b)(3) and 424(c)
Registration No. 333-101489
PROSPECTUS SUPPLEMENT NO. 5
---------------------------
(To prospectus dated February 10, 2003)
$305,000,000
SELECTIVE INSURANCE GROUP, INC.
Senior Convertible Notes due 2032
Common Stock
----------------------------
This document supplements the prospectus dated February 10, 2003
of Selective Insurance Group, Inc. relating to the resale by certain holders of
notes who are named as selling securityholders of up to $305,000,000 aggregate
principal amount at maturity of the notes and the shares of common stock
issuable upon conversion of the notes.
You should read this prospectus supplement in conjunction with
the prospectus dated February 10, 2003. This prospectus supplement is qualified
by reference to the prospectus dated February 10, 2003, except to the extent
that the information in this prospectus supplement supersedes the information
contained in the February 10, 2003 prospectus.
The table of selling securityholders beginning on page 51 of the
prospectus is hereby amended to add the following principal amounts of notes
beneficially owned that may be sold:
Principal
Amount
of Notes Number of Number of
Beneficially Shares of Shares of
Owned Percentage of Common Stock Common Stock Percentage of
Name of That May Be Notes Beneficially That May Be Common Stock
Selling Securityholder(1) Sold Outstanding Owned(2) Sold(3)(4) Outstanding(5)
------------------------- ----------- ------------- ------------ ------------ --------------
SuttonBrook Capital Portfolio LP 500,000 * N/A 6,489 *
After giving effect to the addition of the foregoing selling
securityholder, the table of selling securityholders reads as follows:
Selling Securityholders
Principal
Amount
of Notes Number of Number of
Beneficially Shares of Shares of
Owned Percentage of Common Stock Common Stock Percentage of
Name of That May Be Notes Beneficially That May Be Common Stock
Selling Securityholder(1) Sold Outstanding Owned(2) Sold(3)(4) Outstanding(5)
------------------------- ----------- ------------- ------------ ------------ --------------
AKELA Capital Master Fund Ltd. 15,000,000 4.92% N/A 194,674 *
Alexandra Global Master Fund, Ltd. 10,000,000 3.28% N/A 129,783 *
Allstate Life Insurance 2,000,000 * 13,200(6) 25,956 *
Arbitex Master Fund 16,500,000 5.41% N/A 214,141 *
Argent Classic Convertible Arbitrage Fund
(Bermuda) Ltd. 2,000,000 * N/A 25,956 *
Argent Low Lev Convertible Arbitrage Fund
LLC 700,000 * N/A 9,084 *
Principal
Amount
of Notes Number of Number of
Beneficially Shares of Shares of
Owned Percentage of Common Stock Common Stock Percentage of
Name of That May Be Notes Beneficially That May Be Common Stock
Selling Securityholder(1) Sold Outstanding Owned(2) Sold(3)(4) Outstanding(5)
------------------------- ----------- ------------- ------------ ------------ --------------
Argent Low Lev Convertible Arbitrage Fund
Ltd. 4,400,000 1.44% N/A 57,104 *
BGI Global Investors C/O Forest
Investment Management L.L.C. 536,000 * N/A 6,956 *
BNP Paribus Equity Strategies, SNC 20,850,000 6.84% 26,003 270,597 *
Calamos Convertible Fund - Calamos
Investment Trust 13,300,000 4.36% N/A 172,611 *
Calamos Convertible Growth & Income Fund
- Calamos Investment Trust 10,900,000 3.57% N/A 141,463 *
Calamos Convertible Portfolio - Calamos
Advisor Trust 300,000 * N/A 3,893 *
CC Investments LOC 250,000 * N/A 3,244 *
Chrysler Corporation Master Retirement
Trust 2,595,000 * N/A 33,678 *
Context Convertible Arbitrage Fund, LP 165,000 * N/A 2,141 *
Context Convertible Arbitrage Offshore, LP 85,000 * N/A 1,103 *
Cooper Neff Convertible Strategies
(Cayman) Master Fund L.P. 11,189,000 3.67% N/A 145,214 *
Deephaven Domestic Convertible Trading Ltd. 3,250,000 1.07% N/A 42,179 *
Delta AIR Lines Master Trust
(c/o Oaktree Capital Management, LLC) 655,000 * N/A 8,500 *
Delta Pilots D & S Trust (c/o Oaktree
Capital Management, LLC) 360,000 * N/A 4,672 *
