SCHEDULE 13D/A
(RULE 13D-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a)
and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
MEEMIC Holdings, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
585135106
(CUSIP Number)
A. Derrill Crowe
Chief Executive Officer
ProAssurance Corporation
100 Brookwood Place
Birmingham, Alabama 35209
(205) 877-4400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Jack P. Stephenson, Jr., Esq.
Burr & Forman LLP
Suite 3100, SouthTrust Tower
420 North Twentieth Street
Birmingham, Alabama 35203
(205) 251-3000
March 15, 2002
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
SCHEDULE 13D
CUSIP NO. 585135106
1 NAME OF REPORTING PERSON:
ProAssurance Corporation.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only):
63-1261433
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) N/A [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware.
7 SOLE VOTING POWER: 0
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,610,045
OWNED BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER: 0
WITH
10 SHARED DISPOSITIVE POWER: 5,610,045
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,610,045
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 84%
14 TYPE OF REPORTING PERSON: HC/CO
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SCHEDULE 13D
CUSIP NO. 585135106
1 NAME OF REPORTING PERSON:
Professionals Group, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only):
38-3273911
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Michigan.
7 SOLE VOTING POWER: 0
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,610,045
OWNED BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER: 0
WITH
10 SHARED DISPOSITIVE POWER: 5,610,045
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,610,045
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 84%
14 TYPE OF REPORTING PERSON: HC/CO
3
SCHEDULE 13D
CUSIP NO. 585135106
1 NAME OF REPORTING PERSON:
ProNational Insurance Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only):
38-2317569
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Michigan.
7 SOLE VOTING POWER:
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,610,045
OWNED BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER:
WITH
10 SHARED DISPOSITIVE POWER: 5,610,045
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,610,045
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 84%
14 TYPE OF REPORTING PERSON: IC/CO
4
SCHEDULE 13D
Pursuant to General Instruction C of Schedule 13D, the information called for by
Items 2-6, inclusive, of Schedule 13D has been given with respect to the
directors and executive officers of ProAssurance Corporation, a Delaware
corporation ("ProAssurance"), the directors and executive officers of
Professionals Group, Inc., a Michigan corporation and a wholly owned subsidiary
of ProAssurance ("Professionals Group"), and the directors and executive
officers of ProNational Insurance Company, a Michigan stock insurance
corporation and a wholly-owned subsidiary of Professionals Group
("ProNational").
ProAssurance disclaims beneficial ownership of MHC Common Stock (as hereinafter
defined) beneficially owned by any director, officer or employee of
ProAssurance, Professionals Group or ProNational. The filing of this Statement
on Schedule 13D shall not be construed as an admission that ProAssurance is, for
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended, the beneficial owner of any such securities.
Professionals Group disclaims beneficial ownership of any and all shares of MHC
Common Stock beneficially owned by any director, officer or employee of
ProAssurance, Professionals Group or ProNational. The filing of this Statement
on Schedule 13D shall not be construed as an admission that Professionals Group
is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended, the beneficial owner of any such securities.
ProNational disclaims beneficial ownership of MHC Common Stock beneficially
owned by any director, officer or employee of ProAssurance, Professionals Group
or ProNational. The filing of this Statement on Schedule 13D shall not be
construed as an admission that ProNational is, for purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner
of any such securities.
ProAssurance, Professionals Group and ProNational believe that each director,
officer and employee of Professionals Group would disclaim beneficial ownership
of any and all shares of MHC Common Stock beneficially owned by ProAssurance,
Professionals Group or ProNational. The filing of this Statement on Schedule 13D
shall not be construed as an admission that any director, officer or employee of
Professionals Group is, for the purpose of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any
securities covered by this Statement on Schedule 13D.
ProAssurance, Professionals Group and ProNational believe that each director,
officer and employee of ProAssurance would disclaim beneficial ownership of any
and all shares of MHC Common Stock beneficially owned by ProAssurance,
Professionals Group or ProNational. The filing of this Statement on Schedule 13D
shall not be construed as an admission that any director, officer or employee of
ProAssurance is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any securities covered
by this Statement on Schedule 13D.
