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As filed with the Securities and Exchange Commission on March 27, 1997
REGISTRATION STATEMENT NO. _____
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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MEADOWBROOK INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2626206
(State of Incorporation) (IRS Employer Identification Number)
26600 Telegraph Rd., Suite 300
Southfield, Michigan 48034
(810) 358-1100
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
MICHAEL G. COSTELLO, ESQ.
Vice President and General Counsel
Meadowbrook Insurance Group, Inc.
26600 Telegraph Rd., Suite 300
Southfield, Michigan 48034
(810) 358-1100
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
BARBARA A. BLUFORD, ESQ.
Bodman, Longley & Dahling LLP
100 Renaissance Center, 34th Floor
Detroit, Michigan 48243
(313) 259-7777
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each
class of securities Proposed maximum Proposed maximum
to be Amount to be offering price per aggregate offering Amount of
registered registered share (1) price (1) registration fee
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 500,000 $23.69 $11,845,000 $3,590
</TABLE>
(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for
the purpose of determining the registration fee and based on the average of the
high and low price reported on the New York Stock Exchange on March 24, 1997.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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PROSPECTUS
MEADOWBROOK INSURANCE GROUP, INC.
500,000 SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
MEADOWBROOK INSURANCE GROUP, INC. STOCK PLAN:
A DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
Meadowbrook Insurance Group, Inc., a Michigan corporation (the "Company")
hereby offers participation in its Meadowbrook Insurance Group, Inc. Stock
Plan, a Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan"). The
Plan provides investors with a convenient method of investing cash dividends
and making optional cash investments to purchase shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), without payment of any
brokerage commission or service charge.
Investors electing to participate in the Plan may:
- Acquire additional shares of Common Stock automatically by
reinvesting cash dividends in additional shares of Common Stock.
- Make an initial investment in Common Stock with a cash payment
of at least $250 or, if already a holder of Common Stock, make
optional cash payments at any time of at least $25 for any single
investment, up to a maximum of $50,000 per calendar year.
- Deposit certificates representing Common Stock into the Plan for
safekeeping.
- Receive, upon written request, certificates for whole shares of
Common Stock credited to Plan accounts.
- Sell shares of Common Stock credited to Plan accounts through the
Plan.
Shares of Common Stock will be purchased under the Plan, at the option of
the Company, from newly issued shares or shares purchased in the open market.
All purchases will be done through First Chicago Trust Company of New York
("First Chicago Trust"). The Common Stock is listed on the New York Stock
Exchange ("NYSE"). The closing price of the Common Stock on March 24, 1997 on
NYSE was $23.75
The purchase price of newly issued shares of Common Stock purchased under
the Plan for an Investment Date (as hereinafter defined) will be the closing
price on the NYSE on the Investment Date, or, if that date is not a trading
day, the trading day immediately preceding that day. The price of shares of
Common Stock purchased in the open market will be the average cost of all
shares purchased by First Chicago Trust's broker in relation to the applicable
Investment Date. To fulfill Plan requirements, shares of Common Stock may be
purchased in the open market or in privately negotiated transactions, or from
the Company. At present, it is expected that such shares will be purchased in
the open market. The price of any shares purchased in the open market will be
the weighted average price per share of all shares purchased (excluding
brokerage commissions and any other costs of purchase), which are paid by the
Company with respect to the relevant Investment Date. The price of any shares
purchased from the Company will be the closing price of Common Stock as
reported on the New York Stock Exchange consolidated tape on the relevant
Investment Date.
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Shareholders who elect not to participate will continue to receive cash
dividends, as declared, in the usual manner. The terms of this Prospectus apply
to dividends reinvested and optional payments made on and after __________,
1997. This Prospectus sets forth the provisions of the Plan and, therefore,
this Prospectus should be retained by participants in the Plan ("Participants")
for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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The date of this Prospectus is March , 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at public
reference facilities of the Commission at Room 1024, 450 Fifth Street, NW,
Washington, DC 20549, and at the Commission's Regional Offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and at 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, NW, Washington, DC 20549, at prescribed rates.
The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically, including the Company. The address of such site is
http://www.sec.gov. Such reports, proxy statements and other information
concerning the Company may also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed under the Exchange Act with the Commission,
File No. 1-4094, are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended December
31, 1995; and
(2) the Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996; and
(3) the description of the Common Stock contained in a registration
statement on Form 8-A dated September 14, 1995 filed under the Exchange Act and
any amendments or reports filed with the Commission for the purpose of updating
such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference into this Prospectus and to be part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be modified
or superseded, for purposes of this Prospectus, to the extent that a statement
contained herein or in any other subsequently filed document which is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
(i)
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Any person, including any beneficial owner, receiving a copy of this
Prospectus may obtain without charge, upon request, a copy of any of the
foregoing documents incorporated by reference other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents. Requests for copies should be directed in writing or by
telephone to the Investor Relations Department, Meadowbrook Insurance Group,
Inc., 26600 Telegraph Road, Suite 300, Southfield, Michigan 48034, telephone
(810) 358-1100.
(ii)
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THE COMPANY AND ITS SUBSIDIARIES
The Company is a Michigan corporation which was originally incorporated in
1985 under the name Star Holding Company. In November 1995, the Company changed
its name and acquired Meadowbrook, Inc. ("Meadowbrook"). Meadowbrook was
founded in 1955 as the Meadowbrook Insurance Agency and was subsequently
incorporated in 1965. The Company's principal offices are at 26600 Telegraph
Road, Suite 300, Southfield, Michigan 48034, telephone (810) 358-1100.
The Company serves as a holding company for not only Meadowbrook but also
Star Insurance Company ("Star"), Savers Property and Casualty Insurance Company
("Savers"), and American Indemnity Insurance Company, Limited ("American
Indemnity"). Star was formed in 1985 as a subsidiary of Star Holding Company.
