<PAGE> 1
As filed with the Securities and Exchange Commission on April 9, 1998
REGISTRATION STATEMENT NO.
-------
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
MEADOWBROOK INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2626206
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
26600 Telegraph Rd., Suite 300
Southfield, Michigan 48034
(Address of Principal Executive Offices) (Zip Code)
MEADOWBROOK INSURANCE GROUP, INC. 1995 STOCK OPTION PLAN
(Full title of the plan)
MICHAEL G. COSTELLO, ESQ.
Vice President and General Counsel
Meadowbrook Insurance Group, Inc.
26600 Telegraph Rd., Suite 300
Southfield, Michigan 48034
(Name and address of agent for service)
(248) 358-1100
(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
_______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price registration fee
(1)
<S> <C> <C> <C> <C>
Common Stock, par value $.01 1,927,500 $31.31 $60,350,025 $18,288
</TABLE>
(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely
for the purpose of determining the registration fee.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
As provided in Instruction C to Form S-8, any prospectus that is to be
used for reoffers and resales of restricted securities must be filed as a part
of a Registration Statement on Form S-8 in accordance with the applicable
requirements of Part I of Form S-3. Accordingly, the Prospectus that is to be
used for reoffers and resales of shares of Common Stock acquired under the
Meadowbrook Insurance Group, Inc. 1995 Stock Option Plan prior to the effective
date of this Registration Statement has been filed as a part of this
Registration Statement.
<PAGE> 3
PROSPECTUS
MEADOWBROOK INSURANCE GROUP, INC.
8,433 SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
This prospectus relates to 8,433 shares (the "Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), of Meadowbrook Insurance
Group, Inc. (the "Company") that may be offered for sale for the account of a
certain shareholder of the Company as stated herein under the heading "Selling
Shareholder."
The Selling Shareholder has advised the Company that sales of the
Shares offered hereunder by him, or by his pledgees, donees, transferees or
other successors in interest, may be made from time to time on the New York
Stock Exchange, through negotiated transactions or otherwise, at market prices
prevailing at the time of the sale or at negotiated prices. The Shares may
be sold by one or more of the following methods: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the Shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. Sales may be made pursuant to this Prospectus to or through
broker-dealers who may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholder or the purchasers of
Common Stock for whom such broker-dealer may act as agent or to whom they may
sell as principal, or both (which compensation as to a particular broker-dealer
may be in excess of customary commissions). One or more supplemental
prospectuses will be filed pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Securities Act"), to describe any material arrangements
or the sale of the Shares offered hereunder when such arrangements are entered
into by the Selling Shareholder and any other broker-dealers that participate
in the sale of the Shares.
The Selling Shareholder and any broker-dealers or other persons acting
on his behalf in connection with the sale of Common Stock hereunder may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit realized by them on their sale of
Common Stock as principals may be deemed to be underwriting commissions under
the Securities Act. As of the date hereof, there are no special selling
arrangements between any broker-dealer or other person and the Selling
Shareholder.
No period of time has been fixed within which the Shares may be offered
or sold. None of the proceeds from the sale of the Shares will be received by
the Company. The Company will pay all expenses with respect to this offering,
except for brokerage fees and commissions and transfer taxes for the Selling
Shareholder, which will be borne by the Selling Shareholder.
<PAGE> 4
The Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "MIG". The closing price of the Common Stock on April 5, 1998
on the NYSE was $31.31.
_________________________________
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.
_________________________________
The date of this Prospectus is April 9, 1998.
<PAGE> 5
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, 1997; and
(2) 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)
<PAGE> 6
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
(248) 358-1100.
(ii)
<PAGE> 7
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 (248) 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.
On July 1, 1997, the Company acquired Crest Financial Corporation
("Crest"), which wholly owns, among other companies, Williamsburg National
Insurance Company ("Williamsburg"). Williamsburg, a California corporation, was
formed as an admitted carrier in 1986 and today is licensed to write all lines
of property and casualty insurance in four states. Crest, a Nevada corporation,
is an independent insurance agency located in the State of California which
provides a variety of traditional and alternative risk management services to
its clients, which primarily include the trucking industry.
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.
SELLING SHAREHOLDER
This Prospectus relates to the offering of 8,433 shares of Common Stock of
the Company by the Selling Shareholder, Warren D. Gardner, which were acquired
under the Meadowbrook Insurance Group, Inc. 1995 Stock Option Plan (the "Plan").
Mr. Gardner has been the Vice Chairman and a director of the Company since
June 1, 1996. Prior to that date, Mr. Gardner was the President and a director
of the Company. As of the date of this Prospectus, Mr. Gardner is the
beneficial owner of 13,557 shares of Common Stock. Upon the consummation of
the offering of the 8,433 shares of Common Stock offered hereby, Mr. Gardner
will be the beneficial owner of 5,124 shares of Common Stock, or less than 1% of
the outstanding shares of Common Stock (assuming that all the shares offered
hereby are sold, Mr. Gardner does not acquire or dispose of any other shares of
Common Stock, and there is no change in the total number of issued and
outstanding shares of Common Stock).
1
<PAGE> 8
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 8,660,164 shares of Common Stock outstanding, held by
approximately 200 holders of record, and no shares of Preferred Stock
outstanding. The Company has no present plans to issue any shares of Preferred
Stock.
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 incorporated by reference 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 their report
incorporated by reference therein. Such financial statements and schedule are
incorporated herein by reference in reliance on such report given upon the
authority of that firm as experts in accounting and auditing.
2
<PAGE> 9
LEGAL MATTERS
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.
