Meadowbrook Insurance Group Inc – ‘8-A12B’ on 10/12/99

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Form 8-A                                               9     35K 
 2: EX-99.1     Rights Agreement                                      55    229K 

8-A12B   —   Form 8-A
Document Table of Contents

8-A12B
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 -------------------

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES AND EXCHANGE ACT OF 1934

 MEADOWBROOK INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)

       Michigan                                 38-2626206
(State of incorporation or organization)       (IRS Employer Identification No.)

26600 Telegraph Road
 Southfield, MI 48034-2438
(Address of principal executive offices)

 Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                               Name of each exchange on which
so registered                                     each class is to be registered
---------------                                   ------------------------------
Preferred Share Purchase Rights                   New York Stock Exchange       

If this form relates to the registration of a class of securities pursuant to   
Section 12(b) of the Exchange Act and is effective pursuant to General          
Instruction A.(c), check the following box.                                  |X|

If this form relates to the registration of a class of securities pursuant to   
Section 12(g) of the Exchange Act and is effective pursuant to General          
Instruction A.(d), check the following box.                                  |_|

 Securities Act registration statement file number to which this form relates:

 -----------------------
 (if applicable)

 Securities to be registered pursuant to Section 12(g) of the Act:

None
 ---------------------
(Title of Class)

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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.               

         Effective as of September 20, 1999, pursuant to a Rights Agreement (the
"Rights Agreement") between MEADOWBROOK INSURANCE GROUP, INC., a Michigan       
corporation (the "Company") and First Chicago Trust Company of New York, a New  
York corporation, as Rights Agent (the "Rights Agent"), the Company's Board of  
Directors (the "Board") declared a dividend of one right (a "Right") to purchase
one one-hundredth of a share of the Company's Series A Preferred Stock (the     
"Series A Preferred") for each outstanding share of Common Stock ("Common       
Shares") of the Company. The dividend is payable on October 15, 1999 (the       
"Record Date") to stockholders of record as of the close of business on that    
date. Each Right entitles the registered holder to purchase from the Company,   
upon the occurrence of a certain event or events as described below, one        
one-hundredth of a share of Series A Preferred at an exercise price of $80 (the 
"Purchase Price"), subject to adjustment. In addition, under certain            
circumstances described more fully herein, the Rights may become exercisable for
a number of Common Shares having a value equal to two times the Purchase Price  
and/or common stock of certain acquiring companies having a value equal to two  
times the Purchase Price. Moreover, under certain circumstances described more  
fully herein, each Right may be exchanged by the Board at an exchange rate of   
one share of Common Stock (or a fraction of a share of the Preferred Stock      
having equivalent market value) per Right. Under certain circumstances described
more fully herein, the Company may redeem the Rights in whole, but not in part, 
at a price of $.01 per Right.                                                   

 CERTAIN ANTI-TAKEOVER EFFECTS

       The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event of an 
unsolicited attempt by an acquiror to take over the Company in a manner or on   
terms not approved by the Board. Unsolicited takeover attempts frequently       
include coercive tactics designed to deprive the Board and the Company's        
stockholders of any real opportunity to determine the destiny of the Company.   

   The Rights have been declared by the Board in order to deter such
tactics, including a gradual accumulation in the open market of a 15% or greater
position to be followed by a merger or a partial or two-tier tender offer that  
does not treat all stockholders equally. These tactics can operate to unfairly  
pressure stockholders, force them out of their investment and deprive them of   
the full value of their shares in the Company.                                  

      The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights may be redeemed by the Company at $.01 per Right     
within ten days (or on such later date as may be determined by a majority of the
Continuing Directors (as defined in the Rights Agreement)) after the            
accumulation of 15% or more of the Company's Common Shares by a single acquiror 
or group. Accordingly, the Rights should not interfere with any merger or       
business combination approved by the Board.                                     

        However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board. The 
Rights may cause substantial dilution to a person or group that attempts to     
acquire the Company on terms or in a manner not approved by the Board, except   

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pursuant to an offer conditioned upon the negation, purchase or redemption of   
the Rights. As a result, while the Rights may provide the Board with leverage   
to obtain a higher price from a potential acquiror, they may also prevent or    
deter offers not approved by the Board, and therefore deprive stockholders,     
without providing them with the opportunity to vote thereon, of the benefits of 
offers which may be at a higher price than the current market price of the      
Company's Common Shares. In addition, assuming an active trading market in the  
Rights themselves does not develop, stockholders with lesser financial means    
might not be able to take full economic advantage of the Rights. Further, the   
implementation of a rights plan may heighten the susceptibility of the Company  
to greenmail by stockholders who threaten to acquire a sufficient equity        
position to pass the Rights' triggering threshold, although the Board can       
respond to any such action by redeeming the Rights at $.01 per Right.           

 Issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plans. The issuance of   
the Rights themselves has no dilutive effect, will not affect reported earnings 
per share, should not be taxable to the Company or to its stockholders, and will
not change the way in which the Company's Common Shares are presently traded.   
The Company's Board believes that the Rights represent a sound and reasonable   
means of addressing the complex issues of corporate policy created by the       
current takeover environment.                                                   

 RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES

         The Rights will not be exercisable until the Distribution Date (defined
below). Prior to the Distribution Date, certificates for the Rights ("Rights    
Certificates") will not be sent to stockholders and the Rights will attach to   
and trade only together with the Common Shares. Accordingly, Common Share       
certificates outstanding on the Record Date will evidence the Rights related    
thereto, and Common Share certificates issued after the Record Date but prior to
the Distribution Date will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption or expiration  
of the Rights), the surrender or transfer of any certificates for Common Shares,
even without notation or a copy of the Summary of Rights being attached thereto 
(but as to certificates representing Common Shares issued after the Record Date,
only if they bear the legend required by the Rights Agreement), will also       
constitute the transfer of the Rights associated with the Common Shares         
represented by such certificate.                                                

 DISTRIBUTION DATE

        Until the earlier to occur of (i) 10 business days (or such later date
as may be determined by a majority of the Continuing Directors following the    
date of public announcement by the Company or an Acquiring Person that any      
person or group of affiliated or associated persons have become an Acquiring    
Person, (ii) 10 business days (or such later date as may be determined by a     
majority of the Continuing Directors following the commencement of, or          
announcement of an intention to make, a tender offer or exchange offer the      
consummation of which would result in the beneficial ownership by a person or   
group of associated persons of 15% or more of the Company's outstanding Common  
Shares, or (iii) 10 business days (or such later date as may be determined by a 
majority of the continuing Directors) following the date on which a majority of 
the Continuing Directors, in good faith, informs the Company by written notice  
of the existence of an Acquiring Person (the earliest of such dates being called
the "Distribution Date"), the                                                   

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Rights will be evidenced, with respect to any of the Common Share certificates  
outstanding as of the Record Date, by such Common Share certificate with a copy 
of the Summary of Rights, as set forth in Exhibit C to the Rights Agreement,    
attached thereto.                                                               

      "Acquiring Person" shall mean any person who or which, together with
all affiliates and associates of such person is the Beneficial Owner of 15% or  
more of the Common Shares of the Company then outstanding, but shall not include
(i) the Company, any subsidiary of the Company, any employee benefit plan of the
Company or any subsidiary of the Company, or any person holding Common Shares   
for or pursuant to the terms of any such plan, (ii) Merton J. Segal together    
with all affiliates and associates of Merton J. Segal; or (iii) any person,     
together with all affiliates and associates of such person, who or which would  
be an Acquiring Person solely by reason of (A) being the beneficial owner of    
Common Shares, the beneficial ownership of which was acquired by such person    
(and the affiliates and associates of such person) pursuant to any action or    
transaction, or series of related actions or transactions, approved by the      
Board, upon the affirmative vote of a majority of the Continuing Directors,     
prior to the Distribution Date, or (B), a reduction in the number of issued and 
outstanding Common Shares pursuant to a transaction or series of related        
transactions approved by the Board, upon the affirmative vote of a majority of  
the Continuing Directors; provided, however, that in the event that such person 
described in clause (iii) above does not become an Acquiring Person by reason of
clause (A) or (B), such person nonetheless shall become an Acquiring Person in  
the event such person, together with all affiliates and associates of such      
person, thereafter acquires beneficial ownership of any additional Common Shares
unless the acquisition of such beneficial ownership would not result in such    
person becoming an Acquiring Person by reason of subclause (A) or (B) of clause 
(iii) above. Notwithstanding the foregoing, if the Board determines (upon the   
affirmative vote of a majority of the Continuing Directors) in good faith that a
person who would otherwise be an Acquiring Person is eligible to file and did   
file a Schedule 13G and such person divests (and/or causes such person's        
affiliates and/or associates to divest) as promptly as practicable a sufficient 
number of Common Shares so that such person would no longer be an Acquiring     
Person as defined pursuant to the foregoing provisions, then such person shall  
not be deemed to be an "Acquiring Person" for purposes of the Rights Agreement. 