Star then acquired Savers in 1990, and the Company acquired American Indemnity
in 1994. In an initial public offering in November 1995, 27% of the Company's
Common Stock was sold to the public.
Star, a Michigan corporation, was formed as an admitted carrier in 1985
and today is licensed to write all lines of property and casualty insurance in
46 states and the District of Columbia.
Savers, a Missouri corporation, provides all lines of property and
casualty insurance on a surplus lines basis. Collectively, Star and Savers are
authorized to write business, on either an admitted or surplus lines basis, in
all 50 states.
American Indemnity was acquired to enhance the Company's ability to offer
clients rent-a-captive risk-sharing program.
Meadowbrook, a Michigan corporation, is the largest independent insurance
agency in Michigan, and provides a wide variety of traditional and alternative
risk management services. Its clients include public entities, professional and
trade associations, businesses and individuals.
In November, 1996, the Company acquired Association Self Insurance
Services, Inc. ("ASI") in Montgomery, Alabama. ASI provides third party
administration services to self-insurance trusts in Alabama and recorded
fee-based revenues of $5.2 million for its fiscal year ending September 30,
1996. The Company purchased the stock of ASI for cash consideration of
$5,237,113, of which $3,345,016 was held back until certain long-term client
contracts were renewed. Of this, $2,995,293 was paid in January, 1997, with
balance due upon a final renewal in December, 1997. The Company also assumed a
servicing tail liability estimated at $1.5 million under the life of claims
contracts. This transaction will not have a material affect on the Company's
financial condition.
In December, 1996, the Company announced a five year joint underwriting
agreement with Connecticut Surety Company ("Connecticut Surety"), transferring
its risk in its surety bond business. The Company's insurance company, Star,
will act as a policy issuing carrier for surety bonds in states where
Connecticut Surety is not licensed. The Company's surety operations in
Southfield, Michigan, Reno, Nevada, San Jose, California and Las Vegas, Nevada
will become underwriting, claims and production offices of Connecticut Surety
along with the Company's existing employees in those offices.
<PAGE> 8
Connecticut Surety also agreed to assume the unearned premium and the
associated underwriting risks on the bulk of the Company's existing surety
business. The effect of the risk transfer would reduce future net written
premium by approximately $22 million on an annual basis based upon 1996
year-to-date results through September 30, 1996. Along with transferring the
associated underwriting risks of that business, the Company will continue to
earn ceding commissions and other fees for the duration of the agreement.
MEADOWBROOK INSURANCE GROUP, INC. STOCK PLAN
PURPOSE. The purpose of the Meadowbrook Insurance Group, Inc. Stock Plan
is to provide existing and potential investors in the Company with an
expense-free and convenient way to purchase shares of Common Stock and to
reinvest all or a portion of the investors' cash dividends from shares of the
Company in additional shares of Common Stock.
ADVANTAGES.
- A person participating in the Plan (a "Participant") may elect
to have all, a portion or none of the cash dividends automatically
reinvested.
- An investor not presently owning shares of Common Stock may
become a Participant by making an initial cash investment for the
purchase of Common Stock of at least $250. The Administrator will
waive the $250 minimum initial investment for first time investors
choosing to make their initial purchase and subsequent ongoing
purchases through the automatic investment feature. Using this
feature, new investors may purchase shares on a regular monthly
basis by authorizing automatic withdrawals of $50 per month for at
least five consecutive months from a designated bank account. Plan
services are available to any shareholder of record, even if you
own only one share.
- A Participant may invest additional funds in Common Stock
through optional cash investments of at least $25 for any single
investment up to $50,000 per calendar year.
- A Participant will pay no brokerage commissions or fees for
shares purchased through the Plan.
- A Participant may deposit Common Stock certificates, at no
cost, in the Plan for safekeeping and to facilitate the transfer or
sale of shares through the Plan in a convenient and efficient
manner.
- A Participant's funds are fully invested in Common Stock
through the purchase of whole shares and fractional shares.
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- A Participant may direct the Administrator to transfer, at no cost,
all or a portion of shares of Common Stock credited to the
Participant's Plan Account (including those shares deposited into
the Plan for safekeeping).
- A Participant may sell shares of Common Stock credited to the
Participant's Account.
- A Participant will receive a transaction advice after each
transaction.
DISADVANTAGES.
- A Participant has no control over the time or price at which
Common Stock is purchased or sold for the Participant's Account.
- Optional and initial cash investments must be received by the
Administrator prior to an Investment Date to be invested beginning
on that Investment Date. Otherwise, the investment will be held by
the Administrator and invested beginning on the next Investment
Date.
- No interest will be paid on funds held by the Administrator
pending investment under the Plan. Participants bear the market
risk associated with fluctuations in the price of Common Stock.
ADMINISTRATION. First Chicago Trust (the "Administrator") will administer
the Plan, purchase and hold on behalf of Participants shares of Common Stock
acquired under the Plan, keep records, send statements of account activity to
Participants, and perform other duties related to the Plan.
PROGRAM FEES, COMMISSIONS AND MINIMUM/MAXIMUM INVESTMENTS.
MINIMUM AND MAXIMUM INVESTMENTS.
- The minimum initial investment by new shareholders is $250 by
check or money order, or $50 through the automatic investment
feature with a minimum of 5 (five) consecutive purchases.
- The minimum for additional investments by check or money order is
$25.
- The minimum for additional investments using the automatic
investment feature is $25.
- Additional investments, including automatic investments, are
subject to a maximum annual limit of $50,000 per calendar year.
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PROGRAM FEES AND COMMISSIONS.
PARTICIPATION-- NO CHARGE
TERMINATION-- NO CHARGE
CUSTODY SERVICES/CERTIFICATE SAFEKEEPING-- NO CHARGE REQUEST FOR
CERTIFICATES-- NO CHARGE
AUTOMATIC DEPOSIT OF DIVIDENDS-- NO CHARGE
INITIAL INVESTMENTS-- NO CHARGE TO YOU. The Company pays your transaction
processing fee and applicable brokerage commissions.
