Registration of Securities Pursuant to Dividend or Interest Reinvestment Plan — Form S-3 Filing Table of Contents
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S-3D — Registration of Securities Pursuant to Dividend or Interest Reinvestment Plan Document Table of Contents
Michigan (State or other jurisdiction
of
incorporation or organization)
26255 American Drive,
Southfield,
MI
48034-5178
(248) 358-1100 (Address, including
zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Michael G. Costello
Senior Vice President, General Counsel and Secretary
Meadowbrook Insurance Group, Inc.
26255 American Drive Southfield, MI48034-5178
(248) 358-1100 (Name, address, including
zip code, and telephone
number, including area code, of agent for service)
Copies to Timothy E. Kraepel
Howard and Howard Attorneys, P.C.
39400 Woodward Avenue, Suite 101 Bloomfield Hills, MI48304-5151
(248) 645-1483
Approximate date of commencement of proposed sale to the
public: From time to time after this Registration
Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box: þ
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act, other than securities
offered only in connection with dividend or interest
reinvestment plans check the following
box: o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. o
If this form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I. D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,”“accelerated
filer” and “smaller reporting company” in Rule
12b-2 of the
Exchange Act. (Check one):
Large
accelerated
filer o
Accelerated
filer þ
Non-accelerated
filer o
Smaller reporting
company o
(Do not check if a smaller
reporting company)
CALCULATION
OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Amount of
Title of Each Class of
Amount to be
Offering
Aggregate
Registration
Securities to be Registered
Registered
Price per Share(1)
Offering Price(1)
Fee
Common Stock ($.01 par value)(2)
500,000 shares
$
4.23
$
2,115,000
$
83.12
(1)
Estimated solely for the purpose of
calculating the registration fee in accordance with
Rule 457(c) under the Securities Act of 1933, as amended,
based on $4.23, the average of the high and low prices of the
common stock on the New York Stock Exchange on November 21,2008.
(2)
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.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its
effectiveness until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
500,000
SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
MEADOWBROOK
INSURANCE GROUP, INC.
SHAREHOLDER INVESTMENT PLAN
Meadowbrook Insurance Group, Inc., a Michigan corporation
(“We,”“Our,” or “Us”) hereby
offers participation in our Meadowbrook Insurance Group, Inc.
Shareholder Investment Plan (the “Plan”). The Plan
provides investors with a convenient method of investing cash
dividends and making optional cash investments to purchase
shares of our common stock, par value $.01 per share (the
“Common Stock”), without payment of any brokerage
commission or service charge.
Investors electing to participate in the Plan may:
•
Acquire additional shares of Common Stock automatically by
reinvesting cash dividends in additional shares of Common Stock.
•
Existing holders of Common Stock, may make optional cash
payments at any time of at least $25 for any single investment,
up to a maximum of $50,000 per calendar year.
•
Deposit certificates representing Common Stock into the Plan for
safekeeping.
•
Receive, upon request, certificates for whole shares of Common
Stock credited to Plan accounts.
•
Sell shares of Common Stock credited to Plan accounts through
the Plan.
Shares of Common Stock will be purchased under the Plan, at our
option, from newly issued shares or shares purchased in the open
market. All purchases will be done through The Bank of New York
Mellon (the “Administrator”). Our Common Stock is
listed on the New York Stock Exchange (“NYSE”) under
the symbol “MIG.” The closing price of our Common
Stock on November 24, 2008 was $5.23.
The purchase price of newly issued shares of Common Stock
purchased under the Plan for an Investment Date (as hereinafter
defined) will be the closing price on the NYSE on the Investment
Date, or, if that date is not a trading day, the trading day
immediately preceding that day. The price of shares of Common
Stock purchased in the open market will be the average cost of
all shares purchased by The Bank of New York Mellon’s
broker in relation to the applicable Investment Date. To fulfill
Plan requirements, shares of Common Stock may be purchased in
the open market or in privately negotiated transactions, or from
us. At present, it is expected that such shares will be
purchased in the open market. The price of any shares purchased
in the open market will be the weighted average price per share
of all shares purchased (excluding trading fees and any other
costs of purchase), which are paid by us with respect to the
relevant Investment Date. The price of any shares purchased from
us will be the closing price of Common Stock as reported on the
NYSE consolidated tape on the relevant Investment Date.
Shareholders who elect not to participate will continue to
receive cash dividends, as declared, in the usual manner. The
terms of this Prospectus apply to dividends reinvested and
optional payments made on or after, November 26, 2008. This
Prospectus replaces and supersedes the Prospectus dated
May 12, 1997. This Prospectus sets forth the provisions of
the Plan and, therefore, this Prospectus should be retained by
participants in the Plan (“Participants”) for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and are required to file annual, quarterly, and
other reports, proxy statements and other information with the
Securities and Exchange Commission (the “SEC”). Our
Internet address is www.meadowbrook.com. There we make
available, free of charge, our annual report on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
statements of beneficial ownership (Forms 3, 4, and 5), and
any amendments to those reports, as soon as reasonably
practicable after we electronically file such material with, or
furnish to, the United States Securities and Exchange Commission
(“SEC”). You may read and copy materials we file with
the SEC at the SEC’s Public Reference Room at
101 F Street, NE, Washington D.C., 20549. You may
obtain information about the operation of the Public Reference
Room by calling the SEC at
1-800-SEC-0330.
In addition, the SEC maintains an internet site that contains
reports, proxy statements, and other information that we file at
www.sec.gov. Our SEC reports can also be accessed through the
Investor Relations section of our website. The information found
on our website is not part of this or any other report we file
with, or furnished to the SEC.
The SEC allows us to “incorporate by reference” the
information we file with them. This means that we may disclose
information to you by referring you to other documents we have
filed with the SEC. The information that we incorporate by
reference is considered to be part of this prospectus. In
addition, information that we file with the SEC after the date
of this prospectus will automatically update and supersede the
information in this prospectus.
We incorporate by reference in this prospectus all the documents
listed below and any filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus and before all the shares of
common stock offered by this prospectus have been sold or
de-registered:
•
the annual report on
Form 10-K
for the fiscal year ended December 31, 2007;
•
the proxy statement in connection with the 2008 Annual Meeting
of Shareholders;
the description of our common stock contained in a registration
statement on
Form 8-A
dated September 14, 1995 filed under the Exchange Act and
any amendments or reports filed with the SEC for the purpose of
updating such description; and
•
the description of our preferred share purchase rights contained
in a registration statement on
Form 8-A
dated October 12, 1999 filed under the Exchange Act and any
amendments or reports filed with the SEC for the purpose of
updating such description.