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ProAssurance, Professionals Group and ProNational believe that each director,
officer and employee of ProNational would disclaim beneficial ownership of any
and all shares of MHC Common Stock beneficially owned by ProAssurance,
Professionals Group of ProNational. The filing of this Statement on Schedule 13D
shall not be construed as an admission that any director, officer or employee of
ProNational is, for the purposes of Section 13(d) and 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any securities covered
by this Statement on Schedule 13D.
ProAssurance, Professionals Group, and ProNational also disclaim beneficial
ownership of MHC Common Stock beneficially owned by any director, officer or
employee of the subject issuer, MEEMIC Holdings, Inc., or its subsidiaries. The
filing of this Statement on Schedule 13D shall not be construed as an admission
that any of ProAssurance, Professionals Group or ProNational is, for purposes of
Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as
amended, the beneficial owner of any such securities.
No director, officer or employee of ProAssurance, Professionals Group or
ProNational, acting in an individual capacity, may vote, or direct the voting
of, any shares of MHC Common Stock beneficially owned by ProAssurance,
Professionals Group or ProNational. No director, officer or employee of
ProAssurance, Professionals Group or ProNational, acting in an individual
capacity, may dispose of, or direct the disposition of, any shares of MHC Common
Stock beneficially owned by ProAssurance, Professionals Group or ProNational. No
director, officer or employee of ProAssurance, Professionals Group or
ProNational, in an individual capacity, has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
shares of MHC Common Stock beneficially owned by ProAssurance, Professionals
Group or ProNational. Accordingly, no director, officer or employee of
ProAssurance, Professionals Group or ProNational shall be deemed the beneficial
owner of any shares of MHC Common Stock beneficially owned by ProAssurance,
Professionals Group or ProNational solely by virtue of the fact that he or she
is a director, officer or employee of ProAssurance, Professionals Group or
ProNational.
This Amendment No. 1 amends and restates the Statement on Schedule 13D
previously filed by the reporting persons principally to disclose the present
intention of ProAssurance, Professionals Group and ProNational with respect to
the proposed purchase of the shares of common stock of MEEMIC Holdings, Inc.
authorized by its Board of Directors on March 15, 2002, in Item 4 hereof and to
update the other information in the previously filed Statement on Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, no par value per
share ("MHC Common Stock"), of MEEMIC Holdings, Inc., a Michigan corporation
("MEEMIC Holdings"). The principal executive offices of MEEMIC Holdings are
located at 691 North Squirrel Road, Suite 200, Auburn Hills, Michigan 48326.
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ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f): This Statement on Schedule 13D is being filed by the following
organizations:
Name Address
---- -------
1. ProAssurance Corporation, 100 Brookwood Place
a Delaware corporation Birmingham, Alabama 35209
2. Professionals Group, Inc., 2600 Professionals Drive
a Michigan corporation Okemos, Michigan 48864
3. ProNational Insurance Company, 2600 Professionals Drive
a Michigan stock insurance corporation Okemos, Michigan 48864
ProAssurance is a publicly traded insurance holding company. Professionals Group
is also an insurance holding company and is a wholly-owned subsidiary of
ProAssurance. ProNational is a property and casualty insurance company
specializing in medical professional liability insurance and is a wholly-owned
subsidiary of Professionals Group.
The names of the directors and executive officers of ProAssurance, Professionals
Group, and ProNational and their respective business addresses or residences,
citizenship and present principal occupations or employment, are set forth on
Schedule I, Schedule II, and Schedule III, respectively, hereto, which Schedules
are incorporated herein by reference.
(d), (e): During the last five years, neither ProAssurance, Professionals Group
nor ProNational has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding such person was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
To the knowledge of ProAssurance, Professionals Group and ProNational, during
the past five years none of the persons listed in Schedule I, Schedule II, or
Schedule III hereto has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding such person was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except as otherwise indicated in this Statement on Schedule 13D, 5,065,517 of
the shares of MHC Common Stock reported as beneficially owned by ProAssurance,
Professionals Group and ProNational were acquired as of July 1, 1999 in
connection with the conversion of Michigan
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Educational Employees Mutual Insurance Company (now MEEMIC Insurance Company), a
Michigan domiciled insurance company ("MEEMIC"). Of these shares of MHC Common
Stock, 2,302,209 were acquired upon the conversion of a promissory note issued
by MEEMIC to ProNational on April 7, 1997. As of the date of conversion, the
promissory note had a principal balance of $21,500,000 and accrued and unpaid
interest of $1,522,090. Another 2,763,308 of these shares of MHC Common Stock
were purchased for cash at a price of $10 per share.