ADDITIONAL INVESTMENTS-- NO CHARGE TO YOU. The Company pays your
transaction processing fee and applicable brokerage commissions.
AUTOMATIC INVESTMENTS-- NO CHARGE TO YOU. The Company pays your
transaction processing fee and applicable brokerage commissions.
REINVESTMENT OF DIVIDENDS-- NO CHARGE TO YOU. The Company pays your
transaction processing fee and applicable brokerage commissions.
SALE OF SHARES-- Each sale will entail a transaction processing fee plus
any applicable brokerage commission. Fees will be deducted from the proceeds
derived from the sale. Contact the Administrator at 1-800-519-3111 for
information regarding the current fee schedule.
ALL CORRESPONDENCE AND INQUIRIES CONCERNING THE PLAN SHOULD BE DIRECTED TO:
The Meadowbrook Insurance Group, Inc. Stock Plan
c/o First Chicago Trust Company
P.O. Box 2598
Jersey City, NJ 07303-2598
Be sure to include a reference to the Meadowbrook Insurance Group, Inc. in
your correspondence.
TELEPHONE
SHAREHOLDER CUSTOMER SERVICE, INCLUDING SALE OF SHARES: 1-800-519-3111
Normal Hours: 8:00 am - 10:00 pm Eastern time each business day
8:00 am - 3:30 pm Eastern time Saturdays
Customer Service Representatives are available 8:30 am - 7:00 pm Eastern
time each business day.
NON-SHAREHOLDERS REQUESTING PLAN MATERIAL: 1-800-649-2579
Available 24 hours a day, every day of the year.
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INTERNET: Messages forwarded on the Internet will be responded to within
one business day. The Fist Chicago Trust Internet address is
"HTTP://WWW.FCTC.COM"
E-MAIL: First Chicago Trust's E-mail address is "[email protected]"
TDD: 1-201-222-4955 Telecommunications Device for the hearing impaired.
FOREIGN LANGUAGE TRANSLATION SERVICE for over 140 foreign languages is
available to support the needs of the Company's shareholder base.
ELIGIBILITY. Any person or entity, whether or not a shareholder of record
of the Common Stock, is eligible to participate in the Purchase Plan, provided
that (i) such person or entity fulfills the prerequisites for participation
described below and (ii) in the case of citizens or residents of a country
other than the United States, its territories and possessions, participation
would not violate local laws applicable to the Company, the Plan and the
Participant.
ENROLLMENT. Record or registered holders of Common Stock may join the
Plan at any time after being furnished with a copy of this Prospectus and
completing an Enrollment Authorization Form. Request for copies of Enrollment
Authorization Forms, as well as copies of other Plan forms and this Prospectus,
should be made in writing or by telephone to the Administrator's address and
telephone number listed in "Administration" above. Record holders of Common
Stock should be sure to sign their name(s) on the Enrollment Authorization Form
exactly as they appear on their Enrollment Authorization Form.
Beneficial owners, i.e., shareholders whose shares are held in nominee
name by a bank or broker, must (i) become record holders (shareholders who are
registered on the books of the Company by having such shares transferred into
the shareholders' names), or (ii) make arrangements with the broker, bank or
other nominee to participate on the shareholders' behalf.
Investors not presently holding Common Stock may become Participants by
making a minimum initial cash investment of at least $250 through the Plan
with a completed Enrollment Authorization Form.
Any person or entity will become a Participant only after fulfilling the
above prerequisites for participation and a properly completed Enrollment
Authorization Form has been received and accepted by the Administrator.
Requests for copies of Enrollment Authorization Forms and this Prospectus
should be made in writing or by telephone to the Administrator's address and
telephone numbers listed above.
COST. Participants will incur no brokerage commission or service charges
for purchases made under the Plan. All costs of administration of the Plan,
including purchase of Plan shares, will be paid by the Company. However,
Participants whose shares are sold by the Plan Administrator
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must pay the sales fee, brokerage commission and applicable taxes for those
shares. The commission on any shares purchased on the open market under the Plan
will be reported as a taxable item.
INITIAL AND OPTIONAL CASH INVESTMENTS. A Participant may make optional
cash investments at any time by delivering to the Administrator (a) a completed
optional cash investment stub which is attached to each Participant's statement
or Enrollment Authorization Form and (b) a personal check or money order
payable to "First Chicago - Meadowbrook". DO NOT SEND CASH. The method of
delivery of any cash investment is at the election and risk of the Participant
or interested investor and will be deemed received when actually received by
the Administrator. There is no obligation to make any optional cash investment.
Interested investors, who are not registered holders of Common Stock, may
become Participants by making a minimum initial cash investment of at least
$250. Cash investments not invested in Common Stock within 35 days of receipt
(except where deferral is necessary under applicable federal or state laws or
regulations) will be promptly returned to the Participant. All cash investments
are subject to collection by the Administrator of full face value in U. S.
funds and will be deemed received when actually received by the Administrator.
Upon a Participant's written request, a refund of an initial or any
optional cash investment, not already invested, will be made, provided the
request is received by the Administrator at least two business days prior to
the next Investment Date. However, no refund of a check or money order will be
made until the funds from such instruments have been collected by the
Administrator.
AUTOMATIC INVESTMENT. Automatic investment enables you to pre-authorize
the Administrator to electronically debit your checking or savings account
(with a U.S. financial institution) each month to purchase additional shares.
This permits you to make regular investments, if you choose, in an amount and
schedule that are comfortable for you, without the inconvenience of writing and
mailing checks.
To initiate automatic investments, you must complete and sign an
Authorization Form for Automatic Deductions and return it to the Administrator.