You may send a written request or call us to obtain without
charge a copy of the documents incorporated by reference in this
prospectus. We will not send exhibits to these documents unless
we specifically incorporated the exhibits by reference in this
prospectus. Make your request by calling or writing to:
Holly
Moltane
Director of External Financial Reporting
Meadowbrook Insurance Group, Inc.
26255 American Drive
Southfield, Michigan
48034-5178
(248) 204-8590 hmoltane@meadowbrook.com
You should rely only on the information that we have provided or
incorporated by reference in this prospectus. We have not
authorized anyone else to provide you with different
information. You should assume that the information in this
prospectus, as well as information we previously filed with the
SEC and incorporated by reference, is accurate only as of the
date on the front cover of this prospectus. Our business,
financial condition, results of operations and prospects may
have changed since then.
We are a Michigan corporation, which was originally incorporated
in 1985 under the name Star Holding Company. In November 1995,
we changed our name and acquired Meadowbrook, Inc.
(“Meadowbrook”). Meadowbrook was founded in 1955 as
the Meadowbrook Insurance Agency and was subsequently
incorporated in Michigan in 1965. Our principal offices are at
26255 American Drive, Southfield, Michigan48034, telephone
(800) 482-2726.
We serve as a holding company for our wholly owned subsidiary
Star Insurance Company (“Star”), and Star’s
wholly owned subsidiaries, Savers Property and Casualty
Insurance Company, Williamsburg National Insurance Company, and
Ameritrust Insurance Corporation. We also serve as a holding
company for Meadowbrook, Inc., Crest Financial Corporation, and
their respective subsidiaries. As a result of the recent merger
described below, we also serve as a holding company for our
wholly owned subsidiary ProCentury Corporation
(“ProCentury”) and its wholly owned subsidiaries.
ProCentury’s wholly owned subsidiaries consist of Century
Surety Company and its wholly owned subsidiary ProCentury
Insurance Company (“PIC”). In addition, ProCentury
Risk Partners Insurance Co. (“ProRisk”) is a wholly
owned subsidiary of ProCentury. Star, Savers, Williamsburg,
Ameritrust, Century, and PIC are collectively referred to as our
Insurance Company Subsidiaries.
Significant
Acquisitions
•
In July 2008, we completed a merger with ProCentury Corporation
(“ProCentury”) for a total purchase price of
approximately $227.2 million. ProCentury is a specialty
insurance company, which primarily underwrites general
liability, commercial property, commercial multi-peril,
commercial auto, surety, and marine insurance in the excess and
surplus lines market through a select group of general agents.
The excess and surplus lines market provides an alternative
market for customers with hard-to-place risks that insurance
companies licensed by the state in which the insurance policy is
sold, also referred to as standard insurers or admitted
insurers, typically do not cover.
•
In April 2007, we acquired the business of U.S. Specialty
Underwriters, Inc. (“USSU”). USSU is a specialty
program manager that produces fee-based income by underwriting
excess workers’ compensation coverage for Star and other
unaffiliated insurance companies.
•
In November 2005, we acquired Insurance & Benefit
Consultants (“IBC”) of Sarasota, Florida. IBC is a
retail agency which produces group and individual health
products, as well as property and casualty business primarily in
the state of Florida.
•
In August 1999, we acquired the assets of TPA Associates, Inc.
and all the outstanding stock of TPA Insurance Agency, Inc.
(collectively, “TPA”). TPA is a program-oriented risk
management company that provides risk management services to
self-insured clients, manages alternative risk management
programs, and performs underwriting, policy issuance and loss
control services for an unaffiliated insurance company.
•
In July 1998, we acquired Florida Preferred Administrators, Inc.
(“Florida Preferred”), a third party administrator,
and Ameritrust Insurance Corporation (“Ameritrust”),
which is now a wholly owned subsidiary of Star. Florida
Preferred provides a broad range of risk management services for
Ameritrust and third parties.
In July 1997, we acquired Crest Financial Corporation
(“Crest”), a California-based holding company, for
Williamsburg National Insurance Company
(“Williamsburg”). Crest provides risk management
services primarily to Williamsburg. On December 31, 1999,
Williamsburg became a wholly owned subsidiary of Star.
•
In July 1990, we acquired Savers Property and Casualty Insurance
Company.
Investing in our securities involves risk. Please see the risk
factors described in our filings with the Securities and
Exchange Commission, including those contained in our Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2007 which are
incorporated by reference in this prospectus. Before making an
investment decision, you should carefully consider these risks
as well as other information contained or incorporated by
reference in this prospectus. The risks and uncertainties
described are those presently known to us. Additional risks and
uncertainties not presently known to us or that we currently
deem immaterial may also impair our business operations, our
financial results and the value of our securities. There may be
risks that you view in a different way than we do, and we may
omit a risk that we consider immaterial, but you consider
important. If any of the described risks occur, our business,
financial condition or results of operations could be materially
harmed. In that case, the value or trading price of the
securities registered herein could decline, and you may lose all
or part of your investment.
We have included, in the documents incorporated by reference in
this Prospectus, statements containing “forward-looking
information,” as defined by the Private Securities
Litigation Reform Act of 1995. We have used the words
“anticipate,”“intend,”“may,”“expect,”“believe,”“plan,”“will,”“estimate,”“should” or
other comparable and similar expressions in this Prospectus and
in the documents incorporated by reference to identify such
forward-looking statements. Forward-looking information, by its
nature, involves estimates, projections, goals, forecasts,
assumptions, risks and uncertainties that could cause actual
results or outcomes to differ materially from those expressed in
a statement that contains forward-looking information. Any
statement containing forward-looking information speaks only as
of the date on which it is made, and, except to fulfill our
obligations under the U.S. securities laws, we undertake no
obligation to update any such statement to reflect events or
circumstances after the date on which it is made. Examples of
factors that can affect our expectations, beliefs, plans, goals,
objectives and future financial or other performance are
discussed under the heading “Company Risk Factors.”
All such factors are difficult to predict, contain uncertainties
that may materially affect actual results, and may be beyond our
control. It is not possible for our management to predict all of
such factors or to assess the effect of each such factor on our
business. New factors emerge from time to time, and may be found
in the future SEC filings incorporated by reference in this
Prospectus in the section captioned “Incorporation of
Certain Documents By Reference.”