The remaining 544,528 shares of MHC Common Stock reported as beneficially owned
by ProAssurance, Professionals Group and ProNational were acquired by
ProNational in open market purchases for an aggregate cost of $10,971,566 at
average prices ranging from $14.37 per share to $21.50 per share.
The sources of the funds used to acquire all shares of MHC Common Stock reported
as beneficially owned by ProAssurance, Professionals Group and ProNational in
this Schedule 13D were working capital and other funds of ProNational.
To the knowledge of ProAssurance, Professionals Group, and ProNational, and
except as otherwise indicated herein, all of the shares of MHC Common Stock
reported as beneficially owned by the directors and executive officers of
ProAssurance, Professionals Group and ProNational were purchased as of July 1,
1999 in connection with the conversion of MEEMIC for cash at a price of $10 per
share with personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
5,065,017 of the shares of MHC Common Stock reported as beneficially owned by
ProAssurance, Professionals Group and ProNational were acquired by ProNational
in connection with the conversion of MEEMIC in order to gain ownership control
of MEEMIC Holdings and MEEMIC and for purposes of investment. The remaining
shares have been acquired by ProNational in the open market for investment and
in order to increase ProNational's ownership of MEEMIC and for tax purposes so
that ProNational and its holding companies can file a consolidated federal
income tax return with MEEMIC Holdings as the owner of more than 80% of the
outstanding voting stock of MEEMIC Holdings.
ProAssurance acquired beneficial ownership of the MHC common stock reported
herein as a result of the consummation of the consolidation of Professionals
Group and Medical Assurance, Inc. ("Medical Assurance") under the ownership of
ProAssurance on June 27, 2001. The consolidation was consummated through the
mergers of two wholly owned subsidiaries of ProAssurance with and into Medical
Assurance and Professionals Group, with Medical Assurance and Professionals
Group being the surviving corporations of the mergers as wholly-owned
subsidiaries of ProAssurance. The shares of MHC Common Stock reported as
beneficially owned by the directors and executive officers of ProAssurance,
Professionals Group, and ProNational were acquired in connection with the
conversion of MEEMIC and through incentive compensation and stock option grants
from MEEMIC Holdings.
At a meeting of the Board of Directors of MEEMIC Holdings on March 15, 2002, the
Board unanimously authorized MEEMIC Holdings to develop a plan for the
acquisition of all of the outstanding shares of MHC Common Stock held by persons
other than ProAssurance and its
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wholly owned subsidiaries (the "Minority Shares") at a cash price of $29.00 per
share (approximately 1,204,290 shares at a cost of approximately $34,924,410).
MEEMIC Holdings presently intends to use internal funds to finance the
acquisition of the Minority Shares. The acquisition of the Minority Shares by
MEEMIC Holdings would result in ProAssurance owning beneficially 100% of the MHC
Common Stock, the delisting of the MHC Common Stock on the NASDAQ Stock Market,
and the termination of the registration of the MHC Common Stock under the
Securities Exchange Act of 1934, as amended (the "1934 Act").
The Articles of Incorporation of MEEMIC Holdings require that a committee of at
least two independent directors (the "Independent Directors") not affiliated
with ProAssurance and its wholly owned subsidiaries must approve any business
combination (as defined therein) involving ProAssurance or any of its
subsidiaries which would have the effect of causing the MHC Common Stock to be
delisted from the NASDAQ Stock Market or to be eligible to no longer be
registered under the 1934 Act. The Articles of Incorporation of MEEMIC Holdings
further require that a majority of the Independent Directors must find, after
receiving advice from an independent investment banking firm of recognized
regional or national standing, that the transaction is fair to the holders of
the shares held by persons other than ProAssurance, its affiliates and
associates (the "Minority Holders") and that the transaction is in the best
interest of MEEMIC Holdings and the Minority Holders. In addition, the Articles
of Incorporation require that any transaction so approved by the Independent
Directors must also be approved by the holders of a majority of the shares held
by the Minority Holders in addition to any other vote of the shareholders that
may be required by law.
