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As filed with the Securities and Exchange Commission on August 26, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_____________
PROFESSIONALS INSURANCE COMPANY MANAGEMENT GROUP
(Exact name of registrant as specified in its charter)
MICHIGAN
(State or other jurisdiction of 38-3273911
incorporation or organization) (I.R.S. Employer Identification No.)
4295 OKEMOS ROAD, BOX 2510, OKEMOS, MICHIGAN 48805-9510
(517) 349-6500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PROFESSIONALS INSURANCE COMPANY MANAGEMENT GROUP
1996 LONG TERM STOCK INCENTIVE PLAN
(Full title of the plan)
Victor T. Adamo
President and Chief Executive Officer
Professionals Insurance Company Management Group
4295 Okemos Road, Box 2510
Okemos, Michigan 48805-9510
(517) 349-6500
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Brad B. Arbuckle, Esq.
Miller, Canfield, Paddock and Stone, P.L.C.
1400 N. Woodward Avenue, Suite 100
Bloomfield Hills, Michigan 48304
(248) 645-5000
CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered(1) registered share (2) price (2) registration fee
- ---------------------- -------------- -------------------- -------------------- --------------------
Common Stock,
no par value per share 300,000 shares $32.75 $9,825,000 $2,978
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended, the offering price is based upon the average high and low sales
prices of the registrant's Common Stock on the Nasdaq National Market on
August 21, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a), (b) and (c) below are incorporated in this
Registration Statement by reference. All documents subsequently filed by the
registrant pursuant to Section 13(a), 14, and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents.
(a) The final prospectus filed on July 2, 1996 by the registrant
pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended
(the "Securities Act") (registration number 333-3138) (the "Prospectus").
(b) The Registration Statement on Form 8-A dated and filed August
20, 1996 (Commission file number 0-21223) (the "Form 8-A"), including the
description of the registrant's securities set forth under Item 1 of the
Form 8-A (which description incorporates by reference the description set
forth in the Prospectus under the captions "Description of Holding
Company Capital Stock" and "Comparison of Shareholder Rights").
(c) The registrant's (i) Annual Report on Form 10-K for the year
ended December 31, 1996; (ii) Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997; (iii) Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1997; (iv) Current Report on
Form 8-K (date of report: August 14, 1997); and (v) Schedule 14A
(definitive proxy statement) filed April 16, 1997.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Michigan Business Corporation Act, as amended ("MBCA"), provides that
a Michigan corporation, such as Professionals Insurance Company Management
Group (the "registrant"), may indemnify a director, officer, employee or agent
of the corporation (an "Indemnitee") against the Indemnitee's expenses and
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action, suit
or proceeding (other than an action by or in the right of the corporation)
involving the Indemnitee by reason of the fact that the Indemnitee is or was a
director, officer, employee or agent of the corporation, if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed to be in
or not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The MBCA also provides that in derivative actions, a
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses actually and reasonably incurred by the Indemnitee
to the extent that the Indemnitee is successful on the merits or otherwise in
any such action, suit or proceeding or in the defense of any claim, issue or
matter therein. Under the MBCA, no indemnification shall be made with respect
to any claim, issue or matter as to which an Indemnitee shall have been adjudged
to be liable to the corporation unless and only to the extent that the court
shall determine upon application that, despite the adjudication of liability but
in view of all of the circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. The MBCA also generally permits the advancement of reasonable expenses
and empowers the corporation to purchase and maintain directors' and officers'
insurance.
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Article VI of the By-laws of the registrant contains provisions
authorizing indemnification of directors, officers, employees and agents of the
registrant that are substantially similar to those set forth in the MBCA and
authorizes the registrant to purchase directors' and officers' insurance.
Section 209 of the MBCA provides that the articles of incorporation of a
corporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) under Section 551(1)
of the MBCA (relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock and loans to a director, officer, or
employee of the corporation or of a subsidiary of the corporation), (iv) for
any transaction from which the director derived an improper personal benefit or
(v) for an act or omission occurring prior to the date such a provision becomes
effective. Article VII of the registrant's Articles of Incorporation include
such a provision.
The registrant has entered into individual indemnity agreements with its
officers and directors whereby the registrant will indemnify each of its
officers and directors for any amount which they may be obligated to pay
because of any claim made against them because of any omission or neglect or
breach of duty, including any actual or alleged error or misstatements or
misleading statement, committed or suffered when acting in their capacities as
officers, directors, employees and agents of the registrant, its subsidiaries
and certain other enterprises.