Forest Fulcrum Fund L.L.P. 1,383,000 * N/A 17,948 *
Forest Global Convertible Fund Series A-5 6,079,000 1.99% N/A 78,895 *
Forest Multi-Strategy Master/Fund SPC on
Behalf of Series F, Multi-Strategy
Segregated Portfolio 2,000,000 * N/A 25,956 *
GDO Equity Arbitrage Master Fund 1,000,000 * N/A 12,978 *
Grace Convertible Arbitrage Fund Ltd. 5,000,000 1.64% N/A 64,891 *
JMG Convertible Investments LP 1,500,000 * N/A 19,467 *
KBC Financial Products USA Inc. 11,560,000 3.79% N/A 150,029 *
LLT Limited 498,000 * N/A 6,463 *
Lyxor Master Fund 2,000,000 * N/A 25,956 *
Lyxor Master Fund C/O Forest Investment
Management L.L.C. 2,295,000 * N/A 29,785 *
Lyxor Master Fund Ref: Argent/LowLev CB
c/o Argent 1,000,000 * N/A 12,978 *
Marathon Global Convertible Master Fund
Ltd. 5,000,000 1.64% N/A 64,891 *
McMahan Securities Co. L.P. 12,250,000 4.02% N/A 158,984 *
Merrill Lynch, Pierce Fenner and Smith
Inc. 6,335,000 2.08% N/A 82,217 *
Miller Tabak Roberts LLC 1,500,000 * N/A 19,467 *
Microsoft Corporation 935,000 * N/A 12,134 *
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Principal
Amount
of Notes Number of Number of
Beneficially Shares of Shares of
Owned Percentage of Common Stock Common Stock Percentage of
Name of That May Be Notes Beneficially That May Be Common Stock
Selling Securityholder(1) Sold Outstanding Owned(2) Sold(3)(4) Outstanding(5)
------------------------- ----------- ------------- ------------ ------------ --------------
MLQA Convertible Securities Arbitrage Ltd 15,000,000 4.92% N/A 194,674 *
Motion Picture Industry Health
Plan-Active Member Fund 170,000 * N/A 2,206 *
Motion Picture Industry Health
Plan-Retiree Member Fund 105,000 * N/A 1,362 *
OCM Convertible Trust 1,725,000 * N/A 22,387 *
Partner Reinsurance Company, Ltd. 540,000 * N/A 7,008 *
Partners Group Alternative Strategies
PCC, Ltd. 200,000 * N/A 2,595 *
Plexus Fund Limited 10,750,000 3.52% N/A 139,516 *
Qwest Occupational Health Trust 200,000 * N/A 2,595 *
RBC Alternative Assets LP C/O Forest
Investment Management L.L.C. 510,000 * N/A 6,618 *
Relay II Holdings C/O Forest Investment
Management L.L.C. 255,000 * N/A 3,309 *
Salomon Smith Barney 9,300,000 3.05% N/A 120,698 *
Sphinx Convertible Abritrage C/O Forest
Investment Management L.L.C. 128,000 * N/A 1,661 *
State Employee's Retirement Fund of the
State of Delaware 715,000 * N/A 9,279 *
Sturgen Limited 2,711,000 * N/A 35,184 *
Sunrise Partners Limited Partnership 14,250,000 4.67% N/A 184,940 *
SusQuehanna Capital Group 5,000,000 1.64% N/A 64,891 *
SuttonBrook Capital Portfolio LP 35,000,000 11.48% N/A 454,240 1.66%
Thrivent Financial for Lutherans 1,000,000 * N/A 12,978 *
Transamerica Life Insurance & Annuity
Company 24,500,000 8.03% N/A 317,968 1.16%
UFJ Investments Asia Limited 250,000 * N/A 3,244 *
Victus Capital LP 17,000,000 5.57% N/A 220,631 *
Wachovia Securities International LTD 32,000,000 10.49% N/A 415,305 1.52%
Xavex Convertible Arbitrage 2 Fund 200,000 * N/A 2,595 *
Zazove Convertible Arbitrage Fund LP 7,000,000 2.30% N/A 90,848 *
Zazove Hedged Convertible Fund LP 2,500,000 * N/A 32,445 *
Zazove Income Fund LP 1,000,000 * N/A 12,978 *
Zurich Institutional Benchmarks Master
Fund Ltd. 500,000 * N/A 6,489 *
Zurich Institutional Benchmarks Master
Fund Ltd. 2,500,000 * N/A 32,445 *
Zurich Institutional Benchmarks Master
Fund c/o Argent 500,000 * N/A 6,489 *
Zurich Master Hedge Fund C/O Forest
Investment Management L.L.C. 816,000 * N/A 10,590 *
------- - --- ------ -
Total $305,000,000(7) 100.00% 39,203 3,958,382(7) 14.50%
=============== ======= ====== ============ ======
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* Less than 1%
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(1) Also includes any sale of the notes and the underlying common stock by
pledgees, donees, transferees or other successors in interest that