The authorization for the cash purchase of the Minority Shares was approved by
all of the directors of MEEMIC Holdings, including the two Independent
Directors. The authorization did not establish a structure or a timetable for
effecting the acquisition of the Minority Shares, and it is anticipated that the
terms, conditions and proceedings for the acquisition of the Minority Shares
will be set forth in a definitive agreement (the "Definitive Agreement") that
will be submitted to the Board of Directors and shareholders of MEEMIC Holdings
for approval in accordance with the requirements of its Articles of
Incorporation. In order to comply with the Articles of Incorporation of MEEMIC
Holdings, ProAssurance expects that the Definitive Agreement will include the
following as conditions to the proposed acquisition of the Minority Shares:
- receipt of an opinion from an investment banking firm of
regional or national recognition to the effect that the
acquisition of the Minority Shares pursuant to the Definitive
Agreement is fair to the Minority Holders from a financial
point of view; and
- the approval of the Definitive Agreement by the Independent
Directors after finding that the purchase of the Minority
Shares contemplated thereby is fair to the Minority Holders
and is otherwise in the best interest of MEEMIC Holdings and
the Minority Holders; and
- the purchase of the Minority Shares as contemplated by the
Definitive Agreement is approved by the affirmative vote of a
majority of the shares held by the Minority Holders.
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In addition to the conditions required by the Articles of Incorporation,
ProAssurance understands that the MEEMIC Holdings Board has also required that
the acquisition of the Minority Shares be subject to all regulatory and bank
approvals and to the receipt of confirmation from insurance rating agencies that
the acquisition of the Minority Shares will not impair the current A- rating of
MEEMIC or any of the other insurance subsidiaries of ProAssurance.
Subject to the satisfaction of the conditions to the proposed acquisition,
ProAssurance intends to approve the purchase of the Minority Shares as well as
the structure and timetable for the acquisition of the Minority Shares of MEEMIC
Holdings through the exercise of its control of MEEMIC Holdings. ProAssurance
and MEEMIC Holdings have common officers and directors who will participate in
developing the plan for the acquisition of the Minority Shares and in the
negotiation of the terms and conditions of the Definitive Agreement for the
acquisition of the Minority Shares. As the beneficial owner of 84% of the
outstanding shares of MHC Common Stock, ProAssurance will have the right to
participate with the other holders of MHC Common Stock in the likely event that
the Definitive Agreement is required to be approved by the shareholders of
MEEMIC Holdings.
The approval of the purchase of the Minority Shares by ProAssurance will be
subject to its determination that the acquisition of the Minority Shares will
benefit ProAssurance and its shareholders and that the terms and conditions for
the acquisition of the Minority Shares are fair to the holders of the Minority
Shares. ProAssurance believes that the acquisition of the Minority Shares will
be in the interest of ProAssurance and its shareholders by facilitating the
ability of the parent company to obtain full control of MEEMIC Holdings and to
coordinate its activities with the other insurance subsidiaries of ProAssurance
including the ability of ProAssurance to access excess capital of MEEMIC through
MEEMIC Holdings. However, ProAssurance's approval of the purchase of the
Minority Shares will depend upon the ability of ProAssurance to comply with the
financial covenants in its credit agreement with SouthTrust Bank and other
participating lenders and on the transaction causing no material change in the
ratings placed on ProAssurance and its insurance subsidiaries by insurance
rating agencies. In evaluating the fairness of the transaction to the Minority
Holders, ProAssurance will primarily rely upon the determination of fairness by
the Independent Directors after receipt of a fairness opinion from an investment
banker and upon approval of the transaction by the affirmative vote of the
Minority Holders.
On March 18, 2002, a complaint was filed against MEEMIC Holdings, its directors,
and ProAssurance in the 6th Circuit in Oakland County, Michigan, by a purported
shareholder of MEEMIC Holdings seeking to enjoin the purchase of the Minority
Shares as authorized by the Board of Directors of MEEMIC Holdings. The suit,
which purports to be a class action on behalf of Minority Holders, alleged among
other things, that the transaction has been timed to freeze out the Minority
Shares, that the proposed transaction is unfair, and that ProAssurance and the
directors of MEEMIC Holdings have violated their fiduciary duties to the
Minority Holders. The complaint also seeks damages in an undetermined amount.
