<PAGE> 1
As filed with the Securities and Exchange Commission on June 4, 1998
REGISTRATION STATEMENT NO. ___
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
FORM S-3
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 of Incorporation) (IRS Employer Identification Number)
26600 Telegraph Rd., Suite 300
Southfield, Michigan 48034
(248) 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
(248) 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. [ ]
-----------------------------------
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, 33,433 $30.31 $1,013,355 $299
par value $.01
</TABLE>
(1) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for
the purpose of determining the registration fee.
-----------------------------------
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.
================================================================================
<PAGE> 2
PROSPECTUS
MEADOWBROOK INSURANCE GROUP, INC.
33,433 SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)
This prospectus relates to 33,433 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 it, or by its 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 for 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 its 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.
The Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "MIG". The closing price of the Common Stock on June 1, 1998 on
the NYSE was $30.31.
--------------------------------------------
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 June __, 1998.
<PAGE> 3
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.
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
(i)
<PAGE> 4
Relations Department, Meadowbrook Insurance Group, Inc., 26600 Telegraph Road,
Suite 300, Southfield, Michigan 48034, telephone (248) 358-1100.
(ii)
<PAGE> 5
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 is now licensed to write all lines
of property and casualty insurance in a number of states on an admitted basis.
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.
On April 30, 1998, Meadowbrook purchased the insurance business of
Villari & Associates, Inc. and National Support Systems, Inc. (collectively
referred to as "Villari"). Villari is a Florida based insurance agency
specializing in the marketing and selling of various lines of professional
liability, commercial, life, health and disability insurance.
Meadowbrook, a Michigan corporation, is one of the largest independent
insurance agencies 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.
1
<PAGE> 6
SELLING SHAREHOLDER
This Prospectus relates to the offering of 33,433 shares of Common
Stock of the Company by the Selling Shareholder, Villari & Associates, Inc., a
Florida corporation, which were acquired pursuant to a certain Asset Purchase
Agreement dated as of April 30, 1998 among the Selling Shareholder, National
Support Systems, Inc., a Florida corporation; Greenwich Insurance Services of
Florida, Inc., a Florida corporation; National Realty Liability Alliance, Inc.,
a Florida corporation; Physicians One-Stop-Shop, Inc., a Florida corporation;
Villari Insurance Group, Inc., a Florida corporation; their sole stockholder,
David J. Villari; and Meadowbrook. As part of the transactions contemplated by
the Asset Purchase Agreement, Mr. Villari was appointed an Executive Vice
President of Meadowbrook.
As of the date of this Prospectus, the Selling Shareholder is the
beneficial owner of 33,433 shares of Common Stock. Upon the consummation of the
offering of the 33,433 shares of Common Stock offered hereby, the Selling
Shareholder will be the beneficial owner of no shares of Common Stock (assuming
that all the shares offered hereby are sold, and the Selling Shareholder does
not acquire any other shares of Common Stock).
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 June 2, 1998
there were 8,660,164 shares of Common Stock outstanding, held by approximately
210 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.
2
<PAGE> 7
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.
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.
3
<PAGE> 8
<TABLE>
<S> <C>
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 MEADOWBROOK INSURANCE GROUP,
COMPANY OR THE SELLING SHAREHOLDER. THIS INC.
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 33,433 SHARES
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR COMMON STOCK
SOLICITATION IN SUCH JURISDICTION. NEITHER THE (PAR VALUE $.01 PER SHARE)
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE OFFERED FOR THE ACCOUNT OF THE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN SELLING SHAREHOLDER
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF, OR AS STATED HEREIN UNDER
THAT THE INFORMATION HEREIN CONTAINED OR "SELLING SHAREHOLDER"
INCORPORATED BY REFERENCE IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
----------------------
TABLE OF CONTENTS
-----------------
PROSPECTUS PROSPECTUS
AVAILABLE INFORMATION -----------------
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
THE COMPANY AND ITS SUBSIDIARIES
SELLING SHAREHOLDER
DESCRIPTION OF COMMON STOCK
EXPERTS
LEGAL OPINIONS
JUNE __, 1998
</TABLE>
<PAGE> 9
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:
<TABLE>
<S> <C>
Registration Fees $ 299
Printing and Engraving Expenses 0
Legal Expenses $ 5,000
Blue Sky Fees and Expenses 0
Accounting Fees and Expenses 0
NASD Fees 0
Miscellaneous $ 2,000
--------
TOTAL: $ 7,299
========
</TABLE>
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.
