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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
MEEMIC HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
585135106
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(CUSIP Number)
Victor T. Adamo
President and Chief Executive Officer
Professionals Group, Inc.
2600 Professionals Drive
Okemos, Michigan 48864
(517)349-6500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Brad B. Arbuckle, Esq.
Miller, Canfield, Paddock and Stone, P.L.C.
840 West Long Lake Road, Suite 200
Troy, Michigan 48098-6358
(248)879-2000
September 20, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 585135106 13D PAGE 2 OF 21 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Professionals Group, Inc. /38-3273911
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
AF (See Item 3).
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
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7 SOLE VOTING POWER
NUMBER OF
0 (See Item 5).
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
5,351,809 (See Item 5).
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0 (See Item 5).
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
5,351,809 (See Item 5).
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,351,809 (See Item 5).
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
(See Item 5).
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.1% (See Item 5).
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14 TYPE OF REPORTING PERSON (See Instructions)
(See Item 3).
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CUSIP NO. 585135106 13D PAGE 3 OF 21 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
ProNational Insurance Company/38-2317569
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC, OO (See Item 3).
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
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7 SOLE VOTING POWER
NUMBER OF
5,351,809 (See Item 5)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0 (See Item 5).
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
5,351,809 (See Item 5).
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 (See Item 5).
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,351,809 (See Item 5).
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]
(See Item 5).
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.1% (See Item 5).
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14 TYPE OF REPORTING PERSON (See Instructions)
IC/CO (See Item 3).
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SCHEDULE 13D
Pursuant to General Instruction C of Schedule 13D, the information called for by
Items 2-6, inclusive, of Schedule 13D has been given with respect to the
directors and executive officers of Professionals Group, Inc., a Michigan
corporation ("Professionals Group"), and the directors and executive officers of
ProNational Insurance Company, a Michigan stock insurance corporation and a
wholly-owned subsidiary of Professionals Group ("ProNational").
Professionals Group disclaims beneficial ownership of any and all shares of "MHC
Common Stock" (as hereinafter defined) beneficially owned by any director,
officer or employee of Professionals Group or ProNational. The filing of this
Statement on Schedule 13D shall not be construed as an admission that
Professionals Group is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this Statement on Schedule 13D.
ProNational disclaims beneficial ownership of any and all shares of MHC Common
Stock beneficially owned by any director, officer or employee of Professionals
Group or ProNational. The filing of this Statement on Schedule 13D shall not be
construed as an admission that Professionals Group is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the
beneficial owner of any securities covered by this Statement on Schedule 13D.
Professionals Group and ProNational have been advised that each director,
officer and employee of Professionals Group disclaims beneficial ownership of
any and all shares of MHC Common Stock beneficially owned by Professionals Group
or ProNational. The filing of this Statement on Schedule 13D shall not be
construed as an admission that ProNational is, for the purposes of Section 13(d)
or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial
owner of any securities covered by this Statement on Schedule 13D.
Professionals Group and ProNational have been advised that each director,
officer and employee of ProNational disclaims beneficial ownership of any and
all shares of MHC Common Stock beneficially owned by Professionals Group or
ProNational. The filing of this Statement on Schedule 13D shall not be construed
as an admission that any director, officer or employee of ProNational is, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended, the beneficial owner of any securities covered by this Statement on
Schedule 13D.
No director, officer or employee of either Professionals Group or ProNational,
acting in an individual capacity, may vote, or direct the voting of, any shares
of MHC Common Stock beneficially owned by Professionals Group or ProNational. No
director, officer or employee of either Professionals Group or ProNational,
acting in an individual capacity, may dispose of, or direct the disposition of,
any shares of MHC Common Stock beneficially owned by Professionals Group or
ProNational. No director, officer or employee of either Professionals Group or
ProNational, in an individual capacity, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
shares of MHC Common Stock beneficially owned by Professionals Group or
ProNational. Accordingly, no director, officer or employee of either
Professionals Group or ProNational shall be deemed the beneficial owner of any
shares of MHC Common Stock beneficially owned by Professionals Group or
ProNational solely by virtue of the fact that he or she is a director, officer
or employee of Professionals Group or ProNational.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, no par value per
share ("MHC Common Stock"), of MEEMIC Holdings, Inc., a Michigan corporation
("MHC" or the "Issuer"). The principal
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executive offices of MHC are located at 691 North Squirrel Road, Suite 200,
Auburn Hills, Michigan 48326.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f): This Statement on Schedule 13D is being filed by Professionals
Group, Inc., a Michigan corporation and the sole stockholder of ProNational.