Purpose: The purpose of the Meadowbrook Insurance Group,
Inc. Shareholder Investment Plan is to provide existing and
potential investors with an expense-free and convenient way to
purchase shares of Common Stock and to reinvest all or a portion
of the investors’ cash dividends from shares of ours into
additional shares of Common Stock.
A person participating in the Plan (a “Participant”)
may elect to have all, a portion or none of the cash dividends
automatically reinvested.
•
A Participant may invest additional funds in Common Stock
through optional cash investments of at least $25 for any single
investment up to $50,000 per calendar year.
•
A Participant will pay no trading fees or transaction fees for
shares purchased through the Plan.
•
A Participant may deposit Common Stock certificates, at no cost,
in the Plan for safekeeping and to facilitate the transfer or
sale of shares through the Plan in a convenient and efficient
manner.
•
A Participant’s funds are fully invested in Common Stock
through the purchase of whole shares and fractional shares.
•
A Participant may direct the Administrator to transfer, at no
cost, all or a portion of shares of Common Stock credited to the
Participant’s Plan Account (including those shares
deposited into the Plan for safekeeping).
•
A Participant may sell shares of Common Stock credited to the
Participant’s Account.
•
A Participant will receive a transaction advice after each
transaction.
Disadvantages:
•
A Participant has no control over the time or price at which
Common Stock is purchased or sold for the Participant’s
Account.
•
Optional investments must be received by the Administrator prior
to an Investment Date to be invested beginning on that
Investment Date. Otherwise, the investment will be held by the
Administrator and invested beginning on the next Investment Date.
•
No interest will be paid on funds held by the Administrator
pending investment under the Plan. Participants bear the market
risk associated with fluctuations in the price of Common Stock.
Administration:The Bank of New York Mellon (the
“Administrator”) will: administer the Plan; purchase
and hold on behalf of Participants shares of Common Stock
acquired under the Plan; keep records, send statements of
account activity to Participants; and perform other duties
related to the Plan.
Program
Fees and Minimum/Maximum Investments.
Minimum
and Maximum Investments:
•
The minimum for additional investments of existing shareholders
by check is $25.
•
The minimum for additional investments using the automatic
investment feature is $25.
•
Additional investments, including automatic investments, are
subject to a maximum annual limit of $50,000 per calendar year.
Custody Services/Certificate Safekeeping — No
Charge
•
Request for Certificates — No Charge
•
Automatic Deposit of Dividends — No Charge
Additional Investments — No Charge to
You. We pay your transaction processing fee and
applicable trading fees.
Automatic Investments — No Charge to
You. We pay your transaction processing fee and
applicable trading fees.
Reinvestment of Dividends — No Charge to
You. We pay your transaction processing fee and
applicable trading fees.
Sale of Shares — Each sale will entail a
transaction processing fee plus any applicable trading fee. Fees
will be deducted from the proceeds derived from the sale.
Contact the Administrator at
1-800-442-8134
for information regarding the current fee schedule.
All
Correspondence and Inquiries Concerning the Plan Should Be
Directed To the Administrator as Follows:
Internet
You can enroll, obtain information and perform certain
transactions on your account online via Investor ServiceDirect
(ISD). New investors establish a Personal Identification Number
(PIN) when setting up their account. For existing shareholders
to gain access, use the
12-digit
Investor Identification Number (IID) which can be found in
a bolded box on your check stub, statement or advice to
establish your PIN. In order to access your account through ISD,
you will be required to complete an account activation process.
This one-time authentication process will be used to validate
your identity in addition to your
12-digit IID
and self-assigned PIN.
Telephone Stockholder customer service, including sale of
shares, toll-free within the United States and Canada:
1-800-442-8134
International Telephone Inquiries: 1-201-680-6578 For the hearing impaired
(TDD): 1-800-231-5469
An automated voice response system is available 24 hours a
day, 7 days a week. Customer Service Representatives are
available from 9:00 a.m. to 7:00 p.m., Eastern Time,
Monday through Friday (except holidays).
In
Writing
You may also write to the Administrator at the following address:
The Bank of New York Mellon
c/o BNY
Mellon Shareowner Services
P.O. Box 358035
Pittsburgh, PA
15252-8035
Be sure to include your name, address, daytime phone number,
Investor ID and a reference to Meadowbrook Insurance Group, Inc.
on all correspondence.
Eligibility: Any person or entity who currently is
an existing shareholder of record of the Common Stock, is
eligible to participate in the Purchase Plan, provided that
(i) such person or entity fulfills the prerequisites for
participation described below and (ii) in the case of
citizens or residents of a country other than the United States,
its territories and possessions, participation would not violate
local laws applicable to us, the Plan and the Participant.
Enrollment: Record or registered holders of Common
Stock may join the Plan at any time after being furnished with a
copy of this Prospectus and completing an Enrollment Form.
Request for copies of Enrollment Forms, as well as copies of
other Plan forms and this Prospectus, should be made in writing
or by telephone to the Administrator’s address and
telephone number listed in “Administration” above.
Record holders of Common Stock should be sure to sign their
name(s) on the Enrollment Form exactly as they appear on their
Account.
Beneficial owners (i.e., shareholders whose shares are held in
nominee name by a bank or broker) must (i) become record
holders (i.e., shareholders who are registered on the books of
Meadowbrook Insurance Group, Inc. by having such shares
transferred into the shareholders’ names), or
(ii) make arrangements with the broker, bank or other
nominee to participate on the shareholders’ behalf.
Any person or entity will become a Participant only after
fulfilling the above prerequisites for participation and a
properly completed Enrollment Form has been received and
accepted by the Administrator. Requests for copies of Enrollment
Forms and this Prospectus should be made in writing or by
telephone to the Administrator’s address and telephone
numbers listed above.
Cost: Participants will not incur trading fee or
service charges for purchases made under the Plan. All costs of
administration of the Plan, including purchase of Plan shares,
will be paid by us. However, Participants whose shares are sold
by the Administrator must pay the sales fee, trading fee and
applicable taxes for those shares. The commission on any shares
purchased on the open market under the Plan will be reported as
a taxable item.
