FOREMOST CORP OF AMERICA, S-8, 1998-09-22

FOREMOST CORP OF AMERICA
S-8, 1998-09-22
FIRE, MARINE & CASUALTY INSURANCE

Previous: CARNEGIE FINANCIAL CORP /PA/, 8-K, 1998-09-22

Next: FOREMOST CORP OF AMERICA, S-8, 1998-09-22

<PAGE>
Registration No. 333-____________
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

FOREMOST CORPORATION OF AMERICA
(Exact Name of Registrant as Specified in Its Charter)
__________________

MICHIGAN 38-1863522
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

5600 BEACH TREE LANE, CALEDONIA, MICHIGAN 49316
(Address of Principal Executive Offices) (Zip Code)

Mailing Address: P.O. BOX 2450, GRAND RAPIDS, MICHIGAN, 49501

FOREMOST CORPORATION OF AMERICA
STOCK OPTION PLAN OF 1998
(Full Title of the Plan)

PAUL D. YARED Copies to: TASHIA L. RIVARD
SENIOR VICE PRESIDENT AND SECRETARY WARNER NORCROSS & JUDD LLP
FOREMOST CORPORATION OF AMERICA 900 OLD KENT BUILDING
P.O. BOX 2450 111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49501 GRAND RAPIDS, MICHIGAN 49503-2487

(Name and Address of Agent for Service)
(616) 942-3000
(Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE<F1><F2> OFFERING PRICE<F1><F2> REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, 750,000 shares<F3> $19.47 $14,602,500 $4,307.74
$1.00 par value

<PAGE>
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee.

<F2> On September 21, 1998, the average of the high and low prices of the
Common Stock of Foremost Corporation of America was $19.47 per
share. The registration fee is computed in accordance with Rule
457(h) and (c).

<F3> Plus an indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of stock dividends or certain
other capital adjustments.
</FN>
</TABLE>

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

<PAGE>
PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Foremost Corporation of America
("Foremost" or the "Registrant") with the Securities and Exchange
Commission are incorporated in this registration statement by reference:

(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997.

(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the Registrant's latest fiscal
year covered by the financial statements included in the Annual
Report referred to in (a) above.

(c) The registration statement on Form 8-A for the
Registrant's Common Stock, containing a description of such
stock, filed with the Commission on July 1, 1998.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities remaining unsold from the
date of filing of such documents shall be deemed to be incorporated by
reference in this registration statement and to be a part of this
registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

The class of securities to be offered is registered under Section
12 of the Exchange Act. A description of such securities has been
incorporated by reference in Item 3(c) above.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Articles of Incorporation and Bylaws generally
require the Company to indemnify its directors and officers to the fullest
extent permissible under Michigan law against all expenses (including
amounts paid in settlement) incurred in any proceeding (whether or not such
proceeding was by or in the right of the Company) in which they were a
party because of their position as a director or officer of the Company or
because they served at the request of the Company as a director, officer,
employee or agent of another corporation or entity. The provision also
provides for the advancement of litigation expenses at the request of a
director or officer under certain circumstances. Pursuant to Indemnity
Agreements entered into between the Company and its directors and officers,
the Company is not required to indemnify a director or officer (i) with
respect to remuneration paid in violation of law; (ii) on account of
conduct that is knowingly fraudulent, deliberately dishonest or willful
misconduct; (iii) on account of conduct that is in bad faith, that the
director or officer did not reasonably believe to be in or not opposed to
the best interests of the Company and its shareholders, or that produced an
unlawful benefit; (iv) with respect to a criminal proceeding if the
director or officer had no reasonable cause to believe the conduct was
unlawful; (v) if a final decision by a court determines that
indemnification is not lawful; (vi) in connection with any proceeding
initiated by the director or officer of the Company or any director,
officer, employee, agent or fiduciary of the Company (in such capacity)
unless the Company consents to the initiation of the proceeding or the
proceeding relates to enforcement of rights under the Indemnity Agreement.

Michigan law generally permits indemnification of expenses
incurred in the defense or settlement of a derivative or third-party
action, provided that there is a determination by a majority vote of
disinterested directors (even though less than a quorum), by a majority
vote of members of a committee of two or more disinterested directors, by a
majority vote of independent, disinterested directors (even though less
than a quorum), if there are no independent directors and less than two
disinterested directors, by a majority vote of all directors, or by the
shareholders, except that shares held by directors, officers, employees or
agents who are parties to the proceeding may not vote on the determination,
that the person seeking indemnification acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to a criminal proceeding,
which the person had no reasonable cause to believe the person's conduct
was unlawful. Without court approval, however, no indemnification may be
made in respect of any derivative action in which the person is adjudged
liable to the corporation. Michigan law requires indemnification of
expenses when the individual being indemnified has successfully defended
the action on the merits or otherwise.

3
<PAGE>
All of the above provisions could affect the liability of
Foremost's directors and officers in their capacities as such.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits have been filed or incorporated by
reference as part of this registration statement:

EXHIBIT
NUMBER DOCUMENT

4.1 Articles of Incorporation as amended. Previously filed as an
exhibit to the Company's Definitive Proxy Statement filed on
March 25, 1998, and incorporated herein by reference.

4.2 Bylaws. Previously filed as an exhibit to the Company's
Definitive Proxy Statement filed on March 25, 1998, and
incorporated herein by reference.

4.3 Form of Specimen Certificate. Previously filed as an exhibit to
the Company's Form 8-A Registration Statement filed on July 1,
1998, and here incorporated by reference.