Professionals Group is an insurance holding company and its principal business
and its principal executive offices are located at 2600 Professionals Drive,
Okemos, Michigan 48864.
This Statement on Schedule 13D is also being filed by ProNational Insurance
Company, a Michigan stock insurance corporation and a wholly-owned subsidiary of
Professionals Group. ProNational is a property and casualty insurance company
specializing in medical professional liability insurance and its principal
business and its principal executive offices are located at 2600 Professionals
Drive, Okemos, Michigan 48864.
The names of the directors and executive officers of Professionals Group and
their respective business addresses or residences, citizenship and present
principal occupations or employment, as well as the names, principal businesses
and addresses of any corporations or other organizations in which such
employment is conducted, are set forth on Schedule I hereto, which Schedule I is
incorporated herein by reference.
The names of the directors and executive officers of ProNational and their
respective business addresses or residences, citizenship and present principal
occupations or employment, as well as the names, principal businesses and
addresses of any corporations or other organizations in which such employment is
conducted, are set forth on Schedule II hereto, which Schedule II is
incorporated herein by reference.
(d), (e): During the last five years, neither Professionals Group nor
ProNational has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which proceeding such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
To the knowledge of Professionals Group and ProNational, during the past five
years none of the persons listed in Schedule I or Schedule II hereto has (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except as otherwise indicated in this Statement on Schedule 13D, 5,065,517 of
the shares of MHC Common Stock reported as beneficially owned by Professionals
Group and ProNational were acquired as of July 1, 1999 in connection with the
conversion of Michigan Educational Employees Mutual Insurance Company, a
Michigan domiciled specialty writer of personal automobile and homeowners
coverages for teachers and other members of the educational community in
Michigan ("MEEMIC"). Of these shares of MHC Common Stock, 2,302,209 were
acquired upon the conversion of a promissory note issued by MEEMIC to
ProNational on April 7, 1997. As of the date of conversion, the promissory note
had a
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principal balance of $21,500,000 and accrued and unpaid interest of $1,522,090.
Another 2,763,308 of these shares of MHC Common Stock were purchased for cash at
a price of $10 per share.
The remaining 286,292 shares of MHC Common Stock reported as beneficially owned
by Professionals Group and ProNational were acquired in open market purchases
for an aggregate cost of $5,392,323.49 at average prices ranging from $14.37 per
share to $20.00 per share.
The sources of the funds used to acquire all shares of MHC Common Stock reported
as beneficially owned by Professionals Group and ProNational in this Schedule
13D were working capital and other of ProNational.
To the knowledge of Professionals Group and ProNational, and except as otherwise
indicated herein: (i) all of the shares of MHC Common Stock reported as
beneficially owned by the directors and executive officers of Professionals
Group and the directors and executive officers of ProNational were purchased as
of July 1, 1999 in connection with the conversion of MEEMIC for cash at a price
of $10 per share; (ii) the sources of funds or other consideration used by each
director or executive officer of Professionals Group to purchase the shares of
MHC Common Stock beneficially owned by such person was personal funds; and (iii)
the sources of funds or other consideration used by each director or executive
officer of ProNational to purchase the shares of MHC Common Stock beneficially
owned by such person was personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of MHC Common Stock reported as beneficially owned by each of
Professionals Group and ProNational were acquired in connection with the
conversion of MEEMIC in order to gain ownership control of MHC and MEEMIC and
for purposes of investment.
The shares of MHC Common Stock reported as beneficially owned by the directors
and executive officers of Professionals Group and by the directors and executive
officers of ProNational were acquired in connection with the conversion of
MEEMIC and for purposes of investment.
Except as otherwise described in this Schedule 13D, to the knowledge of
Professionals Group and ProNational none of the directors and executive officers
of Professionals Group, and none of the directors and executive officers of
ProNational, have agreed to act together, or with Professionals Group or
ProNational, for the purpose of acquiring, holding, voting or disposing of any
equity securities of MHC.
Effective September 20, 2000 the size of the board of directors of MHC was
increased from six members to eight members. John F. Dodge, Jr. and Ann F.