      The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred only with the Common Shares. Until the Distribution  
Date (or earlier redemption or expiration of the Rights), new Common Share      
certificates issued after the Record Date, upon transfer or new issuance of     
Common Shares, will contain a notation incorporating the Rights Agreement by    
reference. Until the Distribution Date (or earlier redemption or expiration of  
the Rights), the surrender for transfer of any certificates for Common Shares,  
outstanding as of the Record Date, even without such notation or a copy of the  
Summary of Rights (as set forth in Exhibit C to the Rights Agreement) being     
attached thereto, will also constitute the transfer of the Rights associated    
with the Common Shares represented by such certificate.                         

 ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS

         As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of the 
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date. All Common 
Shares issued prior to the Distribution Date will be issued with Rights. Common 
Shares issued                                                                   

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after the Distribution Date (i) shall be issued with Rights if such shares are  
issued pursuant to the exercise of stock options or under employee benefit plans
or arrangements unless such issuance would result in (or create a risk that)    
such options, plans or arrangements would not qualify for otherwise available   
special tax treatment and (ii) may be issued in any other case, if deemed       
necessary and appropriate by the affirmative vote of a majority of the          
Continuing Directors; however (A) no such Right Certificate shall be issued if, 
and to the extent that, such issuance would create a significant risk of or     
result in material adverse tax consequences to the Company or the person being  
issued the Right Certificate, and (B) no such Right Certificate shall be issued 
if, and to the extent that, appropriate adjustment shall otherwise have been    
made in lieu of issuance thereof.  Except as otherwise determined by the Board, 
no other Common Shares issued after the Distribution Date will be issued with   
Rights.  The Rights will expire on the earliest of (i) the tenth anniversary of 
the Record Date (the "Final Expiration Date"), (ii) redemption or exchange of   
the Rights as described below, or (iii) consummation of an acquisition of the   
Company satisfying certain conditions by a person who acquired shares pursuant  
to an agreement approved by the Board upon the affirmative vote of the          
Continuing Directors, prior to there being an Acquiring Person.                 

INITIAL EXERCISE OF THE RIGHTS

      Following the Distribution Date, and until one of the further events
described below, holders of the Rights will be entitled to receive, upon        
exercise and the payment of $80 per Right, one one-hundredth of a share of      
Series A Preferred, subject to adjustment as described in the Rights Agreement. 
In addition, under certain circumstances described more fully herein, the Rights
may become exercisable for Common Shares having a value equal to two times the  
Purchase Price and/or common stock of certain acquiring companies having a value
equal to two times the Purchase Price.                                          

RIGHT TO BUY COMPANY COMMON SHARES

         Unless the Rights are earlier redeemed, in the event that any person or
group of affiliated or associated persons becomes an Acquiring Person, then     
proper provision will be made so that each holder of a Right which has not      
theretofore been exercised (other than Rights beneficially owned by the         
Acquiring Person, which will thereafter be void) will thereafter have the right 
to receive, upon exercise and payment of the Purchase Price, Common Shares      
having a value equal to two times the Purchase Price. For example, if the market
price of Common Shares on the Shares Acquisition Date (as defined below) was    
$32.00, a person holding one Right could purchase five Common Shares upon       
exercise of such Right ($80.00/$16.00). Rights are not exercisable following the
occurrence of an event as described above until such time as the Rights are no  
longer redeemable by the Company as set forth below.                            

      In the event that the Company does not have sufficient Common Shares
available for all Rights to be exercised, or the Board decides that it is       
necessary and not contrary to the interests of Rights holders to do so, the     
Company may instead substitute cash, assets or other securities for the Common  
Shares for which the Rights would have been exercisable under this provision.   

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RIGHT TO BUY ACQUIRING COMPANY STOCK

       Similarly, unless the Rights are earlier redeemed, in the event that,
after the Shares Acquisition Date and without the affirmative vote of a majority
of the Continuing Directors, (i) the Company is acquired in a merger or other   
business combination transaction, or (ii) 50% or more of the Company's          
consolidated assets or earning power are sold (either of which event is referred
to herein as an "Acquisition"), proper provision must be made so that each      
holder of a Right which has not theretofore been exercised will thereafter have 
the right to receive, upon exercise, shares of common stock of the acquiring    
company having a value equal to two times the Purchase Price. So (assuming no   
satisfaction of such conditions) if for example the market price of the         
acquiror's stock on the date of the Acquisition were $16.00, a person holding   
one Right could purchase 10 shares of the acquiror's Common Stock upon exercise 
of such Right ($80.00/$8.00).                                                   

EXCHANGE PROVISION

      At any time after any person becomes an Acquiring Person, the Board,
following the approval of a majority of Continuing Directors, may exchange the  
Rights (other than Rights owned by the Acquiring Person), in whole or in part,  
at an exchange ratio of one Common Share per Right.                             