ProAssurance believes that the actions of the Board of MEEMIC Holdings, which
are in keeping with the procedures established in the Articles of Incorporation
of MEEMIC Holdings adequately protect the rights of the Minority Holders in the
proposed acquisition. Further, since no final and binding decisions have been
made with respect to the proposed acquisition, ProAssurance believes that the
lawsuit is premature. However, even if the procedures in the Articles are
followed and all
10
conditions to the proposed acquisition of the Minority Shares are satisfied, the
lawsuit may delay or prevent the completion of the proposed purchase of the
Minority Shares.
ProAssurance may elect to purchase, or may cause its subsidiaries to purchase,
shares of MHC Common Stock in open market or privately negotiated transactions
in anticipation of the purchase of the Minority Shares as authorized by the
Board of Directors of MEEMIC Holdings. In the event that ProAssurance does not
approve the acquisition of the Minority Shares as contemplated by the Board of
MEEMIC Holdings, or in the event the purchase of the Minority Shares is
abandoned, ProAssurance may elect to purchase, or cause its subsidiaries to
purchase, shares of MEEMIC Holdings Common Stock in the open market or in
privately negotiated transactions subject to the limitations on business
combinations with ProAssurance included in the Articles of Incorporation of
MEEMIC Holdings. Depending on the nature, frequency, timing, and other
characteristics of such transactions (including the number of shares involved in
such transactions, the price for such shares, and the number of record holders
of MHC Common Stock remaining upon the completion of such transactions), such
transactions (i) could cause a class of securities of MEEMIC Holdings to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; or (ii) could result in a class of equity securities of MEEMIC
Holdings becoming eligible for termination of registration pursuant to Section
12(g)(4) of the 1934 Act; or (iii) could result in an action similar to any of
those enumerated in this paragraph.
The following changes have occurred in the Board of Directors and
management of MEEMIC Holdings since ProAssurance acquired control of
MEEMIC Holdings through its acquisition of Professionals Group on June 27,
2001.
- Effective June 27, 2001, Kevin Clinton, the Chief Executive
Officer and a director of MEEMIC Holdings, and Annette Flood,
the Chief Operating Officer and a director of MEEMIC Holdings,
elected to terminate their employment with MEEMIC Holdings and
to receive benefit payments under their Change of Control
Agreements.
- At the August 7, 2001, meeting of the Board of Directors
of MEEMIC Holdings, A. Derrill Crowe, Chairman and Chief
Executive Officer and a director of ProAssurance, was elected
as a director of MEEMIC Holdings to fill the vacancy created
on the resignation of Kevin Clinton.
- At the September 19, 2001, meeting of the Board of Directors
of MEEMIC Holdings, A. Derrill Crowe was elected Chairman of
MEEMIC Holdings; Victor T. Adamo, Vice Chairman, President,
Chief Operating Officer and a director of ProAssurance, was
elected Chief Executive Officer of MEEMIC Holdings; Lynn M.
Kalinowski was elected President of MEEMIC Holdings; Christine
C. Schmitt was elected Chief Financial Officer, Secretary and
Treasurer of MEEMIC Holdings; and William P. Sabados, a Senior
Vice President and Chief Information Officer of ProAssurance,
was elected the Chief Information Officer of MEEMIC Holdings.
- At the March 15, 2002 meeting the Board of Directors of MEEMIC
Holdings, John F. Dodge, Jr. informed the board that he would
not seek reelection as a director. The Board nominated
Howard H. Friedman, a Senior Vice President and Chief
Financial Officer of ProAssurance, to fill the seat being
vacated by Mr. Dodge. No shareholder action has been taken
at this time to elect Mr. Friedman as a director.
Currently the three of the eight directors of MEEMIC Holdings are also directors
of ProAssurance, namely: A. Derrill Crowe, Victor T. Adamo and Ann F. Putallaz.
Upon consummation of the proposed acquisition of the Minority Shares, it is
contemplated that the directors of MEEMIC Holdings will be restricted to
persons who are employees of ProAssurance or its subsidiary corporations,
including MEEMIC Holdings.
