UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 9, 2007
MEADOWBROOK INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
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Michigan
(State or other jurisdiction of
incorporation)
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38-2626206
(I.R.S. Employer Identification Number) |
1-14094
(Commission File Number)
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26255 American Drive
Southfield, Michigan
(Address of Principal
Executive Offices)
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48034
(Zip Code) |
(248) 358-1100
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 7.01 REGULATION FD DISCLOSURE
The Company’s press release issued on July 9, 2007 provided certain information regarding the
Company’s anticipated full year 2007 and 2008 financial results. A copy of the press release is
furnished herewith as Exhibit 99.1.
The statements made by the Company under this item constitute forward-looking statements. Please
refer to the Company’s most recent Form 10-K, Form 10-Q, and other Securities and Exchange
Commission filings for more information on risk factors. Actual results could differ materially.
These forward-looking statements involve risks and uncertainties including, but not limited to, the
following: the frequency and severity of claims; uncertainties inherent in reserve estimates;
catastrophic events; a change in the demand for, pricing of, availability or collectibility of
reinsurance; increased rate pressure on premiums; the ability to obtain rate increases in current
market conditions; investment rate of return; changes in and adherence to insurance regulation;
actions taken by regulators, rating agencies or lenders; attainment of certain processing
efficiencies; changing rates of inflation; and general economic conditions. The Company is not
under any obligation to (and expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information, future events or otherwise.
The information in this Item 7.01, including the information regarding the Company’s anticipated
full year 2007 and 2008 financial results set forth in Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 8.01. OTHER EVENTS
On July 9, 2007, Meadowbrook Insurance Group, Inc. issued a press release announcing its plans to
offer 7,250,000 shares of common stock in an underwritten public offering under its recently filed
shelf registration statement. Of theses shares, 5,500,000 shares are expected to be offered by the
Company and 1,750,000 shares are expected to be offered by the Company’s chairman, Mr. Merton
Segal, his wife, or her trust. The Company will not receive any of the proceeds from the sale of
shares by Mr. Segal, Mrs. Segal, or her trust. A copy of the press release is furnished herewith
as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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a.
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None. |
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b.
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None. |
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c.
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None. |
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d.
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The following document is furnished as an Exhibit to this
Current Report on Form 8-K pursuant to Item 601 of Regulation S-K: |
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99.1 Press Release, dated July 9, 2007. |