Putallaz, directors of Professionals Group, were appointed to the board of
directors of MHC to fill the two board seats created by such increase in the
size of the MHC board of directors. As a result, four of the eight current
directors of MHC, Victor T. Adamo, R. Kevin Clinton, John F. Dodge, Jr. and Ann
F. Putallaz, are persons who are also directors or executive officers of
Professionals Group or ProNational. Annette E. Flood, a director and executive
officer of MHC, was an executive officer of Professionals Group and ProNational
prior to her transfer to MHC on a full-time basis effective September 20, 2000.
Prior to such expansion of the board of directors of MHC, Professionals Group
and ProNational had discussed with representatives of MHC the possibility of
expanding the size of MHC's board of directors to ten and appointing
representatives of Professionals Group and ProNational to fill the four board
seats created by such expansion.
From time to time Professionals Group and ProNational may purchase or sell
additional shares of MHC Common Stock in unsolicited market transactions at the
prevailing market price or in privately negotiated transactions. Depending on
the nature, frequency, timing, and other characteristics of such transactions
(including the number of shares involved in such transactions, the price paid
for such shares, and the number of record holders of MHC Common Stock remaining
upon the completion of such transactions), such transactions (i) could cause a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; or (ii) could result in
a class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (iii) could result in
an action similar to any of those enumerated in this paragraph.
The response to Item 6 of this Schedule 13D is incorporated herein by this
reference.
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* * * * *
Except as described in this Item 4 or in Item 6 of this Schedule 13D,
Professionals Group, ProNational, the directors and executive officers of
Professionals Group, and the directors and executive officers of ProNational,
jointly and severally, do not presently have any plans or proposals which relate
to or would result in, (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction (such as a merger, reorganization or
liquidation) involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer (including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board of the Issuer); (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any material change in the business or corporate structure of the Issuer;
(g) any changes in the charter or bylaws (or instruments corresponding thereto)
of the Issuer or other actions which may impede the acquisition of control of
the Issuer by any person; (h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or (j)
any action similar to any of those enumerated in this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) Professionals Group is the beneficial owner of 5,351,809 shares
of MHC Common Stock, which constitute 81.1% of the shares of MHC Common Stock
deemed issued and outstanding as of August 31, 2000. The number of shares of MHC
Common Stock reported in this section (a)(i) as beneficially owned by
Professionals Group includes all of the shares of MHC Common Stock reported as
beneficially owned by ProNational. The number of shares of MHC Common Stock
reported in this section (a)(i) as beneficially owned by Professionals Group
does not include any of the shares of MHC Common Stock reported as beneficially
owned by any director or executive officer of either Professionals Group or
ProNational. The shares of MHC Common Stock reported as beneficially owned by
ProNational have been attributed to Professionals Group because it is the sole
stockholder of ProNational.
(ii) ProNational is the beneficial owner of 5,351,809 shares of MHC
Common Stock, which constitute 81.1% of the shares of MHC Common Stock deemed
issued and outstanding as of August 31, 2000. The number of shares of MHC Common
Stock reported in this section (a)(ii) as beneficially owned by ProNational does
not include any of the shares of MHC Common Stock reported as beneficially owned
by any director or executive officer of either Professionals Group or
ProNational.
(iii) Victor T. Adamo is the beneficial owner of 27,700 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of August 31, 2000. The number of shares of MHC
Common Stock reported in this section (a)(iii) as beneficially owned by Mr.
Adamo includes 5,000 shares that could be purchased pursuant to certain stock
options that vested and became exercisable on July 1, 2000, but does not include
any of the shares of MHC Common Stock reported as beneficially owned by
Professionals Group, ProNational, or any other director or executive officer of
Professionals Group or ProNational.
(iv) Eliot H. Berg, M.D., is the beneficial owner of 0 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of August 31, 2000. The number of shares of MHC
Common Stock reported in this section (a)(iv) as beneficially owned by Dr. Berg
does not include any of the shares of MHC Common Stock reported as
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beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(v) Joseph C. Cauthen, M.D., is the beneficial owner of 0 shares of
MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of August 31, 2000. The number of shares
of MHC Common Stock reported in this section (a)(v) as beneficially owned by Dr.
Cauthen does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(vi) R. Kevin Clinton is the beneficial owner of 112,500 shares of
MHC Common Stock, which constitute less than 2% of the shares of MHC Common
Stock deemed issued and outstanding as of August 31, 2000. The number of shares
of MHC Common Stock reported in this section (a)(vi) as beneficially owned by
Mr. Clinton includes 12,000 shares that could be purchased pursuant to certain
stock options that vested and became exercisable on July 1, 2000, but does not
include any of the shares of MHC Common Stock reported as beneficially owned by
Professionals Group, ProNational, or any other director or executive officer of
Professionals Group or ProNational.
