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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/25/08 Meadowbrook Insurance Group Inc S-4MEF 7/25/08 7:65K Bowne BCL/FA |
Document/Exhibit Description Pages Size 1: S-4MEF S-4 Pursuant to Rule 462(B) HTML 41K 2: EX-5.1 Opinion of Howard & Howard HTML 10K 3: EX-23.1 Consent of Ernst & Young LLP HTML 7K 4: EX-23.2 Consent of Kpmg, LLP HTML 9K 5: EX-23.4 Consent of Bodman LLP HTML 9K 6: EX-23.5 Consent of Baker & Hostetler LLP HTML 9K 7: EX-23.6 Consent of Friedman, Billings, Ramsey & Co., Inc. HTML 7K
Page | (sequential) | | | (alphabetic) | Top | |
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1 | 1st Page - Filing Submission | ||||
" | Table of Contents | ||||
" | Signatures | ||||
" | Index to Exhibits |
sv4mef |
As filed with the Securities and Exchange Commission on July 25, 2008 | Registration No. 333- |
Michigan (State or other jurisdiction of incorporation or organization) |
38-2626206 (I.R.S. Employer Identification No.) |
Timothy E. Kraepel, Esq. Howard & Howard Attorneys PC The Pinehurst Office Center, Suite 101 39400 Woodward Avenue Bloomfield Hills, Michigan 48304-5151 Phone: (248) 645-1483 Fax: (248) 645-1568 |
John M. Gherlein, Esq. Baker & Hostetler LLP 3200 National City Center 1900 East 9th Street Cleveland, Ohio 44114-3485 Phone: (216) 861-7398 Fax: (216) 696-0740 |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Proposed Maximum | Proposed Maximum | |||||||||||||||||||||
Title of Each Class of | Amount to be | Offering Price | Aggregate Offering | Amount of | ||||||||||||||||||
Securities to be Registered | Registered(1) | Per Share(2) | Price(2) | Registration Fee(3) | ||||||||||||||||||
Common stock, $0.01 par value |
1,921,074 shares | $ | 18.15 | $ | 140,364,791 | $ | 5,516.34 | |||||||||||||||
(1) | Represents the estimated maximum number of additional shares to be issued pursuant to the agreement and plan of merger dated as of February 20, 2008, as amended, between Meadowbrook Insurance Group, Inc., a Michigan corporation, and ProCentury Corporation, an Ohio corporation. Also includes an equal number of rights to purchase shares of Registrant’s Series A Preferred Stock, which rights are not (a) separable from the shares of common stock; or (b) presently exercisable. Meadowbrook has previously registered 19,333,993 shares of its common stock pursuant to the Registration Statement on Amendment No. 1 to Form S-4 filed on May 27, 2008 (Registration No. 333-150186) and declared effective by the Commission on May 28, 2008. | |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) of Regulation C under the Securities Act of 1933, as amended. | |
(3) | The registration fee was previously paid to the Commission. |
MEADOWBROOK INSURANCE GROUP, INC. |
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By | /s/ Robert S. Cubbin | |||
Robert S. Cubbin | ||||
President and Chief Executive Officer (Principal Executive Officer) |
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Signature | Title | Date | ||
President, Chief Executive Officer and Director (Principal Executive Officer) | July 25, 2008 | |||
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | July 25, 2008 | |||
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Director (Chairman) | July 25, 2008 | ||
Director | July 25, 2008 | |||
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Director | July 25, 2008 | ||
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Director | July 25, 2008 | ||
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Director | July 25, 2008 | ||
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Director | July 25, 2008 | ||
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Director | July 25, 2008 |
Signature | Title | Date | ||
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Director | July 25, 2008 | ||
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Director | July 25, 2008 |
By: | /s/ Robert S. Cubbin | |||
Robert S. Cubbin |
Exhibit | ||||
Number | Description | |||
5.1 | Opinion of Howard & Howard Attorneys, P.C. regarding the validity of Meadowbrook Insurance
Group, Inc. common stock to be issued in the merger. |
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23.1 | Consent of Ernst & Young LLP. |
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23.2 | Consent of KPMG LLP. |
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23.3 | Consent of Howard & Howard Attorneys, P.C. (included in Exhibit 5.1). |
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23.4 | Consent of Bodman LLP. |
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23.5 | Consent of Baker & Hostetler LLP. |
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23.6 | Consent of Friedman, Billings, Ramsey & Co., Inc. |
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24.1 |
This ‘S-4MEF’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 7/25/08 | |||
5/28/08 | ||||
5/27/08 | S-4/A | |||
4/11/08 | S-4 | |||
2/20/08 | 8-K | |||
List all Filings |