REDEMPTION

        At any time on or prior to the close of business on the earlier of (i)
the 10th day following the acquisition by which a party becomes an Acquiring    
Person (the "Shares Acquisition Date") or such later date as may be determined  
by a majority of the Continuing Directors and publicly announced by the Company,
or (ii) the Final Expiration Date of the Rights, the Company may redeem the     
Rights in whole, but not in part, at a price of $.01 per Right.                 

 ADJUSTMENTS TO PREVENT DILUTION

    The Purchase Price payable, the number of Rights and the number of
Series A Preferred or Common Shares or other securities or property issuable    
upon exercise of the Rights are subject to adjustment from time to time in      
connection with the dilutive issuances by the Company as set forth in the Rights
Agreement. With certain exceptions, no adjustment in the Purchase Price will be 
required until cumulative adjustments require an adjustment of at least 1% in   
such Purchase Price.                                                            

CASH PAID INSTEAD OF ISSUING FRACTIONAL SHARES

No fractional portion other than integral multiples of one    
one-hundredth of a Preferred Share will be issued upon exercise of a Right and  
in lieu thereof, an adjustment in cash will be made based on the market price of
the Common Shares on the last trading date prior to the date of exercise.       

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 NO STOCKHOLDERS' RIGHTS PRIOR TO EXERCISE

       Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than any rights resulting from    
such holder's ownership of Common Shares), including, without limitation, the   
right to vote or to receive dividends.                                          

 AMENDMENT OF RIGHTS AGREEMENT

       The provisions of the Rights Agreement may be supplemented or amended
by action of the Board upon approval by a majority of the Continuing Directors  
in any manner prior to the close of business on the Distribution Date without   
the approval of Rights holders. After the Distribution Date, the provisions of  
the Rights Agreement may be amended by the Board in order to cure any ambiguity,
defect or inconsistency, to make changes which do not adversely affect the      
interests of holders of Rights (excluding the interests of any Acquiring        
Person), or to shorten or lengthen any time period under the Rights Agreement.  

RIGHTS AND PREFERENCES OF THE SERIES A PREFERRED

        Series A Preferred purchasable upon exercise of the Rights will not be
redeemable. Each share of Series A Preferred will be entitled to an aggregate   
dividend of the greater of (i) $1.00 in cash or (ii) 100 times the dividend     
declared per Common Share. In the event of liquidation, the holders of the      
Series A Preferred will be entitled to a minimum preferential liquidation       
payment equal to the greater of (i) $100.00 per share, plus an amount equal to  
the accrued and unpaid dividends and distributions thereon, whether or not      
declared, or (ii) an aggregate amount per share equal to 100 times the aggregate
amount to be distributed per share to holders of shares of Common Stock, plus an
amount equal to the accrued and unpaid dividends and distributions on the Series
A Preferred whether or not declared. Each share of Series A Preferred will have 
100 votes, voting together with the Common Shares. In the event of any merger,  
consolidation or other transaction in which the Common Shares are changed or    
exchanged, each share of Series A Preferred will be entitled to receive 100     
times the amount received per Common Share. These rights are protected by       
customary anti-dilution provisions.                                             

         Because of the nature of the dividend, liquidation and voting rights of
the shares of Series A Preferred, the value of the one one-hundredth interest in
a share of Series A Preferred purchasable upon exercise of each Right should    
approximate the value of one Common Share.                                      

ITEM 2. EXHIBITS.                                                               

EXHIBIT                                                                         

99.1     Rights Agreement, dated as of September 20, 1999, by and between       
      Meadowbrook Insurance Group, Inc. and First Chicago Trust Company of
        New York, including the Certificate of Designation, the form of Rights
       Certificate and the Summary of Rights attached thereto as Exhibits A,
B and C, respectively.                                        

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SIGNATURE 

       Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be   
signed on its behalf by the undersigned, thereto duly authorized.               

                                     MEADOWBROOK INSURANCE GROUP, INC.

                            By: /s/ Robert S. Cubbin
                                             -----------------------------------
                                    Robert S. Cubbin
                     Its:    President
Date: 9-20-99                                                                   
-------------------                                                   

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EXHIBIT INDEX 

EXHIBIT NO.                                                                     

99.1     Rights Agreement, dated as of September 20, 1999, by and between       
      Meadowbrook Insurance Group, Inc. and First Chicago Trust Company of
        New York, including the Certificate of Designation, the form of Rights
         Certificate and the Summary of Rights attached thereto as Exhibits A, B
and C, respectively.                                          

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Dates Referenced Herein

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		10/15/99		2					None on these Dates
Filed on:		10/12/99
		9/20/99		2		9
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