(vii) John F. Dodge, Jr. is the beneficial owner of 1,744 shares of
MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of August 31, 2000. The number of shares
of MHC Common Stock reported in this section (a)(vii) as beneficially owned by
Mr. Dodge does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(viii) H. Harvey Gass, M.D., is the beneficial owner of 3,500 shares
of MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of August 31, 2000. The number of shares
of MHC Common Stock reported in this section (a)(viii) as beneficially owned by
Dr. Gass does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(ix) Richard P. Horsch, M.D., is the beneficial owner of 0
shares of MHC Common Stock, which constitute less than 1% of the shares of MHC
Common Stock deemed issued and outstanding as of August 31, 2000. The number of
shares of MHC Common Stock reported in this section (a)(ix) as beneficially
owned by Dr. Horsch does not include any of the shares of MHC Common Stock
reported as beneficially owned by Professionals Group, ProNational, or any other
director or executive officer of Professionals Group or ProNational.
(x) Isaac J. Powell, M.D., is the beneficial owner of 0 shares of
MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of August 31, 2000. The number of shares
of MHC Common Stock reported in this section (a)(x) as beneficially owned by Dr.
Powell does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(xi) Ann F. Putallaz is the beneficial owner of 500 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of August 31, 2000. The number of shares of MHC
Common Stock reported in this section (a)(xi) as beneficially owned by Ms.
Putallaz does not include any of the shares of MHC Common Stock reported
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as beneficially owned by Professionals Group, ProNational, or any other director
or executive officer of Professionals Group or ProNational.
(xii) William H. Woodhams, M.D., is the beneficial owner of 0 shares
of MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of August 31, 2000. The number of shares
of MHC Common Stock reported in this section (a)(xii) as beneficially owned by
Dr. Woodhams does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(xiii) Donald S. Young is the beneficial owner of 10,744 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of August 31, 2000. The number of shares of MHC
Common Stock reported in this section (a)(xiii) as beneficially owned by Mr.
Young does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(xiv) John O. Bashant is the beneficial owner of 2,500 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of August 31, 2000. The number of shares of MHC
Common Stock reported in this section (a)(xiv) as beneficially owned by Mr.
Bashant does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(xv) William D. Baxter is the beneficial owner of 0 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of August 31, 2000. The number of shares of MHC
Common Stock reported in this section (a)(xv) as beneficially owned by Mr.
Baxter does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(xvi) Jeffrey L. Bowlby is the beneficial owner of 0 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of August 31, 2000. The number of shares of MHC
Common Stock reported in this section (a)(xvi) as beneficially owned by Mr.
Bowlby does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
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(xvii) John F. Lang is the beneficial owner of 1,250 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of August 31, 2000. The number of shares of MHC
Common Stock reported in this section (a)(xvii) as beneficially owned by Mr.
Lang does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(xviii) Joseph O. Marker is the beneficial owner of 0 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of August 31, 2000. The number of shares of MHC
Common Stock reported in this section (a)(xviii) as beneficially owned by Mr.
Marker does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(xix) William P. Sabados is the beneficial owner of 17,700 shares of
MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of August 31, 2000. The number of shares
of MHC Common Stock reported in this section (a)(xix) as beneficially owned by
Mr. Sabados includes 5,000 shares that could be purchased pursuant to certain
stock options that vested and became exercisable on July 1, 2000, but does not
include any of the shares of MHC Common Stock reported as beneficially owned by
Professionals Group, ProNational, or any other director or executive officer of
Professionals Group or ProNational.
(xx) Darryl K. Thomas is the beneficial owner of 4,000 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of August 31, 2000. The number of shares of MHC
Common Stock reported in this section (a)(xx) as beneficially owned by Mr.
Thomas does not include any of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group, ProNational, or any other director or
executive officer of Professionals Group or ProNational.
(xxi) Except as otherwise indicated in this section (a), to the
knowledge of Professionals Group and ProNational no director or executive
officer of Professionals Group, considered individually, beneficially owns any
shares of MHC Common Stock.