Optional Cash Investments: A Participant may make
optional cash investments at any time by delivering to the
Administrator (1) a completed optional cash investment stub
which is attached to each Participant’s statement or
Enrollment Form and (2) a personal check payable to
“BNY Mellon/Meadowbrook”. DO NOT SEND CASH. The method
of delivery of any cash investment is at the election and risk
of the Participant or interested investor and will be deemed
received when actually received by the Administrator. There is
no obligation to make any optional cash investment.
Cash investments not invested in Common Stock within
35 days of receipt (except where deferral is necessary
under applicable federal or state laws or regulations) will be
promptly returned to the Participant. All cash investments are
subject to collection by the Administrator of full face value in
U.S. funds and will be deemed received when actually
received by the Administrator.
Upon a Participant’s written request, a refund of any
optional cash investment, not already invested, will be made,
provided the request is received by the Administrator at least
two business days prior to the next Investment Date. However, no
refund of a check will be made until the funds from such
instruments have been collected by the Administrator.
Automatic Investment: Automatic investment enables
you to pre-authorize the Administrator to electronically debit
your checking or savings account (with a U.S. financial
institution) each month to purchase additional shares. This
feature permits you to make regular investments, if you choose,
in an amount and schedule that are comfortable for you, without
the inconvenience of writing and mailing checks.
To initiate automatic investments, you must complete and sign an
Enrollment Form for Automatic Deductions and return it to the
Administrator. Enrollment forms will become effective as
promptly as practicable; however, you should allow four to six
weeks for your first investment to be initiated.
Once automatic deductions have begun, funds will be withdrawn
from your bank account on the 15th of each month, or the
next business day if the 15th is not a business day, and
will normally be invested within five business days.
Dividend
Options.
Cash Dividends. You may receive all your dividends
in cash. A check for the full dividend amount will be mailed to
you. In lieu of receiving a dividend check, you may authorize
the Administrator to electronically credit your checking or
savings account on the dividend payment date.
Dividend Reinvestment. You can reinvest all or part
of your dividends in additional shares of Common Stock, by
notifying the Administrator in writing or using an Enrollment
Form obtainable from the Administrator. You can change your
dividend option at any time.
(Note: Participants may elect to receive dividends on any
number of full shares in cash. Remaining dividends are invested
in additional shares.)
Dividend payments will be reinvested in Common Stock promptly
following receipt by the Administrator, but no later than
30 days after receipt (except where deferral is necessary
under applicable federal or state laws or regulations).
The Administrator will deposit all funds (dividends and cash
investments) promptly following receipt in an account maintained
at BNY Mellon Shareowner Services, an affiliate of The Bank of
New York Mellon.
Investment Dates: An “Investment Date”
will occur at least once each week. Optional cash investments
will be invested in Common Stock beginning on the first
Investment Date following receipt by the Administrator;
provided, that such investment must be received by the
Administrator no later than two business days prior to an
Investment Date to be invested beginning on that Investment
Date. Otherwise, the investment may be held by the Administrator
and invested beginning on the next Investment Date. No interest
will be paid on funds held by the Administrator pending
investment. Dividend and voting rights will commence upon
settlement, which is ordinarily three business days after
purchase.
Changing Plan Options and Withdrawals: A Participant
may change investment options or withdraw some or all of the
Common Stock credited to the Participant’s Account at any
time by delivering instructions to the Administrator, over the
Internet, by telephone or in writing. To be effective with
respect to a particular cash dividend, any instructions to
change investment options must be received by the Administrator
on or before the record date relating to such cash dividend
payment.
Transferring Plan Shares: If a Participant wishes to
change the ownership of all or part of the Participant’s
Plan shares through gift, private sale or otherwise, the
Participant may do so by delivering to the Administrator a
written request. The transfer will be done as soon as
practicable following the Administrator’s receipt of the
required documentation, subject to the provisions of receipt on
or before the record date relating to cash dividend payment. No
fractional shares of Common Stock credited to a
Participant’s Account may be transferred unless the
Participant’s entire Account is transferred. Request for
Account transfers are subject to the same requirements as for
the transfer of securities, including the requirement of receipt
by the Administrator of a properly executed stock assignment
with a guarantee of signatures.
Shares transferred will continue to be held by the Administrator
under the Plan. An Account will be opened in the name of the
transferee, if the transferee is not already a Participant, and
such transferee will automatically be enrolled in the Plan. All
dividends on shares transferred to the transferee’s Plan
Account will be reinvested unless otherwise directed by the
transferee.
Transferees will be sent a statement showing the transfer of
such shares into the transferees’ Accounts. The transferor
may request from the Administrator a non-negotiable gift
certificate which may be presented to the transferee.
Direct Deposit of Dividends Not Reinvested: A
Participant who elects not to reinvest all cash dividends on
shares of Common Stock may receive such non-reinvested cash
dividends by electronic deposit to the Participant’s
pre-designated bank, savings, or credit union account. To
receive a direct deposit of funds, a Participant may enroll
on-line, or complete and sign an Enrollment Form and return it
to the Administrator. Direct deposit will become effective as
promptly as practicable after receipt of a completed Enrollment
Form. Changes in designated direct deposit accounts may be made
on-line or by delivering a completed Enrollment Form to the
Administrator. Cash dividends on shares of Common Stock not
designated for reinvestment and not directly deposited will be
paid by check on the applicable Dividend Payment Date.
Purchase of Shares: Shares of Common Stock purchased
for Participants under the Plan will be either newly issued
shares or, at our option, shares of Common Stock purchased in
the open market by the Administrator’s broker. As of the
date of this Prospectus, shares of Common Stock purchased for
Participants under the Plan will be purchased in the open
market. We may not change our determination that Common Stock
will be purchased for Participants from us or on the open market
more than once in any three-month period. Furthermore, at any
time that shares of Common Stock are purchased for Participants
under the Plan in the open market, we will not exercise our
right to change the source of purchases of shares of Common
Stock absent a determination by our Board of Directors that our
need to raise equity capital has changed or there is another
valid reason for the change. Purchases of shares of Common Stock
from us will be made on the relevant Investment Date at the
closing price on the NYSE on the Investment Date or, if that day
is not a trading day, the trading day immediately preceding that
day.
Purchases in the open market may begin on the relevant
Investment Date and should be completed no more than five days
after that Investment Date. The price of any shares of Common
Stock purchased in the open market for Participants will be the
weighted average purchase price per share of the aggregate
number of shares purchased for the Plan for the relevant
Investment Date. Neither we nor any participant will exercise
any direct or indirect control or influence over the times when
or prices at which Common Stock may be purchased for the Plan,
the amounts of shares to be purchased, the market on which the
shares are to be purchased or sold, the manner of purchase or
sale or the selection of a broker-dealer through which purchases
for the Plan may be executed.