Authorization forms will become effective as promptly as practicable; however,
you should allow 4-6 weeks for your first investment to be initiated.
Once automatic deductions are begun, funds will be withdrawn from your
bank account on either the 1st or 15th of each month, or both (as chosen by
you), or the next business day if either the 1st or the 15th is not a business
day, and will normally be invested within five business days.
DIVIDEND OPTIONS.
Cash Dividends. You may receive all your dividends in cash. A check for
the full dividend amount will be mailed to you. In lieu of receiving a dividend
check, you may authorize the
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Administrator to electronically credit your checking or savings account on the
dividend payment date.
Dividend Reinvestment. You can reinvest all or part of your dividends in
additional shares of Common Stock. Just notify the Administrator in writing or
use an Enrollment Authorization Form obtainable from the Administrator. You can
change your dividend option at any time.
(NOTE: Participants may elect to receive dividends on any number of full
shares in cash. Remaining dividends are invested in additional shares.)
Dividend payments will be reinvested in Common Stock promptly following
receipt by First Chicago Trust, but in no event later than 30 days after
receipt (except where deferral is necessary under applicable federal or state
laws or regulations).
First Chicago Trust will deposit all funds (dividends and cash
investments) promptly following receipt in an account maintained at First
Chicago NBD Corporation ("First Chicago"), an affiliate of First Chicago Trust.
No interest will be paid on any funds received by First Chicago Trust and held
for First Chicago Trust at its affiliate, First Chicago, pending investment.
INVESTMENT DATES. An "Investment Date" will occur at least once each
week. Optional and initial cash investments will be invested in Common Stock
beginning on the first Investment Date following receipt by the Administrator;
provided, that such investment must be received by the Administrator no later
than two business days prior to an Investment Date to be invested beginning on
that Investment Date. Otherwise, the investment may be held by the
Administrator and invested beginning on the next Investment Date. No interest
will be paid on funds held by the Administrator pending investment. Dividend
and voting rights will commence upon settlement, which is ordinarily three
business days after purchase.
CHANGING PLAN OPTIONS AND WITHDRAWALS. A Participant may change
investment options or withdraw some or all of the Common Stock credited to the
Participant's Account at any time by delivering written instructions to the
Administrator. To be effective with respect to a particular cash dividend, any
instructions to change investment options must be received by the Administrator
on or before the record date relating to such cash dividend payment.
TRANSFERRING PLAN SHARES. If a Participant wishes to change the ownership
of all or part of the Participant's Plan shares through gift, private sale or
otherwise, the Participant may do so by delivering to the Administrator a
written request. The transfer will be done as soon as practicable following the
Administrator's receipt of the required documentation, subject to the
provisions of receipt on or before the record date relating to cash dividend
payment. No fractional shares of Common Stock credited to a Participant's
Account may be transferred unless the Participant's entire Account is
transferred. Request for Account transfers are subject to the same requirements
as for the transfer of securities, including the requirement of receipt by the
Administrator of a properly executed stock assignment with a guarantee of
signatures.
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<PAGE> 14
Shares transferred will continue to be held by the Plan Administrator
under the Plan. An Account will be opened in the name of the transferee, if the
transferee is not already a Participant, and such transferee will automatically
be enrolled in the Plan. All dividends on shares transferred to the
transferee's Plan Account will be reinvested unless otherwise directed by the
transferee.
Transferees will be sent a statement showing the transfer of such shares
into the transferees' Accounts. The transferor may request from First Chicago
Trust a non-negotiable gift certificate which may be presented to the
transferee.
DIRECT DEPOSIT OF DIVIDENDS NOT REINVESTED. A Participant who elects not
to reinvest all cash dividends on shares of Common Stock may receive such
non-reinvested cash dividends by electronic deposit to the Participant's
predesignated bank, savings, or credit union account. To receive a direct
deposit of funds, a Participant must complete and sign a Direct Deposit
Authorization Form and return it to the Plan Administrator. Direct deposit will
become effective as promptly as practicable after receipt of a completed Direct
Deposit Authorization Form. Changes in designated direct deposit accounts may
be made by delivering a completed Direct Deposit Authorization Form to the
Administrator. Cash dividends on shares of Common Stock not designated for
reinvestment and not directly deposited will be paid by check on the applicable
Dividend Payment Date.
PURCHASE OF SHARES. Shares of Common Stock purchased for Participants
under the Plan will be either newly issued shares or, at the Company's option,
shares of Common Stock purchased in the open market by First Chicago Trust's
broker. As of the date of this Prospectus, shares of Common Stock purchased for
Participants under the Plan will be purchased in the open market. The Company
may not change its determination that Common Stock will be purchased for
Participants from the Company or on the open market more than once in any
three-month period. Furthermore, at any time that shares of Common Stock are
purchased for Participants under the Plan in the open market, the Company will
not exercise its right to change the source of purchases of shares of Common
Stock absent a determination by the Company's Board of Directors that the
Company's need to raise equity capital has changed or there is another valid
reason for the change. Purchases of shares of Common Stock from the Company
will be made on the relevant Investment Date at the closing price on the NYSE
on the Investment Date or, if that day is not a trading day, the trading day
immediately preceding that day.
Purchases in the open market may begin on the relevant Investment Date and
should be completed no more than 5 days after that Investment Date. The price
of any shares of Common Stock purchased in the open market for Participants
will be the weighted average purchase price per share of the aggregate number
of shares purchased for the Plan for the relevant Investment Date. Neither the
Company nor any participant will exercise any direct or indirect control or
influence over the times when or prices at which Common Stock may be purchased
for the Plan, the amounts of shares to be purchased, the market on which the
shares are to be purchased or sold, the manner of purchase or sale or the
selection of a broker-dealer through which purchases for the Plan may be
executed.