(xxii) Except as otherwise indicated in this section (a), to the
knowledge of Professionals Group and ProNational no director or executive
officer of ProNational, considered individually, beneficially owns any shares of
MHC Common Stock.
(b) (i) Professionals Group has the power to vote, or to direct the
voting of, all of the shares of MHC Common Stock reported as beneficially owned
by it in the response to subsection (a)(i) of this Item 5. Professionals Group
has the power to dispose of, or to direct the disposition of, all of the shares
of MHC Common Stock reported as beneficially owned by it in the response to
subsection (a)(i) of this Item 5.
(ii) ProNational has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by it in
the response to subsection (a)(ii) of this Item 5. ProNational has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by it in the response to subsection (a)(ii)
of this Item 5.
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(iii) Mr. Adamo has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(iii) of this Item 5. Mr. Adamo has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(iii) of this Item 5.
(iv) Dr. Berg has the power to vote, or to direct the voting of, all
of the shares of MHC Common Stock reported as beneficially owned by him in the
response to subsection (a)(iv) of this Item 5. Dr. Berg has the power to dispose
of, or to direct the disposition of, all of the shares of MHC Common Stock
reported as beneficially owned by him in the response to subsection (a)(iv) of
this Item 5.
(v) Dr. Cauthen has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(v) of this Item 5. Dr. Cauthen has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection (a)(v)
of this Item 5.
(vi) Mr. Clinton has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(vi) of this Item 5. Mr. Clinton has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(vi) of this Item 5.
(vii) Mr. Dodge has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(vii) of this Item 5. Mr. Dodge has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(vii) of this Item 5.
(viii) Dr. Gass has the power to vote, or to direct the voting of, all
of the shares of MHC Common Stock reported as beneficially owned by him in the
response to subsection (a)(viii) of this Item 5. Dr. Gass has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(viii) of this Item 5.
(ix) Dr. Horsch has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(ix) of this Item 5. Dr. Horsch has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(ix) of this Item 5.
(x) Dr. Powell has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(x) of this Item 5. Dr. Powell has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection (a)(x)
of this Item 5.
(xi) Ms. Putallaz has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by her in
the response to subsection (a)(xi) of this Item 5. Ms. Putallaz has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by her in the response to subsection
(a)(xi) of this Item 5.
(xii) Dr. Woodhams has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(xii) of this Item 5. Dr. Woodhams has the power
to dispose of, or to direct the disposition of, all of the shares of
-11-
<PAGE> 12
MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(xii) of this Item 5.
(xiii) Mr. Young has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(xiii) of this Item 5. Mr. Young has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(xiii) of this Item 5.
(xiv) Mr. Bashant has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(xiv) of this Item 5. Mr. Bashant has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(xiv) of this Item 5.
(xv) Mr. Baxter has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(xv) of this Item 5. Mr. Baxter has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(xv) of this Item 5.
(xvi) Mr. Bowlby has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(xvi) of this Item 5. Mr. Bowlby has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(xvi) of this Item 5.
(xvii) Mr. Lang has the power to vote, or to direct the voting of, all
of the shares of MHC Common Stock reported as beneficially owned by him in the
response to subsection (a)(xvii) of this Item 5. Mr. Lang has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(xvii) of this Item 5.
(xviii) Mr. Marker has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(xviii) of this Item 5. Mr. Marker has the power
to dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(xviii) of this Item 5.
(xix) Mr. Sabados has the power to vote, or to direct the voting of,
all of the shares of MHC Common Stock reported as beneficially owned by him in
the response to subsection (a)(xix) of this
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<PAGE> 13
Item 5. Mr. Sabados has the power to dispose of, or to direct the disposition
of, all of the shares of MHC Common Stock reported as beneficially owned by him
in the response to subsection (a)(xix) of this Item 5.
(xx) Mr. Thomas has the power to vote, or to direct the voting of, all
of the shares of MHC Common Stock reported as beneficially owned by him in the
response to subsection (a)(xx) of this Item 5. Mr. Thomas has the power to
dispose of, or to direct the disposition of, all of the shares of MHC Common
Stock reported as beneficially owned by him in the response to subsection
(a)(xx) of this Item 5.
(xxi) Except as otherwise indicated in subsection (a) of this Item 5 or
this subsection (b), to the knowledge of Professionals Group and ProNational no
director or executive officer of Professionals Group, considered individually,
has the power to vote or to direct the voting of, or the power to dispose of or
to direct the disposition of, any shares of MHC Common Stock.