ITEM 16. EXHIBITS.
5.1 Opinion of Bodman, Longley & Dahling LLP
II-1
<PAGE> 10
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 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
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
II-2
<PAGE> 11
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.
II-3
<PAGE> 12
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 4th day of
June, 1998.
MEADOWBROOK INSURANCE GROUP, INC.
By: /s/ Robert S. Cubbin
------------------------------------
Its: Office of the 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 June 4, 1998
- ----------------------- Officer and Director
(Principal Executive Officer)
*Warren D. Gardner Vice Chairman and Director June 4, 1998
- -----------------------
*James R. Parry Office of the President, June 4, 1998
- ----------------------- Chief Marketing Officer and
Director
/s/ Robert S. Cubbin Office of the President, June 4, 1998
---------------------- Secretary and Director
*Joseph C. Henry Office of the President, June 4, 1998
---------------------- Treasurer (Principal Financial
and Accounting Officer) and
Director
*David J. Campbell Director June 4, 1998
- -----------------------
*Joseph S. Dresner Director June 4, 1998
- -----------------------
*Hugh W. Greenberg Director June 4, 1998
- -----------------------
*E.J. Leverett, Jr. Director June 4, 1998
- -----------------------
</TABLE>
II-4
<PAGE> 13
<TABLE>
<S> <C> <C>
*Florine Mark Director June 4, 1998
- -----------------------
*Irvine F. Swider Director June 4, 1998
- -----------------------
*Bruce E. Thal Director June 4, 1998
- -----------------------
*Herbert Tyner Director June 4, 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-3 on June 4, 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
II-5
<PAGE> 14
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-3 relating to the sale of stock by Villari & Associates,
Inc., a Florida corporation, as selling shareholder. 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>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Merton J. Segal Chairman, Chief Executive May 5, 1998
- -------------------------------- Officer and Director
Merton J. Segal (Principal Executive Officer)
Vice Chairman and Director May 5, 1998
- --------------------------------
Warren D. Gardner
/s/ James R. Parry Office of the President, May 5, 1998
- -------------------------------- Chief Marketing Officer and
James R. Parry Director
/s/ Robert S. Cubbin Office of the President, May 5, 1998
- -------------------------------- Secretary and Director
Robert S. Cubbin
/s/ Joseph C. Henry Office of the President, May 5, 1998
- -------------------------------- Treasurer (Principal Financial
Joseph C. Henry and Accounting Officer) and
Director
/s/ David J. Campbell Director May 5, 1998
- --------------------------------
David J. Campbell
</TABLE>
II-6
<PAGE> 15
<TABLE>
<S> <C> <C>
/s/ Joseph S. Dresner Director May 5, 1998
- --------------------------------
Joseph S. Dresner
/s/ Hugh W. Greenberg Director May 5, 1998
- --------------------------------
Hugh W. Greenberg
/s/ E. J. Leverett, Jr. Director May 5, 1998
- --------------------------------
E. J. Leverett, Jr.
/s/ Florine Mark Director May 5, 1998
- --------------------------------
Florine Mark
/s/ Irvin F. Swider Director May 5, 1998
- --------------------------------
Irvin F. Swider
/s/ Bruce E. Thal Director May 5, 1998
- --------------------------------
Bruce E. Thal
/s/ Herbert Tyner Director May 5, 1998
- --------------------------------
Herbert Tyner
</TABLE>
II-7
<PAGE> 16
EXHIBIT INDEX
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.
II-8
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Bodman, Longley & Dahling LLP]
June 4, 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-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 33,433 shares of Company Common
Stock, par value $.01, offered by Villari & Associates, Inc., a Florida
corporation, as selling shareholder.
As counsel for the Company, we are of the opinion that the 33,433
shares of Company Common Stock, par value $.01, offered by Villari & Associates,
Inc., 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-3 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
June 4, 1998