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<PAGE> 15
Participant's funds will be commingled with those of other participants
for the purpose of executing purchases for shares under the Plan with respect
to the same Investment Date. The number of shares (including any fraction of a
share rounded to three decimal places) of Common Stock credited to the Account
of a Participant for a particular Investment Date will be determined by
dividing the total amount of cash dividends, optional cash investments and/or
initial cash investments to be invested for such Participant on such Investment
Date by the relevant purchase price per share.
CERTIFICATES FOR SHARES. All shares purchased on behalf of a Participant
through the Plan will be held by the Plan. A Participant can, however, at any
time and without charge, obtain a certificate for all or part of the whole
shares of Common Stock credited to the Participant's Plan account by making a
request in writing or by telephone to the Administrator. No certificates for
fractional shares will be issued.
SAFEKEEPING SERVICE. At the time of enrollment in the Plan, or at any
later time, Participants may use the Plan's "Share Safekeeping Service" to
deposit any Common Stock certificates in their possession with the
Administrator. Shares deposited will be transferred into the name of the
Administrator or its nominee and credited to the Participant's account under
the Plan. Thereafter, such shares will be treated in the same manner as shares
purchased through the Plan. By using the Plan's Share Safekeeping Service,
Participants no longer bear the risk associated with loss, theft or destruction
of stock certificates. Also, because shares deposited with the Administrator
are treated in the same manner as shares purchased through the Plan, they may
be transferred or sold through the Plan in a convenient and efficient manner.
INSURED CERTIFICATE MAILINGS. To insure against loss resulting from
mailing stock certificates to the Administrator, the Administrator provides
mail insurance free of charge for certificates valued at up to $25,000.
To be eligible for certificate mailing insurance, an individual investor
must observe the following guidelines. Certificates must be mailed in brown,
pre-addressed return envelopes supplied by the Administrator. Certificates
mailed to the Administrator must be mailed first class. Individual investors
must notify the Administrator of any claim within thirty (30) calendar days of
the date the certificates were mailed. To submit a claim, an individual
investor must be a current Participant or the loss must be incurred in
connection with becoming a Participant. In the latter case, the claimant must
enroll in the Plan at the time the insurance claim is processed. The maximum
insurance protection provided to the Participant and coverage is available only
when the certificates are sent to the Administrator in accordance with the
guidelines described above.
Insurance covers the replacement of shares of stock, but in no way
protects against any loss resulting from fluctuations in the value of such
shares from the time the individual mails the certificates until such time as
replacement can be effected.
-9-
<PAGE> 16
SELLING SHARES. You may sell shares held through the Plan in most cases by
calling the Administrator at 1-800-519-3111. If you prefer, mail your request
using one of the transaction forms provided with each statement and transaction
advice. Certificated shares can be deposited in your Plan account and
subsequently sold through the Plan.
The Administrator will make every effort to process your order on the day
it is received, provided that instructions are received before 1:00 p.m.
Eastern time on a business day during which the Administrator and the relevant
securities markets are open. The proceeds of the sale, less applicable fees and
commissions, will be sent to you.
You have full control of your Plan shares and can transfer or dispose of
them at any time. You may choose to sell shares held for you by the
Administrator through the broker of your choice. If you choose to do so, just
call or write the Administrator. A certificate will be issued and mailed to
you, or your broker (if you request), within 2 business days of the
Administrator's receipt of your request.
REPORTS TO PARTICIPANTS. Each Participant will receive a quarterly
statement showing any dividends reinvested as well as all transactions for the
Participant's Account during the current calendar year. Statements will also be
provided whenever the Participant has made an optional cash investment,
deposited, transferred, or withdrawn shares of Common Stock or had cash
dividend payments reinvested in Common Stock. The Administrator also will send
each Participant a statement promptly after the sale of any Common Stock under
the Plan. Participants should retain these statements in order to establish the
cost basis, for tax purposes, for shares of Common Stock acquired under the
Plan.
Participants will receive copies of all communications sent to holders of
Common Stock. This may include quarterly reports, annual reports, proxy
material, consent solicitation material and Internal Revenue Service
information, if appropriate, for reporting dividend income. All notices,
statements and other communications from the Administrator to Participants will
be addressed to the latest address of record; therefore, it is important that
Participants promptly notify the Administrator in writing of any change of
address.
STOCK DIVIDEND OR STOCK SPLIT. Any stock dividends or split shares of
Common Stock distributed by the Company on Plan shares will be credited pro
rata to each Participant's account in the same manner as shareholders who are
not Plan Participants.
VOTING RIGHTS. Prior to each shareholder meeting, each Participant will
be mailed a proxy representing the shares of Common Stock held in the
Participant's Plan account combined with any other shares of Common Stock
registered in the Participant's name on the record date for such meeting.
Shares of Common Stock credited to a Participant's account will not be voted
unless the Participant provides voting instructions for such shares. All shares
of Common Stock held in a Participant's account will be entitled to one vote
per share.
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<PAGE> 17
TERMINATION OF PARTICIPATION BY A PARTICIPANT. A Participant may at any
time terminate participation in the Plan by telephone or providing written
notice to the Administrator. Unless a Participant requests that the shares held
in the Participant's account be sold, the Administrator will send a stock
certificate for the number of whole shares in the Participant's account and a
check to the Participant equal to the current market value of any fractional
shares in the Participant's account, less any applicable fees and commissions.
If a notice to terminate an account with dividend reinvestment
instructions is received by the Administrator on or after the record date for a
dividend payment, such notice to terminate will not become effective until such
dividend has been reinvested and the shares purchased are credited to the
Participant's account.
If a Participant disposes of all whole shares of Common Stock credited to
the Participant's Plan account and registered in the Participant's name, the
Participant may no longer be eligible to participate in the Plan and a check
equal to the current market value may be issued to him for the fractional
share, less any services fees, any brokerage commissions and any other costs of
sale (and any applicable transfer or withholding taxes).