(xxii) Except as otherwise indicated in subsection (a) of this Item 5
or this subsection (b), to the knowledge of Professionals Group and ProNational
no director or executive officer of ProNational, considered individually, has
the power to vote or to direct the voting of, or the power to dispose of or to
direct the disposition of, any shares of MHC Common Stock.
(c) Except as otherwise indicated in this subsection (c) or the response to
Item 3 of this Schedule 13D, it is believed that none of Professionals Group,
ProNational, the directors and officers of Professionals Group, and the
directors and officers of ProNational has personally effected any transactions
in MHC Common Stock in the last 60 days.
List of Transactions Effected in Last 60 days
<TABLE>
<CAPTION>
Date of Type of No. of Price Per
Name Transaction Transaction Shares Share
---- ----------- ----------- ------ -----
<S> <C> <C> <C> <C>
ProNational July 14, 2000 Purchase 1,029 $18.38
ProNational July 15, 2000 Purchase 500 18.38
ProNational July 20, 2000 Purchase 200 18.63
ProNational August 11, 2000 Purchase 53,619 18.25
ProNational August 15, 2000 Purchase 31,688 18.63
ProNational August 25, 2000 Purchase 1,932 19.77
ProNational August 30, 2000 Purchase 1,721 19.69
ProNational September 1, 2000 Purchase 1,721 19.94
ProNational September 5, 2000 Purchase 627 19.77
ProNational September 6, 2000 Purchase 1,227 19.94
ProNational September 6, 2000 Purchase 11,999 20.00
ProNational September 7, 2000 Purchase 15,000 19.94
ProNational September 8, 2000 Purchase 5,744 19.63
ProNational September 8, 2000 Purchase 227 19.75
ProNational September 11, 2000 Purchase 1,550 19.50
ProNational September 13, 2000 Purchase 475 19.50
ProNational September 14, 2000 Purchase 2,075 19.75
ProNational September 14, 2000 Purchase 107,775 19.75
ProNational September 19, 2000 Purchase 250 19.88
</TABLE>
(d) (i) Professionals Group has the right to receive or the power to
direct the receipt of dividends from, and the proceeds from the sale of, all of
the shares of MHC Common Stock reported as beneficially owned by it in the
response to subsection (a)(i) of this Item 5.
(ii) ProNational has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by it in the response to
subsection (a)(ii) of this Item 5.
(iii) Mr. Adamo has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(iii) of this Item 5.
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<PAGE> 14
(iv) Dr. Berg has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(iv) of this Item 5.
(v) Dr. Cauthen has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(v) of this Item 5.
(vi) Mr. Clinton has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(vi) of this Item 5.
(vii) Mr. Dodge has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(vii) of this Item 5.
(viii) Dr. Gass has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(viii) of this Item 5.
(ix) Dr. Horsch has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(ix) of this Item 5.
(x) Dr. Powell has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(x) of this Item 5.
(xi) Ms. Putallaz has the right to receive or the power to direct
the receipt of dividends from, and the proceeds from the sale of, all of the
shares of MHC Common Stock reported as beneficially owned by her in the response
to subsection (a)(xi) of this Item 5.
(xii) Dr. Woodhams has the right to receive or the power to direct
the receipt of dividends from, and the proceeds from the sale of, all of the
shares of MHC Common Stock reported as beneficially owned by him in the response
to subsection (a)(xii) of this Item 5.
(xiii) Mr. Young has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(xiii) of this Item 5.
(xiv) Mr. Bashant has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(xiv) of this Item 5.
(xv) Mr. Baxter has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(xv) of this Item 5.
(xvi) Mr. Bowlby has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(xvi) of this Item 5.
-14-
<PAGE> 15
(xvii) Mr. Lang has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(xvii) of this Item 5.
(xviii) Mr. Marker has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(xviii) of this Item 5.
(xix) Mr. Sabados has the right to receive or the power to direct
the receipt of dividends from, and the proceeds from the sale of, all of the
shares of MHC Common Stock reported as beneficially owned by him in the response
to subsection (a)(xix) of this Item 5.
(xx) Mr. Thomas has the right to receive or the power to direct the
receipt of dividends from, and the proceeds from the sale of, all of the shares
of MHC Common Stock reported as beneficially owned by him in the response to
subsection (a)(xx) of this Item 5.