Participant’s funds will be commingled with those of other
participants for the purpose of executing purchases for shares
under the Plan with respect to the same Investment Date. The
number of shares (including any fraction of a share rounded to
three decimal places) of Common Stock credited to the Account of
a Participant for a particular Investment Date will be
determined by dividing the total amount of cash dividends,
optional cash investments
and/or
initial cash investments to be invested for such Participant on
such Investment Date by the relevant purchase price per share.
Certificates for Shares: All shares purchased on
behalf of a Participant through the Plan will be held by the
Plan. A Participant can, however, at any time and without
charge, obtain a certificate for all or part of the whole shares
of Common Stock credited to the Participant’s Plan account
by making a request on-line, by telephone or in writing to the
Administrator. No certificates for fractional shares will be
issued.
Safekeeping Service: At the time of enrollment in
the Plan, or at any later time, Participants may use the
Plan’s “Share Safekeeping Service” to deposit any
Common Stock certificates in their possession with the
Administrator. Shares deposited will be transferred into the
name of the Administrator or its nominee and credited to the
Participant’s account under the Plan. Thereafter, such
shares will be treated in the same manner as shares purchased
through the Plan. By using the Plan’s Share Safekeeping
Service, Participants no longer bear the risk associated with
loss, theft or destruction of stock certificates. Also, because
shares deposited with the Administrator are treated in the same
manner as shares purchased through the Plan, they may be
transferred or sold through the Plan in a convenient and
efficient manner.
Insured Certificate Mailings: To insure against loss
resulting from mailing stock certificates to the Administrator,
the Administrator provides mail insurance free of charge for
certificates valued at up to $25,000.
If you own our common stock in certificate form, you may deposit
your certificates for those shares free of charge with the
Administrator. The Administrator will provide mail loss
insurance coverage for certificates with a value not exceeding
$25,000 in one shipping package via USPS registered mail or
traceable delivery service to: The Bank of New York Mellon,
c/o BNY
Mellon Shareowner Services, 480 Washington Blvd., Jersey City,
NJ07310.
Insurance covers the replacement of shares of stock, but does
not protect against any loss resulting from fluctuations in the
value of such shares from the time the individual mails the
certificates until such time as replacement can be effected.
Selling Shares: You may sell shares held through the
Plan in most cases by calling the Administrator at
1-800-442-8134
or on the internet by logging on to your account at
www.bnymellon.com/shareowner/isd. If you prefer, mail
your request using one of the transaction forms provided with
each statement and transaction advice. Certificated shares can
be deposited in your Plan account and subsequently sold through
the Plan.
The Administrator will make every effort to process your order,
subject to market conditions and other factors, generally within
24 hours of receipt of your request. The proceeds of the
sale, less applicable sales fees, will be sent to you on
settlement date, which is three business days after your shares
have been sold.
You have full control of your Plan shares and can transfer or
dispose of them at any time. You may choose to sell shares held
for you by the Administrator through a broker of your choice, in
which case you would have to request that the Administrator
electronically transfer your shares to your broker. Or, you may
request a certificate for your shares from the Administrator for
delivery to your broker prior to settlement of such sale. If you
choose to do so, just call or write the Administrator. A
certificate will be issued and mailed to you, or your broker (if
you request), within two business days of the
Administrator’s receipt of your request.
Reports to Participants: Each Participant will
receive a quarterly statement showing any dividends reinvested
as well as all transactions for the Participant’s Account
during the current calendar year. Statements will also be
provided whenever the Participant has made an optional cash
investment, deposited, transferred, or withdrawn shares of
Common Stock or had cash dividend payments reinvested in Common
Stock. The Administrator will also
send each Participant a statement promptly after the sale of any
Common Stock under the Plan. Participants should retain these
statements in order to establish the cost basis, for tax
purposes, for shares of Common Stock acquired under the Plan.
Participants will receive copies of all communications sent to
holders of Common Stock. This may include quarterly reports,
annual reports, proxy material, consent solicitation material
and Internal Revenue Service information, if appropriate, for
reporting dividend income. All notices, statements and other
communications from the Administrator to Participants will be
addressed to the latest address of record; therefore, it is
important that Participants promptly notify the Administrator in
writing of any change of address.
Stock Dividend or Stock Split: Any stock dividends
or split shares of Common Stock distributed by us on Plan shares
will be credited pro rata to each Participant’s account in
the same manner as shareholders who are not Plan Participants.
Voting Rights: Prior to each shareholder meeting,
each Participant will be mailed a proxy representing the shares
of Common Stock held in the Participant’s Plan account
combined with any other shares of Common Stock registered in the
Participant’s name on the record date for such meeting.
Shares of Common Stock credited to a Participant’s account
will not be voted unless the Participant provides voting
instructions for such shares. All shares of Common Stock held in
a Participant’s account will be entitled to one vote per
share.
Termination of Participation by a Participant: A
Participant may at any time terminate participation in the Plan
over the Internet, by telephone or providing written notice to
the Administrator. Unless a Participant requests that the shares
held in the Participant’s account be sold, the
Administrator will continue to hold your shares in book-entry
form. However, a Participant may request a stock certificate for
the number of whole shares in the Participant’s account and
a check to the Participant equal to the current market value of
any fractional shares in the Participant’s account, less
any applicable sales fees.
If a notice to terminate an account with dividend reinvestment
instructions is received by the Administrator on or after the
record date for a dividend payment, such notice to terminate
will not become effective until such dividend has been
reinvested and the shares purchased are credited to the
Participant’s account.
If a Participant disposes of all whole shares of Common Stock
credited to the Participant’s Plan account and registered
in the Participant’s name, the Participant may no longer be
eligible to participate in the Plan and a check equal to the
current market value may be issued for the fractional share,
less any service fees, trading fees or any other costs of sale
(and any applicable transfer or withholding taxes).
Federal Income Tax Consequences: The amount of cash
dividends paid to a Participant is considered taxable income,
even though reinvested through the Plan. Trading fees paid by us
for a Participant will also be included as dividend income, for
tax purposes, and the amount is to be added to the cost basis of
the shares purchased through the Plan. The information return
sent to a Participant and the Internal Revenue Service
(“IRS”) at year-end will show as dividend income the
amount of dividends reinvested through the Plan, as well as the
amount of any trading fees.