FEDERAL INCOME TAX CONSEQUENCES. The amount of cash dividends paid to a
Participant by the Company is considered taxable income, even though reinvested
through the Plan. Brokerage commissions paid for a Participant by the Company
will be included as dividend income, for tax purposes, and the amount is to be
added to the cost basis of the shares purchased through the Plan. The
information return sent to a Participant and the Internal Revenue Service
("IRS") at year-end will show as dividend income the amount of dividends
reinvested through the Plan, as well as the amount of any brokerage
commissions.
A Participant will not realize any taxable income when the Participant
receives certificates for whole shares credited to the Participant's Account.
Gain or loss will be recognized by the Participant when the Participant sells
such whole shares and will be recognized by a Participant when a fractional
share credited to the Participant's Account is sold pursuant to the terms of
the Plan. The sale of any whole or fractional shares through the Plan will be
reported to the IRS and a Participant on Form 1099-B.
A Participant should consult with the Participant's personal tax advisor
for advice applicable to the Participant's particular situation.
SUSPENSION, MODIFICATION OR TERMINATION OF PLAN. The Company may suspend,
modify or terminate the Plan at any time, in whole, in part or in respect of
Participants in one or more jurisdictions, without the approval of
Participants. Notice of such suspension, modification or termination will be
sent to all affected Participants, who will in all events have the right to
withdraw from participation. Upon any whole or partial termination of the Plan
by the Company, each affected Participant will receive (i) a certificate for
all of the whole shares of Common Stock credited to the Participant's Account,
(ii) any unreinvested dividends or cash investments credited to the
-11-
<PAGE> 18
Participant's Account, and (iii) a check for the cash value of any fractional
shares of Common Stock credited to the Participant's Account. Such fractional
shares will be valued at the then current market value, less any service fee,
any brokerage commissions and any other costs of sale.
In the event the Company terminates the Plan for the purpose of
establishing another stock purchase and/or dividend reinvestment plan,
Participants will be automatically enrolled in such other plan and shares
credited to the Participant's Plan Accounts will be credited automatically to
such other plans, unless notice to the contrary is received by the Plan
Administrator.
The Company also reserves the right to terminate any Participant's
participation in the Plan at any time for any reason upon written notice to the
Participant at the address appearing on the Administrator's records.
PLAN INQUIRIES. All inquiries concerning the Plan should be directed to
the Administrator (see above). A Participant should include in all
correspondence the Participant's shareholder account number, taxpayer
identification number (social security number), and a day-time telephone number
where the Participant may be contacted during normal working hours to
facilitate a prompt response.
LIMITATION OF LIABILITY. Neither the Company nor the Plan Administrator
(including the Company if it is acting as such) will be liable for any act done
in good faith or for the good faith omission to act in connection with the
Plan, including, without limitation, any claim of liability arising out of
failure to terminate a Participant's Account upon such Participant's death
prior to receipt of notice in writing of such death, or with respect to the
prices at which shares of Common Stock are purchased or sold for the
Participant's Account and the times when such purchases and sales are made, or
with respect to any loss or fluctuation in the market value after the purchase
or sale of such shares. Furthermore, if it appears to the Company that any
Participant is using or contemplating the use of the optional cash payment
investment mechanism in a manner or with the effect that, in the sole judgment
and discretion of the Company, is not in the best interests of the Company or
its shareowners, then the Company may decline to issue all or any portion of
the shares of Common Stock for which any optional cash payment by or on behalf
of such Participants is tendered. Such optional cash payment (or the portion
thereof not to be invested in shares of Common Stock) will be returned by the
Company as promptly as practicable, without interest.
Participants should recognize that the Company cannot assure them of a
profit or protect them against a loss on the shares purchased by them under the
Plan.
Although the Company currently intends to continue the payment of
quarterly dividends on the Common Stock, the payment of dividends will depend
upon future earnings, the financial condition of the Company and other factors.
INTERPRETATION AND REGULATION OF PLAN. The officers of the Company are
authorized to take such actions as may be consistent with the Plan's terms and
conditions. The Company reserves the
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<PAGE> 19
right to interpret and regulate the Plan as the Company deems desirable or
necessary in connection with the Plan's operations.
USE OF PROCEEDS
If newly issued shares of Common Stock are purchased under the Plan, the
proceeds from such sales will be used for general corporate purposes,
including, without limitation, the redemption, repayment or retirement of
outstanding indebtedness of the Company or the advance or contribution of funds
to one or more of the Company's subsidiaries to be used for general corporate
purposes or to increase capital. The Company is unable to estimate the amount
of proceeds from the purchase of such shares of Common Stock by the Plan which
may occur. The Company will not receive any proceeds when shares of Common
Stock are purchased under the Plan in the open market.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the Plan, the
terms of which provide for the purchase of shares of Common Stock, either newly
issued shares or on the open market through the Plan Administrator. As of the
date of this Prospectus, shares of Common Stock purchased for Participants
under the Plan are purchased on the open market. The Plan provides that the
Company may not change its determination regarding the source of purchases of
shares under the Plan more than once in any three month period. The primary
consideration in determining the source of shares of Common Stock to be used
for purchases under the Plan is expected to be the Company's need to increase
equity capital. If the Company does not need to raise funds externally or if
financing needs are satisfied using non-equity sources of funds to maintain the
Company's targeted capital structure, shares of Common Stock purchased for
Participants under the Plan will be purchased on the open market, subject to
the aforementioned limitation on changing the source of shares of Common Stock.
The Company will pay all brokerage commissions incurred on purchases of
shares of Common Stock, administrative costs, and expenses associated with the
Plan. Participants will bear the cost of brokerage commissions related to sales
of shares of Common Stock made in the open market.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 20,000,000 shares
of common stock, $.01 par value per share (the "Common Stock"), and 1,000,000
shares of preferred stock, the par value (not to be less than $.01 per share),
rights, preferences and powers of which may be designated by the Board of
Directors of the Company (the "Preferred Stock"). As of the date of this
Prospectus, there are 8,619,916 shares of Common Stock outstanding, held by
205 holders of record, and no shares of Preferred Stock outstanding. The
Company has no present plans to issue any shares of Preferred Stock.