Except as otherwise described in this Statement on Schedule 13D, ProAssurance,
Professionals Group, ProNational, and their directors and executive officers do
not presently have any plans or proposals which relate to or would result in,
(a) the acquisition by any person of additional securities of MEEMIC Holdings or
the disposition of securities of MEEMIC Holdings; (b) an extraordinary corporate
transaction (such as a merger, reorganization or liquidation) involving MEEMIC
Holdings or any of its subsidiaries; (c) a sale or transfer of a material amount
of the assets of MEEMIC Holdings or any of its subsidiaries; (d) any change in
the present board of directors or management of MEEMIC Holdings (including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board of MEEMIC Holdings); (e) any material change in
the present capitalization or dividend policy of MEEMIC Holdings; (f) any
material change in the business or corporate structure of MEEMIC Holdings; (g)
any changes in the charter or bylaws (or instruments corresponding thereto) of
MEEMIC Holdings or other actions which may impede the acquisition of control of
MEEMIC Holdings by any person; (h) causing a class of securities of MEEMIC
Holdings to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of MEEMIC
Holdings becoming eligible for termination of registration pursuant to Section
12(g)(4) of the 1934 Act; or (j) any action similar to any of those enumerated
in this paragraph.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) ProAssurance is the beneficial owner of 5,610,045 shares of
MHC Common Stock. Such shares represent approximately 84% of the total
outstanding shares of MEEMIC Holdings as of March 15, 2002 (based upon 6,674,335
shares reported to be outstanding in MEEMIC Holdings' Form 10-K for the fiscal
year ended December 31, 2001). The number of shares of MHC Common Stock reported
as beneficially owned by ProAssurance includes all of the shares of MHC Common
Stock reported as beneficially owned by Professionals Group and ProNational. The
number of shares of MHC Common Stock reported as beneficially owned by
ProAssurance does not include any of the shares of MHC Common Stock reported as
beneficially owned by any director or executive officer of ProAssurance,
Professionals Group, or ProNational. The shares of MHC Common Stock reported as
beneficially owned by Professionals Group and ProNational have been attributed
to ProAssurance because it is the sole stockholder of Professionals Group and
ultimate controlling person of ProNational.
Professionals Group is the beneficial owner of 5,610,045 shares of MHC Common
Stock. Such shares represent approximately 84% of the total outstanding shares
of MEEMIC Holdings as of March 15, 2002. The number of shares of MHC Common
Stock reported as beneficially owned by Professionals Group includes all of the
shares of MHC Common Stock reported as beneficially owned by ProNational. The
number of shares of MHC Common Stock reported as beneficially owned by
Professionals Group does not include any of the shares of MHC Common Stock
reported as beneficially owned by any director or executive officer of either
ProAssurance, Professionals Group or ProNational. The shares of MHC Common Stock
reported as beneficially owned by ProNational have been attributed to
Professionals Group because it is the sole stockholder of ProNational.
ProNational is the record owner of 5,610,045 shares of MHC Common Stock. Such
shares represent approximately 84% of the total outstanding shares of the MEEMIC
Holdings as of March 15, 2002. The number of shares of MHC Common Stock reported
as beneficially owned by ProNational does not include any of the shares of MHC
Common Stock reported as beneficially owned by any director or executive officer
of either ProAssurance, Professionals Group or ProNational.
To the knowledge of ProAssurance, Professionals Group and ProNational, the
following individuals are the only executive officers and directors of
ProAssurance, Professionals Group, and ProNational that beneficially own shares
of MHC Common Stock. Each such executive officer or director has the power to
vote, or to direct the voting of, and power to dispose of, or to direct the
disposition of, all of the shares of MHC Common Stock reported as beneficially
owned. The number of shares of MHC Common Stock reported as beneficially owned
by each officer and director does not include any of the shares of MHC Common
Stock reported as beneficially owned by ProAssurance, Professionals Group,
ProNational, or any other director or executive director.
(i) Victor T. Adamo is the beneficial owner of 32,700 shares of
MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of March 15, 2002. The number of shares
of MHC Common Stock reported as
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beneficially owned by Mr. Adamo includes 20,000 shares that could be purchased
pursuant to stock options.
(ii) Ann F. Putallaz is the beneficial owner of 500 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of March 15, 2002.
(iii) William P. Sabados is the beneficial owner of 32,700 shares of
MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of March 15, 2002. The number of shares
of MHC Common Stock reported as beneficially owned by Mr. Sabados includes
20,000 shares that could be purchased pursuant to stock options.
(c) There have been no transactions with respect to MHC Common Stock
effected during the past sixty (60) days by ProAssurance, Professionals Group,
ProNational, and their directors and executive officers.