A Participant will not realize any taxable income when the
Participant receives certificates for whole shares credited to
the Participant’s Account. Gain or loss will be recognized
by the Participant when the Participant sells such whole shares
and will be recognized by a Participant when a fractional share
credited to the Participant’s Account is sold pursuant to
the terms of the Plan. The sale of any whole or fractional
shares through the Plan will be reported to the IRS and a
Participant on
Form 1099-B.
A Participant should consult with the Participant’s
personal tax advisor for advice applicable to the
Participant’s particular situation.
Suspension, Modification or Termination of Plan: We
may suspend, modify or terminate the Plan at any time, in whole,
in part or in respect of Participants in one or more
jurisdictions, without the approval of Participants. Notice of
such suspension, modification or termination will be sent to all
affected Participants, who will in all events have the right to
withdraw from participation. Upon any whole or partial
termination of the Plan by us, the Administrator will either
continue to hold your shares in book-entry form or each affected
Participant will receive (i) a certificate for all of the
whole shares of Common Stock credited to the Participant’s
Account, (ii) any unreinvested dividends or cash
investments credited to the Participant’s Account, and
(iii) a check for the cash value of any fractional shares
of Common Stock credited to the Participant’s Account. Such
fractional shares will be valued at the then current market
value, less any service fee, any trading fees and any other
costs of sale.
In the event we terminate the Plan for the purpose of
establishing another stock purchase
and/or
dividend reinvestment plan, Participants will be automatically
enrolled in such other plan and shares credited to the
Participant’s Plan Accounts will be credited automatically
to such other plans, unless notice to the contrary is received
by the Administrator.
We also reserve the right to terminate any Participant’s
participation in the Plan at any time for any reason upon
written notice to the Participant at the address appearing on
the Administrator’s records.
Plan Inquiries: All inquiries concerning the Plan
should be directed to the Administrator. A Participant should
include in all correspondence the Participant’s shareholder
account number, Investor Identification Number, and a telephone
number where the Participant may be contacted during normal
working hours to facilitate a prompt response.
Limitation of Liability: Neither we nor the
Administrator will be liable for any act done in good faith or
for the good faith omission to act in connection with the Plan,
including, without limitation, any claim of liability arising
out of failure to terminate a Participant’s Account upon
such Participant’s death prior to receipt of notice in
writing of such death, or with respect to the prices at which
shares of Common Stock are purchased or sold for the
Participant’s Account and the times when such purchases and
sales are made, or with respect to any loss or fluctuation in
the market value after the purchase or sale of such shares.
Furthermore, if it appears to us that any Participant is using
or contemplating the use of the optional cash payment investment
mechanism in a manner or with the effect that, in the sole
judgment and discretion of ours, is not in the best interests of
ours or our shareowners, then we may decline to issue all or any
portion of the shares of Common Stock for which any optional
cash payment by or on behalf of such Participants is tendered.
Such optional cash payment (or the portion thereof not to be
invested in shares of Common Stock) will be returned by us as
promptly as practicable, without interest.
Participants should recognize that we cannot assure them of a
profit or protect them against a loss on the shares purchased by
them under the Plan.
Although we currently intend to continue the payment of
quarterly dividends on the Common Stock, the payment of
dividends will depend upon our future earnings, financial
condition, or any other factors.
Interpretation and Regulation of Plan: Our officers
are authorized to take such actions as may be consistent with
the Plan’s terms and conditions. We reserve the right to
interpret and regulate the Plan as we deem desirable or
necessary in connection with the Plan’s operations.
If newly issued shares of Common Stock are purchased under the
Plan, the proceeds from such sales will be used for general
corporate purposes, including, without limitation, the
redemption, repayment or retirement of any outstanding
indebtedness or the advance or contribution of funds to one or
more of our subsidiaries to be used for general corporate
purposes or to increase capital. We are unable to estimate the
amount of proceeds from the purchase of such shares of Common
Stock by the Plan which may occur. We will not receive any
proceeds when shares of Common Stock are purchased under the
Plan in the open market.
The Common Stock being offered hereby is offered pursuant to the
Plan, the terms of which provide for the purchase of shares of
Common Stock, either newly issued shares or on the open market
through the Administrator. As of the date of this Prospectus,
shares of Common Stock purchased for Participants under the Plan
are purchased on the open market. The Plan provides that we may
not change its determination regarding the source of purchases
of shares under the Plan more than once in any three month
period. The primary consideration in determining the source of
shares of Common Stock to be used for purchases under the Plan
is expected to be our need to increase equity capital. If we do
not need to raise funds externally or if financing needs are
satisfied using non-equity sources of funds to maintain our
targeted capital structure, shares of Common Stock purchased for
Participants under the Plan will be purchased on the open
market, subject to the aforementioned limitation on changing the
source of shares of Common Stock.
We will pay all trading fees incurred on purchases of shares of
Common Stock, administrative costs, and expenses associated with
the Plan. Participants will bear the cost of trading fees
related to sales of shares of Common Stock made in the open
market.
Our authorized capital stock consists of 75,000,000 shares
of common stock and 1,000,000 shares of preferred stock. As
of November 24, 2008, there were 57,641,989 shares of
common stock issued and outstanding. We have not issued any
shares of preferred stock.
Michigan law allows our board of directors to issue additional
shares of stock up to the total amount of common stock and
preferred stock authorized without obtaining the prior approval
of the shareholders. Shareholder approval may be required for
certain issuances of common stock or preferred stock pursuant to
the rules of the New York Stock Exchange.
Preferred
Stock
Our board of directors is authorized to issue preferred stock,
in one or more series, from time to time, with the voting
powers, full or limited, or without voting powers, and with the
designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or
restrictions thereof, as may be provided in the resolution or
resolutions adopted by the board of directors. The authority of
the board of directors includes, but is not limited to, the
determination or fixing of the following with respect to shares
of the class or any series:
•
the number of shares and designation of the series;
the dividend rate and whether dividends are to be cumulative;
•
whether shares are to be redeemable, and, if so, at what time
and at what price;
•
the rights to which the holders of shares shall be entitled, and
the preferences, if any, over any other series;
•
whether the shares shall be convertible into or exchangeable for
shares of any other class or of any other series of any class of
capital stock and the terms and conditions of the conversion or
exchange;
•
the voting powers, full or limited, if any of the shares;
•
whether the issuance of any additional shares, or of any shares
of any other series, shall be subject to restrictions as to
issuance, or as to the powers, preferences or rights of any the
other series; and
•
any other preferences, privileges and powers and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions.