-13-
<PAGE> 20
Holders of shares of Common Stock have no pre-emptive, redemption,
conversion or sinking fund rights. Holders of shares of Common Stock are
entitled to one vote per share on all matters submitted to a vote of holders of
shares of Common Stock and do not have any cumulative voting rights. In the
event of a liquidation, dissolution or winding-up of the Company, the holders
of shares of Common Stock are entitled to share equally and ratably in the
assets of the Company, if any, remaining after the payment of all debts and
liabilities of the Company and the liquidation preference of any outstanding
shares of Preferred Stock. The outstanding shares of Common Stock are, and the
shares offered by the Company hereby when issued will be, fully paid and
nonassessable. Additional authorized but unissued shares of Common Stock may be
issued by the Board of Directors of the Company without the approval of the
shareholders.
Holders of shares of Common Stock participate ratably in such dividends
and other distributions, if any, as may be declared by the Board of Directors
out of funds legally available for such purposes, subject to the rights of any
outstanding shares of Preferred Stock.
The Articles of Incorporation provide that the Board of Directors will be
divided into three classes, as nearly equal in number as possible, with the
term of office of one class expiring each year. The Board of Directors of the
Company currently consists of thirteen persons. The Articles of Incorporation
provide that to the extent holders of Preferred Stock are given the right,
voting separately or by class or series, to elect directors, such directors
shall not be divided into the foregoing classes.
EXPERTS
The consolidated financial statements and schedule of the Company and its
subsidiaries included in the Company's Annual Report on Form 10-K, incorporated
herein by reference, have been audited by Coopers & Lybrand L.L.P., independent
public accountants, as indicated in the report appearing therein. Such
financial statements and schedule are incorporated therein by reference in
reliance on such report given upon the authority of that firm as experts in
accounting and auditing.
LEGAL OPINIONS
Certain legal matters in connection with the Common Stock offered hereby
have been passed upon for the Company by Bodman, Longley & Dahling LLP,
Detroit, Michigan.
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<PAGE> 21
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES OFFERED BY THIS PROSPECTUS OR AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION OR TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF, OR THAT THE INFORMATION
HEREIN CONTAINED OR INCORPORATED BY REFERENCE IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
----------------------------------------
TABLE OF CONTENTS
PROSPECTUS
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
THE COMPANY AND ITS SUBSIDIARIES
MEADOWBROOK INSURANCE GROUP, INC. STOCK PLAN
USE OF PROCEEDS
PLAN OF DISTRIBUTION
DESCRIPTION OF COMMON STOCK
EXPERTS
LEGAL OPINIONS
MEADOWBROOK INSURANCE PLAN
INC.
500,000 SHARES
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
-------------------------------------
PROSPECTUS
MEADOWBROOK INSURANCE
GROUP, INC. STOCK PLAN:
A DIRECT STOCK PURCHASE
AND DIVIDEND REINVESTMENT PLAN
-------------------------------------
MARCH , 1997
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemized statement of all estimated
expenses in connection with the issuance and distribution of the securities
being registered:
Registration Fees ............................................ $ 3,590
Printing and Engraving Expenses .............................. $ 7,500
Legal Expenses ............................................... $ 5,000
Blue Sky Fees and Expenses ................................... $ 2,500
Accounting Fees and Expenses ................................. 0
NASD Fees .................................................... 0
Miscellaneous ............................................... $ 5,000
-------
TOTAL: ....................................................... $23,590
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Michigan Business Corporation Act provides that, under certain
circumstances, directors, officers, employees and agents of a Michigan
corporation may be indemnified against expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred by them in connection with
settling, or otherwise disposing of, suits or threatened suits to which they
are a party or threatened to be named a party by reason of acting in any of
such capacities if such person acted in a manner such person believed in good
faith to be in, or not opposed to, the best interests of the corporation. The
bylaws of the Company provide for indemnification of officers and directors to
the fullest extent permitted by such Michigan law. The Company's Articles of
Incorporation also limit the potential personal monetary liability of the
members of the Company's Board of Directors to the Company or its stockholders
for certain breaches of their duty of care or other duties as a director. The
Company maintains (i) director and officer liability insurance that provides
for indemnification of the directors and officers of the Company and of its
subsidiaries, and (ii) company reimbursement insurance that provides for
indemnification of the Company and its subsidiaries in those instances where
the Company and/or its subsidiaries indemnified its directors and officers. The
present limits of liability for the director and officer liability insurance
and the company reimbursement insurance policies are $10 million.
II-1
<PAGE> 23
ITEM 16. EXHIBITS.
4.1 Articles of Incorporation of the Company, including Certificate of
Amendment to the Articles of Incorporation, filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-1, Registration No. 33-95528,
and incorporated herein by reference.
5.1 Opinion of Bodman, Longley & Dahling LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Bodman, Longley & Dahling LLP (included in the Opinion filed as
Exhibit 5.1 hereto).
24.1 Power of Attorney, as set forth on the signature page hereof.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933 (the "Securities
Act"), each post-effective amendment to this 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. The undersigned registrant undertakes
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. The
undersigned registrant hereby undertakes to file, during any period in which
offers or sales are being made, a post-effective amendment to this registration
statement 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. 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 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 Securities Act and will be governed
by the final adjudication of such issue.
II-2
<PAGE> 24
SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southfield, State of Michigan, on this 27th day of
March, 1997.
MEADOWBROOK INSURANCE GROUP, INC.