(d) ProAssurance, Professionals Group and ProNational each have the right
to receive or the power to direct the receipt of dividends from, and the
proceeds from the sale of, all of the shares of MHC Common Stock reported as
beneficially owned by them. Each director and executive officer of ProAssurance,
Professionals Group, and ProNational who beneficially owns shares of MHC Common
Stock has the right to receive or the power to direct the receipt of dividends
from, and the proceeds from the sale of, all of the shares of MHC Common Stock
reported as beneficially owned by such director and executive officer.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Professionals Group and Medical Assurance, Inc. entered into an Agreement to
Consolidate on June 22, 2000 (the "Consolidation Agreement"). On June 27, 2001,
Professionals Group and Medical Assurance completed their consolidation and
became wholly-owned subsidiaries of ProAssurance
Section 8.12 of the Consolidation Agreement states that the acquisition of more
than 80% and up to 100% of the outstanding voting stock of MEEMIC Holdings by
Professionals Group prior to the completion of the consolidation, or by
ProAssurance or its subsidiaries after the completion of the consolidation,
would be beneficial as it would allow MEEMIC to become a consolidated subsidiary
of ProAssurance for federal income tax reporting purposes. Section 8.12 of the
Consolidation Agreement also provides that for five years after the completion
of the consolidation, ProAssurance will not sell or otherwise dispose of, and
will not permit any subsidiary of ProAssurance to sell or otherwise dispose of,
the common stock or business of MEEMIC Holdings or any common stock of MEEMIC
Holdings owned beneficially, directly or
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indirectly, by ProAssurance, unless such sale or disposition has been approved
by a special committee of ProAssurance's Board of Directors. Such special
committee is to be composed of three directors of ProAssurance, and at least two
of such directors must be non-management directors who were formerly directors
of Professionals Group. In the event that ProAssurance's Board of Directors
should desire to sell the business or common stock of MEEMIC Holdings, such
special committee is to be appointed as provided in the By-Laws of ProAssurance
and is to meet promptly to consider the advisability of selling or otherwise
disposing of the business or common stock of MEEMIC Holdings. Upon approval of
such special committee, ProAssurance's Board of Directors shall have the
authority to authorize the sale or other disposition of the business of MEEMIC
Holdings or any of the shares of common stock of MEEMIC Holdings.
The Consolidation Agreement, as amended November 1, 2000, was included as
Exhibits 2.1 and 2.2 to the ProAssurance Corporation Registration Statement on
From S-4 filed with the SEC (Registration No. 333-49378).
ProAssurance, Professionals Group, ProNational, Medical Assurance, and certain
other affiliates of ProAssurance entered into an Agreement with MEEMIC Holdings
dated June 26, 2001 whereby MEEMIC Holdings granted ProAssurance an exemption
from Chapter 7A of the Michigan Corporation Act in connection with
ProAssurance's acquisition of beneficial ownership of more than 10% of the
common stock of MEEMIC Holdings as a result of the consolidation. In return,
ProAssurance and each of its affiliates agreed to be subject to Section 2 of
Article VIII of MEEMIC Holdings Articles of Incorporation.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. None.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated: April 17, 2002 ProAssurance Corporation
By: /s/ A. Derrill Crowe
----------------------------------------
A. Derrill Crowe
Chairman of the Board
Professionals Group, Inc.
Dated: April 17, 2002 By /s/ Victor T. Adamo
-----------------------------------------
Victor T. Adamo
President
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ProNational Insurance Company
Dated: April 17, 2002 By /s/ Victor T. Adamo
-----------------------------------------
Victor T. Adamo
President
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF PROASSURANCE CORPORATION
The names, business addresses and present principal occupations of the directors
and executive officers of ProAssurance Corporation are set forth below. If no
business address is given, the director's or executive officer's business
address is 100 Brookwood Place, Birmingham, Alabama 35209. Unless otherwise
indicated, all directors and executive officers listed below are citizens of the
United States.