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 provisions described in this Item 6 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 Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are furnished with this Registration Statement:
Item 601
Regulation S-K
Exhibit Reference
Number Exhibit Description
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[S] [C]
(3)(a)/(4)(a) First Amended and Restated Articles of Incorporation of the
registrant and all amendments thereto (incorporated by
reference to Exhibit (3)(a)/(4)(a) of the initial filing of
the registrant's Registration Statement on Form S-4 as filed
with the Securities and Exchange Commission on April 3, 1996
(registration no. 333-3138)).
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Item 601
Regulation S-K
Exhibit Reference
Number Exhibit Description
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(3)(b)/(4)(b) By-laws of the registrant (incorporated by reference to
Exhibit (3)(b)/(4)(b) of the initial filing of the
registrant's Registration Statement on Form S-4 as filed
with the Securities and Exchange Commission on April 3, 1996
(registration no. 333-3138)).
(4)(c) Specimen certificate for the registrant's common stock
(incorporated by reference to Exhibit (4)(c) of the
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996 as filed with the Securities and Exchange
Commission on November 12, 1996 (file no. 0-21223)).
(5) Opinion and consent of Miller, Canfield, Paddock and Stone,
P.L.C.*
(10) Professionals Insurance Company Management Group 1996 Long
Term Incentive Plan (incorporated by reference to Exhibit
(10)(c) of amendment no. 1 to the registrant's Registration
Statement on Form S-4 as filed with the Securities and
Exchange Commission on June 11, 1996 (registration no.
333-3138)).
(21) List of subsidiaries of the registrant (incorporated by
reference to Exhibit (21) of the Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 as filed with
the Securities and Exchange Commission (file no. 0-21223)).
(23)(a) Consent of Miller, Canfield, Paddock and Stone, P.L.C.
(included in Exhibit 5).*
(23)(b) Consent of KPMG Peat Marwick LLP, independent certified
public accountants.*
(23)(c) Consent of Coopers & Lybrand, L.L.P., independent certified
public accountants.*
(24) Powers of Attorney (contained in signature pages of the
initial filing of this Registration Statement).
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(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;
(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
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(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 and 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 a 20 percent 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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 the
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.
Insofar as indemnification for liabilities arising under the Securities
Act 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lansing, State of Michigan, on the 25th day of
August, 1997.
PROFESSIONALS INSURANCE COMPANY
MANAGEMENT GROUP
By /s/ Victor T. Adamo
----------------------------------
Victor T. Adamo
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated and on the dates indicated below. By so signing, each of the
undersigned, in his capacity as a director or officer, or both, as the case may
be, of the registrant, does hereby appoint Victor T. Adamo, R. Kevin Clinton
and Annette E. Flood, and each of them severally, his true and lawful attorney
to execute in his or her name, place and stead, in his capacity as a director
or officer, or both, as the case may be, of the registrant, any and all
amendments to this Registration Statement and post-effective amendments thereto
and all instruments necessary or incidental in connection therewith, and to
file the same with the Securities and Exchange Commission. Each of said
attorneys shall have full power and authority to do and perform in the name and
on behalf of each of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises as fully, and for
all intents and purposes, as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
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Signatures Title Date
<S> <C> <C>
/s/ Victor T. Adamo
----------------------- President, Chief August 25, 1997
Victor T. Adamo Executive Officer and Director
(Principal Executive Officer)
/s/ R. Kevin Clinton
----------------------- Vice President, Treasurer August 25, 1997
R. Kevin Clinton and Chief Financial Officer
(Principal Financial Officer)
/s/ Jerry D. Campbell
----------------------- Director August 25, 1997
Jerry D. Campbell
/s/ John F. Dodge, Jr.
----------------------- Director August 25, 1997
John F. Dodge, Jr.
/s/ H. Harvey Gass
----------------------- Director August 25, 1997
H. Harvey Gass
/s/ W. Peter McCabe
----------------------- Director August 25, 1997
W. Peter McCabe
/s/ John F. McCaffrey
----------------------- Director August 25, 1997
John F. McCaffrey
/s/ Isaac J. Powell
----------------------- Director August 25, 1997
Isaac J. Powell
/s/ Ann F. Putallaz
----------------------- Director August 25, 1997
Ann F. Putallaz
/s/ Donald S. Young
----------------------- Director August 25, 1997
Donald S. Young
/s/ William H. Woodhams
----------------------- Director August 25, 1997
William H. Woodhams
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
Exhibits Filed Herewith
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(5) -- Opinion and consent of Miller, Canfield, Paddock and Stone, P.L.C.
