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): April 30, 2004 MERCHANTS GROUP, INC. ------------------------------ (Exact name of registrant as specified in its charter) Delaware -------------------------------- (State or other jurisdiction of incorporation) 1-9640 16-1280763 ---------------------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 250 Main Street, Buffalo, New York 14202 ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (716) 849-3333 (NOT APPLICABLE) ------------------------------------- (Former name or former address, if changed since last report) -------------------------------------------------------------------------------- TABLE OF CONTENTS Item 12. Results of Operations and Financial Condition. FORM 8-K EXHIBIT INDEX Exhibit 99 News Release Item 12. Financial Statements and Exhibits. On April 30, 2004, Merchants Group, Inc. issued a press release announcing results for the quarter ended March 31, 2004. The text of the press release is furnished as an exhibit to this Form 8-K. Under the rules and regulations of the Securities and Exchange Commission, the exhibit and the information in this Form 8-K are deemed to be furnished and not to be filed. The following exhibits are filed as a part of this report: Exhibit No. Description 99 Press release dated April 30, 2004. 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. MERCHANTS GROUP, INC. By: /s/ Kenneth J. Wilson --------------------------------------------- Kenneth J. Wilson Chief Financial Officer Treasurer -2- EXHIBIT INDEX Exhibit No. ----------- 99 Press release dated April 30, 2004. -3-