DIRECTORS
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
Victor T. Adamo Vice Chairman, President and Chief Operating
Officer of ProAssurance
Paul R. Butrus Vice Chairman of ProAssurance
Norton E. Cowart, M.D. Retired Physician; 2201 Covemont Drive,
Huntsville, AL 35801
A. Derrill Crowe, M.D. Chief Executive Officer and Chairman of the
Board of ProAssurance
Robert E. Flowers, M.D. Retired physician; 4300 West Main Street,
Suite 102, Dothan, AL 35305
Leon C. Hamrick, M.D. General surgeon with HealthSouth Metro West
Hospital in Fairfield, AL; 701 Richard
Scrushy Parkway, Fairfield, AL 35064
John J. McMahon, Jr. Chairman of Ligon Industries, which is
engaged in manufacturing of wastewater
treatment equipment and aluminum castings;
1927 First Avenue North, Birmingham, AL
35203
Drayton Nabors, Jr. Chairman of Protective Life Corporation,
which is an insurance holding company; P.O.
Box 2606, Birmingham, AL 35202
John P. North, Jr. Retired partner with Coopers and Lybrand
LLP; 3216 Argyle Road, Birmingham, AL 35213
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Ann F. Putallaz, Ph.D. Vice President and Director of Retirement
Services of Munder Capital Management,
Birmingham, Michigan, which is the
investment advisor to The Munder Funds, a
Maryland corporation and an open-end
investment company registered under the
Investment Company Act of 1940, 480 Pierce
Street, Birmingham, Michigan 48009.
William H. Woodhams, M.D. Family practice physician; 6565 W. Main
Street, Kalamazoo, Michigan.
EXECUTIVE OFFICERS
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
A. Derrill Crowe Chairman and Chief Executive Officer
Victor T. Adamo Vice Chairman, President and Chief Operating Officer
Paul R. Butrus Vice Chairman
Howard H. Friedman Secretary, Senior Vice President and Chief Financial Officer
James J. Morello Treasurer, Senior Vice President and Chief Accounting Officer
William P. Sabados Senior Vice President and Chief Information Officer
Frank B. O'Neil Senior Vice President
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SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF PROFESSIONALS GROUP, INC.
The names, business addresses and present principal occupations of the directors
and executive officers of Professionals Group, Inc. are set forth below. If no
business address is given, the director's or executive officer's business
address is 100 Brookwood Place, Birmingham, Alabama 35209. Unless otherwise
indicated, the business address of each Professionals Group director or
executive officer is also the business address of such person's employer, if
any. Unless otherwise indicated, all directors and executive officers listed
below are citizens of the United States.
DIRECTORS AND OFFICERS
NAME OFFICE PRESENT PRINCIPAL OCCUPATION AND ADDRESS
Victor T. Adamo President; Vice Chairman and President and Chief Operating Officer of
Director ProAssurance
A. Derrill Crowe Chairman; Chairman and Chief Executive Officer of ProAssurance
Director
John F. Lang Secretary, Vice Senior Vice President ProNational; 2600 Professionals Drive,
Pres., Okemos, Michigan 48864
Treasurer;
Director
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SCHEDULE III
DIRECTORS AND EXECUTIVE OFFICERS OF PRONATIONAL INSURANCE COMPANY
The names, business addresses and present principal occupations of the directors
and executive officers of ProNational Insurance Company are set forth below. If
no business address is given, the director's or executive officer's business
address is 100 Brookwood Place, Birmingham, Alabama 35209. Unless otherwise
indicated, all directors and executive officers listed below are citizens of the
United States.
DIRECTORS AND OFFICERS
NAME OFFICE PRESENT PRINCIPAL OCCUPATION AND ADDRESS
Victor T. Adamo President; Vice Chairman, President and Chief Operating Officer of
Director ProAssurance.
John O. Bashant Vice President; Senior Vice President and Chief Operating Officer - Northern
Director Division - ProAssurance Group; 2600 Professionals Drive,
Okemos, Michigan 48864
Jeffrey L. Bowlby Vice President; Senior Vice President, Marketing Sales - ProAssurance Group.
Director
John F. Lang Vice President; Senior Vice President - ProNational; 2600 Professionals Drive
Director Okemos, Michigan 48864
William P. Sabados Vice President; Senior Vice President and Chief Information Officer -
Director ProAssurance
Darryl K. Thomas Vice President; Senior Vice President, Claims - ProAssurance Group.
Director
Katherine Neville Secretary Secretary - ProNational
James J. Morello Treasurer Treasurer and Chief Accounting Officer - ProAssurance
19