receive such securities by pledge, gift, distribution or other
non-sale related transfer from the named selling securityholders.
Information about other selling securityholders will be set forth in
future prospectus supplements or in other documents that we file from
time to time with the Securities and Exchange Commission that are
incorporated by reference in the prospectus, if required. See "Where
You Can Find More Information" in the prospectus.
(2) Excludes common stock issuable upon conversion of the selling
securityholder's notes.
(3) Assumes conversion of all of the selling securityholder's notes at a
conversion rate of 12.9783 per note and a cash payment in lieu of the
issuance of any fractional share interest. However, this conversion
rate is subject to adjustment as described under "Description of the
Notes -- Conversion Rights" in the prospectus. As a result, the number
of shares of common stock issuable upon conversion of the notes may
increase or decrease in the future.
(4) Reflects rounding down of fractional common stock issuable to each
selling securityholder upon conversion of the notes.
(5) Calculated based on Rule 13d-3 of the Securities Exchange Act of 1934
using 27,301,987 shares of common stock outstanding as of January 31,
2004. In calculating this amount, we did not treat as outstanding the
common stock issuable upon conversion of notes.
(6) Consists of 9,000 shares held by Allstate Insurance Company, 3,100
shares held by Allstate Retirement Plan and 1,100 shares held by
Agents Pension Plan.
(7) The figures in these columns are based on information supplied to us,
as of February 26, 2004, by the respective selling security holders
named in the table. As of that date, these selling securityholders had
supplied us with information indicating that, collectively, they owned
more than $305,000,000 aggregate principal amount of notes (which
would be convertible into more than 3,958,382 shares of common stock),
reflecting, we believe, that one or more selling securityholders
supplied us with information for inclusion in the table and then sold
their notes in transactions exempt from the registration requirements
of the Securities Act to persons who also supplied us with information
with respect to the same notes. However, since this prospectus
supplement would not be applicable to any sale of notes after they
have been publicly sold utilizing this prospectus supplement or a
prior prospectus supplement or prospectus, no more than $305,000,000
principal amount of notes, nor more than 3,958,382 shares of common
stock, could be sold utilizing this prospectus supplement.
Accordingly, the $305,000,000 and the 3,958,382 share totals in these
columns have been retained and represent the maximum principal amount
of notes and maximum number of shares of common stock that could be
sold hereunder.
The above table sets forth information as of February 26, 2004,
based on information supplied to us by the selling securityholders named in the
table. The selling securityholders listed in the above table may have sold or
transferred, in transactions exempt from the registration requirements of the
Securities Act, some or all of their notes since the date on which the
information was supplied to us and presented in the above table. Information
about the selling securityholders may change over time. Any changed information
supplied to us will be set forth in future prospectus supplements.
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Investing in the notes involves risks that are described in the
"Risk Factors" section beginning on page 9 of the prospectus.
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement. Any representation
to the contrary is a criminal offense.
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The date of this prospectus supplement is March 5, 2004.
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