Common
Stock
Dividend
Rights
Subject to any prior rights of any holders of preferred stock
then outstanding, the holders of the common stock are entitled
to dividends when, as and if declared by our board of directors
out of our funds legally available for the payment of dividends.
Under Michigan law, dividends may be legally declared or paid
only if after the distribution a company can pay its debts as
they come due in the usual course of business and the
company’s total assets equal or exceed the sum of its
liabilities plus the amount that would be needed to satisfy the
preferential rights upon dissolution of any holders of preferred
stock then outstanding whose preferential rights are superior to
those receiving the distribution.
Funds for the payment of dividends are expected to be obtained
primarily from dividends of our subsidiaries. We cannot assure
you that we will have funds available for dividends or that if
funds are available, that dividends will be declared by our
board of directors.
Voting
Rights
Subject to the rights, if any, of holders of shares of preferred
stock then outstanding, all voting rights are vested in the
holders of shares of common stock. Each share of common stock
entitles the holder thereof to one vote on all matters,
including the election of directors. Our shareholders do not
have cumulative voting rights.
Preemptive
Rights
Holders of our common stock do not have preemptive rights.
Liquidation
Rights
Subject to any rights of any preferred stock then outstanding,
holders of common stock would be entitled to share on a pro rata
basis in our net assets which remain after satisfaction of all
liabilities.
The following provisions of our articles of incorporation may
delay, defer, prevent, or make it more difficult for a person to
acquire us or to change control of our board of directors,
thereby reducing our vulnerability to an unsolicited takeover
attempt.
Classification
of the Board of Directors
Our articles of incorporation provide for the board of directors
to be divided into three classes with staggered terms; each
class to be as nearly equal in number as possible. Each director
is elected for a three year term. Approximately one-third of the
board of directors positions are filled by a shareholder vote
each year. Any vacancies in the board of directors, or newly
created director positions, may be filled by vote of the
directors then in office.
Removal
of Directors
Michigan law provides that, unless the articles of incorporation
otherwise provide, shareholders may remove a director or the
entire board of directors with or without cause. Our articles of
incorporation provide that a director may be removed with cause
by the affirmative vote of the holders of a majority of the
voting power of all the shares of the Company entitled to vote
in the election of directors or without cause by the affirmative
vote of the holders of 80% of all the shares of the Company
entitled to vote in the election of directors.
Filling
Vacancies on the Board of Directors
Our articles of incorporation provide that a new director chosen
to fill a vacancy on the board of directors will serve for the
remainder of the full term of the class in which the vacancy
occurred.
Shareholder
Action
Our shareholders may require that the board of directors call a
special meeting upon the written request of the holders of a
majority of all the shares entitled to vote at the meeting.
Michigan law permits shareholders holding 10% or more of all of
the shares entitled to vote at a meeting to request the Circuit
Court of the County in which the Company’s principal place
of business or registered office is located to order a special
meeting of shareholders for good cause shown.
Increased
Shareholders Vote for Alteration, Amendment or Repeal of Article
Provisions
Our articles of incorporation require the affirmative vote of
the holders of at least 80% percent of the voting stock of the
Company entitled to vote generally in the election of directors
for the alteration, amendment or repeal of, or the adoption of
any provision inconsistent with the above-described provisions
of our articles of incorporation concerning the election of
directors.
Anti-Takeover
Provisions
Michigan Fair Price Act. Certain provisions of the
Michigan Business Corporation Act establish a statutory scheme
similar to the supermajority and fair price provisions found in
many corporate charters (the “Fair Price Act”). The
Fair Price Act provides that a supermajority vote of 90% of the
shareholders and no less than two-thirds of the votes of
noninterested shareholders must approve a “business
combination.” The Fair Price Act defines a
“business combination” to encompass any merger,
consolidation, share exchange, sale of assets, stock issue,
liquidation, or reclassification of securities involving an
“interested shareholder” or certain
“affiliates.” An “interested shareholder” is
generally any person who owns 10% or more of the outstanding
voting shares of the company. An “affiliate” is a
person who directly or indirectly controls, is controlled by, or
is under common control with, a specified person.
The supermajority vote required by the Fair Price Act does not
apply to business combinations that satisfy certain conditions.
These conditions include, among others: (i) the purchase
price to be paid for the shares of the company in the business
combination must be at least equal to the highest of either
(a) the market value of the shares or (b) the highest
per share price paid by the interested shareholder within the
preceding two-year period or in the transaction in which the
shareholder became an interested shareholder, whichever is
higher; and (ii) once becoming an interested shareholder,
the person may not become the beneficial owner of any additional
shares of the company except as part of the transaction which
resulted in the interested shareholder becoming an interested
shareholder or by virtue of proportionate stock splits or stock
dividends.
The requirements of the Fair Price Act do not apply to business
combinations with an interested shareholder that the board of
directors has approved or exempted from the requirements of the
Fair Price Act by resolution prior to the time that the
interested shareholder first became an interested shareholder.
Control Share Act. The Michigan Business Corporation
Act regulates the acquisition of “control shares” of
large public Michigan corporations (the “Control Share
Act”). The Control Share Act establishes procedures
governing “control share acquisitions.” A control
share acquisition is defined as an acquisition of shares by an
acquirer which, when combined with other shares held by that
person or entity, would give the acquirer voting power, alone or
as part of a group, at or above any of the following thresholds:
20%,
331/3%,
or 50%. Under the Control Share Act, an acquirer may not vote
“control shares” unless the company’s
disinterested shareholders (defined to exclude the acquiring
person, officers of the target company, and directors of the
target company who are also employees of the company) vote to
confer voting rights on the control shares. The Control Share
Act does not affect the voting rights of shares owned by an
acquiring person prior to the control share acquisition.
The Control Share Act entitles corporations to redeem control
shares from the acquiring person under certain circumstances. In
other cases, the Control Share Act confers dissenters’
right upon all of the corporation’s shareholders except the
acquiring person.