(23)(a) -- Consent of Miller, Canfield, Paddock and Stone, P.L.C. (included in Exhibit 5).
(23)(b) -- Consent of KPMG Peat Marwick LLP, independent certified public accountants.
(23)(c) -- Consent of Coopers & Lybrand, L.L.P., independent certified public accountants.
(24) -- Powers of Attorney (contained in signature pages of the initial filing of this Registration Statement).
</TABLE>
Exhibits Incorporated by Reference
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(3)(a)/(4)(a) -- First Amended and Restated Articles of Incorporation of the
registrant and all amendments thereto (incorporated by
reference to Exhibit (3)(a)/(4)(a) of the initial filing of
the registrant's Registration Statement on Form S-4 as
filed with the Securities and Exchange Commission on April
3, 1996 (registration no. 333-3138)).
(3)(b)/(4)(b) -- By-laws of the registrant (incorporated by reference to
Exhibit (3)(b)/(4)(b) of the initial filing of the
registrant's Registration Statement on Form S-4 as filed
with the Securities and Exchange Commission on April 3,
1996 (registration no. 333-3138)).
(4)(c) -- Specimen certificate for the registrant's common stock
(incorporated by reference to Exhibit (4)(c) of the
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1996 as filed with the Securities and
Exchange Commission on November 12, 1996 (file no.
0-21223)).
(10) -- Professionals Insurance Company Management Group 1996 Long
Term Incentive Plan (incorporated by reference to Exhibit
(10)(c) of amendment no. 1 to the registrant's Registration
Statement on Form S-4 as filed with the Securities and
Exchange Commission on June 11, 1996 (registration no.
333-3138)).
(21) -- List of subsidiaries of the registrant (incorporated by
reference to Exhibit (21) of the Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 as filed with
the Securities and Exchange Commission (file no. 0-21223)).
</TABLE>
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[MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. LETTERHEAD]
August 25, 1997
EXHIBIT (5)
Professionals Insurance Company
Management Group
4295 Okemos Road, Box 2510
Okemos, Michigan 48805-9510
Gentlemen:
With respect to the registration statement on Form S-8 (the "Registration
Statement") being filed today with the Securities and Exchange Commission by
Professionals Insurance Company Management Group, a Michigan corporation (the
"Company"), for the purpose of registering under the Securities Act of 1933, as
amended (the "Act"), 300,000 shares of the common stock, no par value, of
the Company (the "Registered Shares") that may be acquired under and pursuant
to the Professionals Insurance Company Management Group 1996 Long Term Stock
Incentive Plan (the "Plan") by Plan participants (which Registered Shares may
consist of shares already issued and held in the treasury of the Company, or
newly issued shares), we, as your counsel, have examined such certificates,
instruments, and documents and have reviewed such questions of law as we have
considered necessary or appropriate for the purposes of this opinion, and, on
the basis of such examination and review, we advise you that, in our opinion:
1. The Registered Shares have been validly authorized.
2. When the Registration Statement has become effective and any newly
issued Registered Shares have been sold in accordance with the Plan and paid
for, said newly issued Registered Shares will be validly issued, fully paid,
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
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EXHIBIT (23)(b)
The Board of Directors
Professionals Insurance Company Management Group:
We consent to incorporation by reference in the registration statement (No.
333- ) on Form S-8 of Professionals Insurance Company Management Group of
our report dated February 26, 1997, relating to the consolidated balance sheets
of Professionals Insurance Company Management Group and subsidiaries as of
December 31, 1996, and 1995, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the years then ended, and all
related schedules, which report appears in the December 31, 1996, annual report
on Form 10-K of Professionals Insurance Company Management Group.
KPMG Peat Marwick LLP
East Lansing, Michigan
August 25, 1997
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EXHIBIT (23)(c)
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 17, 1995, on our audits of the
consolidated financial statements and financial statement schedules of
Professionals Insurance Company Management Group for the year ended December
31, 1994, which report is included in Professionals Insurance Company
Management Group's Annual Report on Form 10-K for the year ended December 31,
1996.
/s/ Coopers & Lybrand L.L.P.
Cincinnati, Ohio
August 25, 1997