By: /s/ Robert S. Cubbin
----------------------------
Its: Executive Vice President,
Secretary and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
* Chairman, Chief Executive March 27, 1997
- ---------------------- Officer and Director
Merton J. Segal (Principal Executive Officer)
* President and Director March 27, 1997
- ----------------------
Warren D. Gardner
* Executive Vice President, March 27, 1997
- ---------------------- Chief Marketing Officer and
James R. Parry Director
/s/ Robert S. Cubbin Executive Vice President,
- ---------------------- Secretary and Director March 27, 1997
Robert S. Cubbin
* Executive Vice President, March 27, 1997
- ---------------------- Treasurer (Principal
Joseph C. Henry Financial and Accounting
Officer) and Director
* Director March 27, 1997
- ----------------------
David J. Campbell
* Director March 27, 1997
- ----------------------
Joseph S. Dresner
II-3
<PAGE> 25
* Director March 27, 1997
- ---------------------
William K. Good
* Director March 27, 1997
- ---------------------
Hugh W. Greenberg
* Director March 27, 1997
- ---------------------
Florine Mark
* Director March 27, 1997
- ---------------------
Irvin F. Swider
* Director March 27, 1997
- ---------------------
Bruce E. Thal
* Director March 27, 1997
- ---------------------
Herbert Tyner
*By his signature below, Robert S. Cubbin, pursuant to duly executed powers of
attorney filed with the Securities and Exchange Commission, has signed this
Registration Statement on Form S-3 on March , 1997 on behalf of the
above-listed persons designated by asterisks, in the capacities set forth
opposite their respective names.
/s/ Robert S. Cubbin
----------------------------
Robert S. Cubbin
Attorney-in-Fact
II-4
<PAGE> 26
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned officers and directors of
Meadowbrook Insurance Group, Inc., a Michigan corporation, do hereby constitute
and appoint Joseph C. Henry and Robert S. Cubbin, and each of them, the lawful
attorneys and agents or attorney and agent, with power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933 as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereto, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents or
any of them shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated opposite his name.
SIGNATURE TITLE DATE
/s/ Merton J. Segal Chairman, Chief Executive March 5, 1997
- ------------------------- Officer and Director
Merton J. Segal (Principal Executive Officer)
/s/ Warren D. Gardner President and Director March 5, 1997
- -------------------------
Warren D. Gardner
/s/ James R. Parry Executive Vice President, March 5, 1997
- ------------------------- Chief Marketing Officer
James R. Parry and Director
/s/ Robert S. Cubbin Executive Vice President,
- ------------------------- Secretary and Director March 5, 1997
Robert S. Cubbin
/s/ Joseph C. Henry Executive Vice President, March 5, 1997
- ------------------------- Treasurer (Principal
Joseph C. Henry Financial and Accounting
Officer) and Director
/s/ David J. Campbell Director March 9, 1997
- -------------------------
David J. Campbell
II-5
<PAGE> 27
SIGNATURE TITLE DATE
/s/ Joseph S. Dresner Director March 5, 1997
- ----------------------------
Joseph S. Dresner
/s/ William K. Good
- ---------------------------- Director March 5, 1997
William K. Good
/s/ Hugh W. Greenberg Director March 6, 1997
- ----------------------------
Hugh W. Greenberg
/s/ Florine Mark Director March 5, 1997
- ----------------------------
Florine Mark
/s/ Irvin F. Swider Director March 5, 1997
- ----------------------------
Irvin F. Swider
/s/ Bruce E. Thal Director March 5, 1997
- ----------------------------
Bruce E. Thal
/s/ Herbert Tyner Director March 5, 1997
- ----------------------------
Herbert Tyner
II-6
<PAGE> 28
EXHIBIT INDEX
NO. EXHIBIT PAGE
4.1 Articles of Incorporation of the Company, including Certificate
of Amendment to the Articles of Incorporation, filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-1,
Registration No. 33-95528, and incorporated herein by reference.
5.1 Opinion of Bodman, Longley & Dahling LLP
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Bodman, Longley & Dahling LLP (included in the Opinion
filed as Exhibit 5.1 hereto).
24.1 Power of Attorney, as set forth on the signature page hereof.
II-7
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Bodman, Longley & Dahling LLP]
March 27, 1997
Meadowbrook Insurance Group, Inc.
26600 Telegraph Road, Suite 300
Southfield, Michigan 48034
Dear Sirs:
You have requested our opinion in connection with a Registration
Statement on Form S-3 to be filed by Meadowbrook Insurance Group, Inc. (the
"Company") with the Securities and Exchange Commission for registration
pursuant to the Securities Act of 1933, as amended, of 500,000 shares of
Company Common Stock, par value $.01, to be issued in connection with the
Meadowbrook Insurance Group, Inc. Stock Plan, a Direct Stock Purchase and
Dividend Reinvestment Plan (the "Plan").
As counsel for the Company we are familiar with the Plan, and with the
corporate proceedings relating thereto. Based thereon, it is our opinion that
the 500,000 shares of Company Common Stock, par value $.01 registered for
purchase under the Plan, upon the issuance and delivery of such shares in
accordance with and pursuant to the terms of the Plan, will be legally issued,
fully paid and non-assessable, provided, in the case of original issue shares
(if any), the Company receives as consideration an amount at least equal to the
par value thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part thereof.
Very truly yours,
BODMAN, LONGLEY & DAHLING LLP
/s/ Barbara Bowman Bluford
By: Barbara Bowman Bluford, a partner
<PAGE> 1
EXHIBIT 23.1
[Letterhead of Coopers & Lybrand L.L.P.]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated March 15, 1996, on our audits of the consolidated
financial statements and financial statement schedule of Meadowbrook Insurance
Group, Inc. (the Company) which report was incorporated by reference in the
Company's 1995 Annual Report on Form 10-K. We also consent to the reference to
our Firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Detroit, Michigan
March 24, 1997