Indemnification
of Directors and Officers
Our bylaws provide that we will indemnify our present and past
directors, officers, and other persons as the board of directors
may authorize, to the fullest extent permitted by law. The
bylaws provide that we will indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he or she is or was a director or officer, or while serving
as a director or officer, is or was serving at our request as a
director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, and pay or reimburse the reasonable expenses
incurred by him or her in connection with the action, suit or
proceeding. We have purchased directors’ and officers’
liability insurance for our directors and officers. Insofar as
indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers, or
persons controlling us pursuant to the foregoing provisions, we
have been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
The Michigan Business Corporation Act permits corporations to
limit the personal liability of their directors in certain
circumstances. Our articles of incorporation provide that a
director shall not be personally liable to us or our
shareholders for monetary damages for breach of the
director’s fiduciary duty. However, they do not eliminate
or limit the liability of a director for any breach of a duty,
act or omission for which the elimination or limitation of
liability is not permitted by the Michigan Business Corporation
Act, currently including, without limitation, the following:
(1) breach of the director’s duty of loyalty to us or
our shareholders; (2) acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of
law; (3) illegal loans, distributions of dividends or
assets, or stock purchases as described in Section 551(1)
of the Michigan Business Corporation Act; and
(4) transactions from which the director derived an
improper personal benefit.
Shareholder
Rights Plan
On September 15, 1999 we declared a dividend of one
preferred share purchase right (a “Right”) for each
outstanding share of common stock. Each right entitles the
registered holder to purchase from us one one-hundredth of a
share of Series A Preferred Stock at a price of $80.00 per
one one-hundredth of a share of preferred stock, subject to
adjustment. The Rights are not exercisable until the earlier to
occur of: (1) ten business days after the announcement by a
person or group that they have acquired beneficial ownership of
15% or more of the outstanding shares of common stock;
(2) ten business days following the commencement of, or an
announcement of an intention to make, a tender offer or exchange
offer which would result in the ownership by a person or group
of 15% or more of our common stock; or (3) ten business
days following the date on which a majority of our directors
informs us of the existence of a person or group described in
(1) or (2). Unless extended, the Rights will expire on
October 15, 2009.
Upon exercise, each Right entitles the holder to receive a
number of common shares equal to the result obtained by
(a) multiplying the $80.00 purchase price by (b) the
number of one one-hundredths of a preferred share for which a
Right is then exercisable; and dividing that product by
(c) 50% of the then current market price of our common
stock The effect of the triggering of the shareholder rights
plan would be to significantly dilute the ownership percentage
of any person as described in (1) through (3) above.
We may redeem the Rights at any time prior to the time that an
event described in (1) through (3) above occurs at a
price of $0.01 per Right.
Dividend
Policy
Our Board of Directors considers whether or a not a dividend
will be declared based on a variety of factors, including but
not limited to our cashflow, liquidity needs, results of
operations and financial condition. As a holding company, we are
dependent upon dividends and other permitted payments from our
subsidiaries to pay any cash dividend. Our regulated
subsidiaries’ ability to pay dividends to us is limited by
government regulations.
Transfer
Agent and Registrar
BNY Mellon Shareowner Services, P.O. Box 358035,
Pittsburgh, PA
15252-8035
is the transfer agent and registrar for our common stock. Its
telephone number is
1-800-442-8134.
Stock
Exchange Listing
Our common stock is listed on the New York Stock Exchange under
the symbol “MIG.”
The consolidated financial statements of Meadowbrook Insurance
Group, Inc. appearing in Meadowbrook Insurance Group,
Inc.’s Annual Report
(Form 10-K)
for the year ended December 31, 2007 (including schedules
appearing therein), have been audited by Ernst & Young
LLP, independent registered public accounting firm, as set forth
in their report thereon, and incorporated herein by reference.
Such financial statements are, and audited financial statements
to be included in subsequently filed documents will be,
incorporated herein in reliance upon the report of
Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given on the authority of
such firm as experts in accounting and auditing.
Certain legal matters in connection with the Common Stock
offered hereby have been passed upon by Howard &
Howard Attorneys, P.C., Bloomfield Hills, Michigan.
19
No person is authorized to give any information or to make
any representations other than those contained in the
prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized
by us. this prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the
securities offered by this prospectus or an offer to sell or a
solicitation of an offer to buy such securities in any
jurisdiction or to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction. Neither the
delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has
been no change in our affairs since the date hereof, or that the
information herein contained or incorporated by reference is
correct as of any time subsequent to the date hereof.
The following table sets forth an itemized statement of all
estimated expenses in connection with the issuance and
distribution of the securities being registered:
Registration Fees
$
83
Printing*
$
6,000
Legal Expenses*
$
5,000
Accounting Fees and Expenses*
$
15,000
NYSE Fees*
$
5,000
Miscellaneous*
$
1,000
TOTAL* :
$
32,083
*
Estimated
ITEM 15.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
The Michigan Business Corporation Act provides that, under
certain circumstances, directors, officers, employees and agents
of a Michigan corporation may be indemnified against expenses,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with settling, or
otherwise disposing of, suits or threatened suits to which they
are a party or threatened to be named a party by reason of
acting in any of such capacities if such person acted in a
manner such person believed in good faith to be in, or not
opposed to, the best interests of the corporation. The bylaws of
the Company provide for indemnification of officers and
directors to the fullest extent permitted by such Michigan law.
The Company’s Articles of Incorporation also limit the
potential personal monetary liability of the members of the
Company’s Board of Directors to the Company or its
stockholders for certain breaches of their duty of care or other
duties as a director. The Company maintains (i) director
and officer liability insurance that provides for
indemnification of the directors and officers of the Company and
of its subsidiaries, and (ii) company reimbursement
insurance that provides for indemnification of the Company and
its subsidiaries in those instances where the Company
and/or its
subsidiaries indemnified its directors and officers. The present
limits of liability for the director and officer liability
insurance and the company reimbursement insurance policies are
$30 million.
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs 1(i) and 1(ii)
and 1(iii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission
by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser, each prospectus
filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part
of and included in the registration statement as of the date it
is first used after effectiveness. Provided, however,
that no statement made in a registration statement or
prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the annual report
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to
Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Southfield, State of Michigan, on this 26th day of
November, 2008.
MEADOWBROOK INSURANCE GROUP, INC.
By:
/s/ Robert
S. Cubbin
Robert S. Cubbin
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Robert
S. Cubbin
Robert
S. Cubbin
President, Chief Executive Officer and Director
(Principal Executive Officer)