(xxi) Except as otherwise indicated in subsection (a) of this Item 5
or this subsection (d), to the knowledge of Professionals Group and ProNational
no director or executive officer of Professionals Group, considered
individually, has the right to receive or the power to direct the receipt of
dividends from, and the proceeds from the sale of, any shares of MHC Common
Stock.
(xxii) Except as otherwise indicated in subsection (a) of this Item 5
or this subsection (d), to the knowledge of Professionals Group and ProNational
no director or executive officer of ProNational, considered individually, has
the right to receive or the power to direct the receipt of dividends from, and
the proceeds from the sale of, any shares of MHC Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Professionals Group and Medical Assurance, Inc., a Delaware corporation, entered
into a definitive Agreement to Consolidate dated as of June 22, 2000. The
consolidation agreement provides for the consolidation of Professionals Group
and Medical Assurance into a new holding company that is to be known as "Medical
and Professionals Assurance, Inc." (the "Holding Company"). The consolidation,
which is subject to certain insurance and anti-trust regulatory approvals and to
shareholder approvals, is expected to be completed in early 2001.
Section 8.12 of the consolidation agreement states that the acquisition of more
than 80% and up to 100% of the outstanding voting stock of MHC by Professionals
Group prior to the completion of the consolidation, or by the Holding Company or
its subsidiaries after the completion of the consolidation, would be beneficial
as it would allow MEEMIC to become a consolidated subsidiary of the Holding
-15-
<PAGE> 16
Company for federal income tax reporting purposes. Section 8.12 of the
consolidation agreement also provides that for five years after the completion
of the consolidation, the Holding Company will not sell or otherwise dispose of,
and will not permit any subsidiary of the Holding Company to sell or otherwise
dispose of, the common stock or business of MHC or any common stock of MHC owned
beneficially, directly or indirectly, by the Holding Company, unless such sale
or disposition has been approved by a special committee of the Holding Company's
Board of Directors. Such special committee is to be composed of three directors
of the Holding Company, and at least two of such directors must be
non-management directors who were formerly directors of Professionals Group. In
the event that the Holding Company's Board of Directors should desire to sell
the business or common stock of MEEMIC, such special committee is to be
appointed as provided in the By-Laws of the Holding Company and is to meet
promptly to consider the advisability of selling or otherwise disposing of the
business or common stock of MHC. Upon approval of such special committee, the
Holding Company's Board of Directors shall have the authority to authorize the
sale or other disposition of the business of MHC or any of the shares of common
stock of MHC.
The Agreement to Consolidate dated as of June 22, 2000 by and between Medical
Assurance, Inc., and Professionals Group, Inc. (including Exhibit A (Certificate
of Incorporation of Medical and Professionals Assurance, Inc.); Exhibit B
(Bylaws of Medical and Professionals Assurance, Inc.); and Exhibit C (Form of
Company Stock Option Agreement)) was filed as Exhibit 2.1 to the Current Report
on Form 8-K dated June 22, 2000 of Professionals Group that was filed with the
Securities and Exchange Commission on June 30, 2000 (file no. 0-21223).
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. The Agreement to Consolidate dated as of June 22, 2000 by and
between Medical Assurance, Inc., a Delaware corporation, and Professionals
Group, Inc. (including Exhibit A (Certificate of Incorporation of Medical and
Professionals Assurance, Inc.); Exhibit B (Bylaws of Medical and Professionals
Assurance, Inc.); and Exhibit C (Form of Company Stock Option Agreement)) is
incorporated herein by reference to Exhibit 2.1 of Professionals Group's Current
Report on Form 8-K dated June 22, 2000 and filed with the SEC on June 30, 2000
(file no. 0-21223).
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<PAGE> 17
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Professionals Group, Inc.
Dated: September 26, 2000 By /s/ Victor T. Adamo
-----------------------------------------
Victor T. Adamo
Its President and Chief Executive Officer
ProNational Insurance Company
Dated: September 26, 2000 By /s/ Victor T. Adamo
-----------------------------------------
Victor T. Adamo
Its President and Chief Executive Officer
-17-
<PAGE> 18
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF PROFESSIONALS GROUP, INC.
The names, business addresses and present principal occupations of the directors
and executive officers of Professionals Group, Inc. are set forth below. If no
business address is given, the director's or executive officer's business
address is 2600 Professionals Drive, Okemos, Michigan 48864. Unless otherwise
indicated, the business address of each Professionals Group director or
executive officer is also the business address of such person's employer, if
any. Unless otherwise indicated, all directors and executive officers listed
below are citizens of the United States.