3
<PAGE> 10
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 OR THE SELLING SHAREHOLDER. 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
SELLING SHAREHOLDER
DESCRIPTION OF COMMON STOCK
EXPERTS
LEGAL OPINIONS
MEADOWBROOK INSURANCE GROUP, INC.
8,433 SHARES
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
OFFERED FOR THE ACCOUNT OF THE
SELLING SHAREHOLDER
AS STATED HEREIN UNDER
"SELLING SHAREHOLDER"
_______________________
PROSPECTUS
_______________________
April 9, 1998
<PAGE> 11
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) Meadowbrook Insurance Group, Inc.'s (the "Company's") latest annual
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act, or either
(1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933 that contains audited financial statements for the Company's latest
fiscal year for which such statements have been filed, or (2) the Company's
effective registration statement on Form 10 filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Company documents
referred to in (a) above.
(c) The description of the Company's common stock, $.01 par value
("Common Stock") contained in a registration statement filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock being registered will be passed upon by
Bodman, Longley & Dahling LLP, Detroit, Michigan. As of April 8, 1998 2,200
shares of the Company's Common Stock were beneficially owned by attorneys in
the firm of Bodman, Longley & Dahling LLP.
<PAGE> 12
ITEM 6. 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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 9. UNDERTAKINGS.
The Company 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; (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
<PAGE> 13
information in the registration statement; provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the 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 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 Company hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver or cause to be delivered, to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person
of the Company 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 Company 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.
<PAGE> 14
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-8 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 9th day of
April, 1998.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*Merton J. Segal Chairman, Chief Executive Officer April 9, 1998
- ----------------------------------- and Director (Principal Executive
Officer)
*Warren D. Gardner Vice Chairman and Director April 9, 1998
- -----------------------------------
*James R. Parry Executive Vice President, Chief April 9, 1998
- ----------------------------------- Marketing Officer and Director
/s/ Robert S. Cubbin Executive Vice President, Secretary April 9, 1998
- ----------------------------------- and Director
*Joseph C. Henry Executive Vice President, Treasurer
- ----------------------------------- (Principal Financial and Accounting
Officer) and Director April 9, 1998
*Joseph S. Dresner Director April 9, 1998
- -----------------------------------
*Hugh W. Greenberg Director April 9, 1998
</TABLE>
<PAGE> 15
<TABLE>
<S> <C> <C>
*E. J. Leverett, Jr. Director April 9, 1988
- ----------------------------------------
*Florine Mark Director April 9, 1998
- ----------------------------------------
*Irvin F. Swider Director April 9, 1998
- ----------------------------------------
*Bruce E. Thal Director April 9, 1998
- ----------------------------------------
*Herbert Tyner Director April 9, 1998
- ----------------------------------------
</TABLE>
*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-8 on April 9, 1998 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
<PAGE> 16
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 on Form S-8 relating to the Meadowbrook Insurance Group, Inc. 1995
Stock Option Plan. 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.
<TABLE>
<CAPTION>
<S><C>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Merton J. Segal Chairman, Chief Executive Officer February 10, 1998
- ------------------------------------ and Director (Principal Executive
Merton J. Segal Officer)
/s/Warren D. Gardner Vice Chairman and Director February 10, 1998
- ------------------------------------
Warren D. Gardner
/s/ James R. Parry Executive Vice President, Chief February 10, 1998
- ------------------------------------ Marketing Officer and Director
James R. Parry
/s/ Robert S. Cubbin Executive Vice President, Secretary February 10, 1998
- ------------------------------------ and Director
Robert S. Cubbin
/s/ Joseph C. Henry Executive Vice President, Treasurer February 10, 1998
- ------------------------------------ (Principal Financial and Accounting
Joseph C. Henry Officer) and Director
</TABLE>
<PAGE> 17
<TABLE>
<S><C>
Director February 10, 1998
- ------------------------------------
David J. Campbell
/s/ Joseph S. Dresner Director February 10, 1998
- ------------------------------------
Joseph S. Dresner
/s/ Hugh W. Greenberg Director February 10, 1998
- ------------------------------------
Hugh W. Greenberg
/s/ E. J. Leverett, Jr. Director February 10, 1998
- ------------------------------------
E. J. Leverett, Jr.
/s/ Florine Mark Director February 10, 1998
Florine Mark
/s/ Irvin F. Swider Director February 10, 1998
- ------------------------------------
Irvin F. Swider
/s/ Bruce E. Thal Director February 10, 1998
- ------------------------------------
Bruce E. Thal
/s/ Herbert Tyner Director February 10, 1998
- ------------------------------------
Herbert Tyner
</TABLE>
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
NO. EXHIBIT PAGE
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.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Bodman, Longley & Dahling LLP]
April 9, 1998
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-8 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 (a) 1,919,067 shares of
Company Common Stock, par value $.01, to be issued in connection with the
Meadowbrook Insurance Group, Inc. 1995 Stock Option Plan (the "Plan"), and
(b) 8,433 shares of Company Common Stock, par value $.01, offered by Warren D.
Gardner.
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 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, the Company
receives as consideration an amount at least equal to the par value thereof. We
are further of the opinion that the 8,433 shares of Company Common Stock, par
value $.01, offered by Warren D. Gardner will, upon sale thereof in the manner
contemplated by the Registration Statement, be legally issued, fully paid and
nonassessable.
We hereby consent to the reference to our firm under the caption "Legal
Matters" and to the filing of this opinion as an exhibit to the
Registration Statement.
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-8 of our report dated March 19, 1998, 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 1997 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
April 9, 1998
