<PAGE>
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 30, 1998
FOREMOST CORPORATION OF AMERICA
(Exact Name of Registrant as Specified in Charter)
MICHIGAN 0-6478 38-1863522
(State or Other Jurisdic- (Commission (IRS Employer
tion of Incorporation) File Number) Identification No.)
5600 BEECH TREE LANE
CALEDONIA, MICHIGAN 49316
(Address of Principal Executive Offices) (Zip Code)
Mailing Address: POST OFFICE BOX 2450, GRAND RAPIDS, MICHIGAN 49501
(616) 942-3000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
===========================================================================
<PAGE>
ITEM 5. OTHER EVENTS.
On February 23, 1998, the Board of Directors of Foremost Corporation of
America (the "COMPANY") adopted a resolution whereby the Company would
enter into an Agreement and Plan of Merger (the "PLAN OF MERGER") which
provided for the merger (the "MERGER") of the Company with and into a
wholly owned subsidiary of the Company. The purpose of the Plan of Merger
was to change the Company's state of incorporation from Delaware to
Michigan. The Company's stockholders approved the Plan of Merger at the
Annual Meeting of Stockholders held on April 30, 1998.
The Merger became effective on June 30, 1998. The Merger does not affect
the business, properties or management of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS.
(a) Not required.
(b) Not required.
(c) Exhibits:
2.1 Agreement and Plan of Merger. Previously filed as an
appendix to the Company's Definitive Proxy Statement
filed on March 25, 1998, and incorporated herein by
reference.
4.1 Articles of Incorporation. Previously filed as an
appendix to the Company's Definitive Proxy Statement
filed on March 25, 1998, and incorporated herein by
reference.
4.2 Bylaws. Previously filed as an appendix to the
Company's Definitive Proxy Statement filed on March 25,
1998, and incorporated herein by reference.
4.3 Form of Specimen Stock Certificate. Previously filed
as an exhibit to the Company's Registration Statement
on Form 8-A filed on June 30, 1998, and incorporated
herein by reference.
99 Press Release
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: July 1, 1998 FOREMOST CORPORATION OF AMERICA
By: /S/ RICHARD L. ANTONINI
Richard L. Antonini
Chairman, Chief Executive Officer and
President
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
99 Press Release
<PAGE>
EXHIBIT 99
FOR: Release at 8:30 a.m. CONTACT: Paul D. Yared
Wednesday, July 1, 1998 (616) 956-3558
FOREMOST CORPORATION OF AMERICA
REINCORPORATES IN MICHIGAN
GRAND RAPIDS, Michigan - July 1, 1998 - Foremost Corporation of America
(NYSE: FOM) changed its state of incorporation from Delaware to Michigan
yesterday, June 30, 1998. The reincorporation was accomplished through the
merger of Foremost Corporation of America into its wholly owned Michigan
subsidiary, Foremost-Michigan Corporation.
The Foremost Corporation of America Board of Directors approved the merger
on February 23, 1998, shareholders voted their approval at the
corporation's annual meeting on April 30, 1998.
On the merger's effective date, each issued and outstanding share of common
stock of Foremost Corporation of America was automatically converted into a
share of common stock of Foremost-Michigan Corporation. Shareholders
should retain their existing stock certificates as an exchange of
certificates is not required. In the merger, Foremost-Michigan Corporation
was renamed Foremost Corporation of America in the merger.
"By reincorporation from Delaware to Michigan, Foremost will pay
significantly less in franchise tax. Since Foremost was incorporated in
Delaware in 1967, the Michigan corporate law has evolved to accommodate
corporations and provides a corporate environment very similar to what
<PAGE>
Delaware offers. We believe it's in the best interest of Foremost and its
shareholders to make this change," said Richard L. Antonini, Foremost
Chairman, President and Chief Executive Officer.
"This merger has no effect on our day-to-day business, our properties or
our management," Antonini added. "Our directors and officers remain the
same as before."
The subsidiaries of Foremost Corporation of America specialize in mobile
home, motor home, travel trailer, dwelling fire, and direct-market auto and
homeowners insurance. Foremost insurance subsidiaries have an A+
(Superior) rating from A.M. Best, and were named as among 1997's most
financially sound insurance companies in the country by Ward Financial
Group.