DIRECTORS
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
<S> <C>
Victor T. Adamo President and Chief Executive Officer of Professionals Group. He is also
Chairman, President and Chief Executive Officer of ProNational, the Chairman and a
Director of MHC, and the Chairman and a Director of MEEMIC.
Eliot H. Berg, M.D. He is Board certified in surgery and practices on behalf of Segal and Berg,
P.A., Hialeah, Florida.
Joseph C. Cauthen, M.D. He is Board certified in neurosurgery and practices on behalf of Joseph C.
Cauthen, M.D., P.A., Gainesville, Florida.
R. Kevin Clinton Director and Vice President of Professionals Group. He is also a Director and
the President of MHC and a Director and the President of MEEMIC.
John F. Dodge, Jr. He is engaged in the private practice of law in Grosse Pointe, Michigan.
H. Harvey Gass, M.D. He is a claims medical consultant to ProNational.
Richard P. Horsch, M.D. He is a retired anesthesiologist.
Isaac J. Powell, M.D. He is an Associate Professor in Urology in Department of Urology, Wayne State
University School of Medicine, Detroit, Michigan.
Ann F. Putallaz, Ph.D. She is a Vice President and Director of Retirement Services of Munder Capital
Management, Birmingham, Michigan, which is the investment advisor to The Munder Funds, a
Maryland corporation and an open-end investment company registered under the Investment
Company Act of 1940.
William H. Woodhams, M.D. He is Board certified in family practice and his practice is located in
Kalamazoo, Michigan.
Donald S. Young, Esq. He is a principal of Dykema Gossett PLLC, a law firm headquartered at 400
Renaissance Center, Detroit, Michigan 48243.
</TABLE>
-18-
<PAGE> 19
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
<S> <C>
William H. Woodhams Chairman.
Victor T. Adamo President and Chief Executive Officer.
Eliot H. Berg, M.D. Vice-Chairman.
Ann F. Putallaz Vice-Chairman.
R. Kevin Clinton Vice President
John F. Lang Vice President, Treasurer, Chief Financial Officer, Chief Accounting
Officer and Secretary.
William P. Sabados Chief Information Officer.
</TABLE>
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<PAGE> 20
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF PRONATIONAL INSURANCE COMPANY
The names, business addresses and present principal occupations of the directors
and executive officers of ProNational Insurance Company are set forth below. If
no business address is given, the director's or executive officer's business
address is 2600 Professionals Drive, Okemos, Michigan 48864. Unless otherwise
indicated, the business address of each ProNational director or executive
officer is also the business address of such person's employer, if any. Unless
otherwise indicated, all directors and executive officers listed below are
citizens of the United States.
DIRECTORS
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
<S> <C>
Victor T. Adamo Chairman, President and Chief Executive Officer of ProNational. He is also
President and Chief Executive Officer of Professionals Group, the Chairman and
a Director of MHC, and the Chairman and a Director of MEEMIC.
John O. Bashant Senior Vice President, Operations and Underwriting - North Central Region, of
ProNational.
William D. Baxter Chief Financial Officer and Treasurer of ProNational.
Jeffrey L. Bowlby Senior Vice President, Marketing Sales - North Central Region, of ProNational.
John F. Lang Senior Vice President and Secretary of ProNational. He is also Vice President, Treasurer,
Chief Financial Officer, Chief Accounting Officer and Secretary of Professionals Group.
Joseph O. Marker Senior Vice President of ProNational.
William P. Sabados Chief Information Officer of Professionals Group. He is also the Chief
Information Officer of ProNational and of MEEMIC.
Darryl K. Thomas Senior Vice President, Claims - North Central Region, of ProNational.
</TABLE>
-20-
<PAGE> 21
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
<S> <C>
Victor T. Adamo Chairman, President and Chief Executive Officer.
John O. Bashant Senior Vice President, Operations and Underwriting - North Central Region.
William D. Baxter Chief Financial Officer and Treasurer.
Jeffrey L. Bowlby Senior Vice President, Marketing & Sales.
John F. Lang Senior Vice President and Secretary.
Joseph O. Marker Senior Vice President and Chief Actuary.
William P. Sabados Chief Information Officer.
Darryl K. Thomas Senior Vice President, Claims.
</TABLE>
-21-