4.4 Rights Agreement, as amended. Previously filed as an exhibit to
the Company's Registration Statement on Form 8-A, effective
January 8, 1990, and incorporated herein by reference.

5 Opinion of Legal Counsel.

23.1 Consent of BDO Seidman, LLP.

23.2 Consent of Legal Counsel. Included in Exhibit 5 above.

24 Power of Attorney.

4
<PAGE>
ITEM 9. UNDERTAKINGS.

(a) 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 of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 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 registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating

5
<PAGE>
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
that remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in 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.

(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities 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.

6
<PAGE>
SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Caledonia and
the State of Michigan, on this 16th day of September, 1998.

FOREMOST CORPORATION OF AMERICA

By /S/ R. L. ANTONINI
R. L. Antonini
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE

/S/ JOHN C. CANEPA Director September 16, 1998
John C. Canepa

/S/ MICHAEL DE HAVENON Director September 16, 1998
Michael de Havenon

/S/ ARTHUR E. HALL Director September 16, 1998
Arthur E. Hall

/S/ RICHARD A. KAYNE Director September 16, 1998
Richard A. Kayne

/S/ LARRY J. ORANGE Director September 16, 1998
Larry J. Orange

/S/ JOSEPH A. PARINI Director September 16, 1998
Joseph A. Parini

/S/ ROBERT M. RAIVES Director September 16, 1998
Robert M. Raives

7
<PAGE>
SIGNATURE TITLE DATE

/S/ MICHAEL B. TARGOFF Director September 16, 1998
Michael B. Targoff

/S/ ROBERT WOUDSTRA Director, Executive Vice September 16, 1998
Robert Woudstra President and Treasurer
(Principal Accounting
Financial Officer)

/S/ R. L. ANTONINI Director, President and September 16, 1998
R. L. Antonini Chief Executive Officer
(Principal Executive
Officer)

8
<PAGE>
INDEX TO EXHIBITS

EXHIBIT
NUMBER DOCUMENT

4.1 Articles of Incorporation as amended. Previously filed as an
exhibit to the Company's Definitive Proxy Statement filed on
March 25, 1998, and incorporated herein by reference.

4.2 Bylaws. Previously filed as an exhibit to the Company's
Definitive Proxy Statement filed on March 25, 1998, and
incorporated herein by reference.

4.3 Form of Specimen Certificate. Previously filed as an exhibit to
the Company's Form 8-A Registration Statement filed on July 1,
1998, and here incorporated by reference.

4.4 Rights Agreement, as amended. Previously filed as an exhibit to
the Company's Registration Statement on Form 8-A, effective
January 8, 1990, and incorporated herein by reference.

5 Opinion of Legal Counsel.

23.1 Consent of BDO Seidman, LLP.

23.2 Consent of Legal Counsel. Included in Exhibit 5 above.

24 Power of Attorney.

<PAGE>
EXHIBIT 5

[FOREMOST CORPORATION OF AMERICA LETTERHEAD]

September 22, 1998

Foremost Corporation of America
P.O. Box 2450
Grand Rapids, Michigan 49501

Re: REGISTRATION STATEMENT OF FORM S-8
750,000 SHARES OF COMMON STOCK

Gentlemen:

As Senior Vice President, Secretary and General Counsel of Foremost
Corporation of America, a Michigan corporation (the "Company"), I have
acted as counsel to the Company in connection with the Company's
Registration Statement on Form S-8 (the "Registration Statement") filed
with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to the registration of 750,000 shares (the
"Shares") of Common Stock, par value $1 per share, of the Company in
connection with the Foremost Corporation of America Stock Option Plan of
1998 (the "Plan").

In such capacity I have examined the Company's Articles of Incorporation
and Bylaws and such other corporate records of the Company, documents and
certificates of public officials and others as I have deemed necessary as a
basis for the opinion hereinafter expressed.

Based upon the foregoing and having regard for such legal considerations
as I deem relevant, I am of the opinion that the Shares have been duly
authorized and, when issued in accordance with the Plan, will be fully
paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption
"Legal Opinions" therein.

Very truly yours,

/S/ PAUL D. YARED

Paul D. Yared
Senior Vice President, Secretary
and General Counsel

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Foremost Corporation of America
Grand Rapids, Michigan

We hereby consent to the incorporation by reference in this Registration
Statement of Foremost Corporation of America for its Stock Option Plan of 1998
on Form S-8 of our reports dated February 17, 1998, relating to the
consolidated financial statements and schedules of Foremost Corporation of
America appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.

/s/ BDO Seidman, LLP

Grand Rapids, Michigan
September 22, 1998

<PAGE>
EXHIBIT 24

LIMITED POWER OF ATTORNEY

The undersigned, in his capacity as a director or officer, or
both, as the case may be, of Foremost Corporation of America, does hereby
appoint RICHARD L. ANTONINI, F. ROBERT WOUDSTRA, and PAUL D. YARED, or any
of them, his attorneys or attorney to execute in his name a Registration
Statement of Foremost Corporation of America on Form S-8 for the Stock
Option Plan of 1998, and any amendments to the Form S-8, and to file it
with the Securities and Exchange Commission. Each attorney shall have
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act to be done in the
premises as fully and to all intents and purposes as the undersigned could
do in person, and the undersigned hereby ratifies and approves the acts of
such attorneys.

Dated: September 16, 1998 /S/ JOHN C. CANEPA
John C. Canepa