sc13da103581001_08292008.htm

0000921895-08-002332.txt : 20080904 0000921895-08-002332.hdr.sgml : 20080904 20080904162543 ACCESSION NUMBER: 0000921895-08-002332 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080904 DATE AS OF CHANGE: 20080904 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMCOMP INC /FL CENTRAL INDEX KEY: 0001009667 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 650636842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81630 FILM NUMBER: 081056709 BUSINESS ADDRESS: STREET 1: 701 U S HIGHWAY ONE STREET 2: SUITE 200 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 5618407171 MAIL ADDRESS: STREET 1: 701 US HIGHWAY ONE STREET 2: SUITE 200 CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Stephens Sam A CENTRAL INDEX KEY: 0001346762 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (561) 840-7171 MAIL ADDRESS: STREET 1: C/O AMCOMP INCORPORATED STREET 2: 701 U.S. HIGHWAY ONE CITY: NORTH PALM BEACH STATE: FL ZIP: 33408 SC 13D/A 1 sc13da103581001_08292008.htm sc13da103581001_08292008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

AmCOMP INCORPORATED

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

02342J101

(CUSIP Number)

SAM A. STEPHENS

c/o AmCOMP INCORPORATED

701 U.S. Highway One

North Palm Beach, Florida 33408

(561) 840-7171

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 29, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 02342J101

1	NAME OF REPORTING PERSON Sam A. Stephens
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,011,2802
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 1,011,2802
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,011,2802
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6%
14	TYPE OF REPORTING PERSON IN

2 Includes options to purchase 5,288 shares of Common Stock, all of which are currently exercisable.

CUSIP NO. 02342J101

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On August 29, 2008, Parent, Merger Sub and the Issuer entered into an amendment to the Merger Agreement (“Amendment No. 2 to the Merger Agreement”), which, among other things, reduced the price per share to be paid by Parent to the Issuer’s stockholders at the closing of the Merger to $12.15 per share in cash.

In connection with Amendment No. 2 to the Merger Agreement, the Reporting Person and Parent entered into a letter agreement, dated August 29, 2008 (the “Letter Agreement”). The Letter Agreement provides that, notwithstanding Amendment No. 2 to the Merger Agreement and the reduction in the price per share to be paid by Parent to the Issuer’s stockholders in the Merger contained therein, the Voting Agreement remains in full force and effect in accordance with the terms and conditions thereof.

This description of Amendment No. 2 to the Merger Agreement and the Letter Agreement is qualified in its entirety by reference to Amendment No. 2 to the Merger Agreement and the Letter Agreement, copies of which have been filed or incorporated by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

The description of Amendment No. 2 to the Merger Agreement and the Letter Agreement in Item 4 is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

Amendment No. 2, dated August 29, 2008, to the Agreement and Plan of Merger, dated as of January 10, 2008, as amended on April 28, 2008, by and among AmCOMP Incorporated, Employers Holdings, Inc. and Sapphire Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 29, 2008).

Letter Agreement, dated August 29, 2008, by and between Employers Holdings, Inc. and Sam A. Stephens.

CUSIP NO. 02342J101

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 4, 2008


	/s/ Sam A. Stephens
	SAM A. STEPHENS

CUSIP NO. 02342J101

EXHIBIT INDEX

Exhibit

1.	Agreement and Plan of Merger, dated as of January 10, 2008, by and among AmCOMP Incorporated, Employers Holdings, Inc. and Sapphire Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 11, 2008).

2.	Amendment No. 2, dated August 29, 2008, to the Agreement and Plan of Merger, dated as of January 10, 2008, as amended on April 28, 2008, by and among AmCOMP Incorporated, Employers Holdings, Inc. and Sapphire Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 29, 2008).

3.	Voting Agreement, dated as of January 10, 2008, by and among Employers Holdings, Inc. and Sam A. Stephens (filed previously).

4.*	Letter Agreement, dated August 29, 2008, by and between Employers Holdings, Inc. and Sam A. Stephens.

* Filed herewith.

EX-99.1 2 ex991to13da103581001_082908.htm ex991to13da103581001_082908.htm

Exhibit 99.1

Employers Holdings, Inc.

10375 Professional Circle

Reno, Nevada 89521

August 29, 2008

Sam A. Stephens

c/o AmCOMP Incorporated

701 U.S. Highway One

North Palm Beach, FL 33408

Gentlemen:

This letter agreement sets forth our understanding with respect to that certain Voting and Support Agreement, dated January 10, 2008 (the "Agreement"), by and between Employers Holdings, Inc. ("Employers") and you. Capitalized terms used in this letter agreement shall have the meaning ascribed to them in the Agreement.

Notwithstanding anything to the contrary in the Agreement, including Section 6.1(d), it is acknowledged and agreed that the Agreement shall remain in full force and effect in accordance with the terms and conditions of the Agreement following the execution of Amendment No. 2 to the Agreement and Plan of Merger (the "Amendment") in the form set forth as Exhibit A. For the avoidance of doubt, it is specifically agreed that the Agreement shall not be terminated or impaired in any manner as a result of the decrease in the Merger Consideration provided for in the Amendment.

This letter agreement may not be amended or waived except by an instrument in writing signed by the parties hereto. This letter agreement may be signed in any number of counterparts (including by facsimile and .pdf file), each of which will be deemed to be an original copy and which, when taken together, shall constitute one agreement. This letter agreement will be governed by the laws of the State of Delaware

The parties hereto agree that irreparable damage would occur in the event any provision of this letter agreement was not performed in accordance with the terms hereof and that the parties shall be entitled, without the need to post a bond or other security, to the specific performance of the terms hereof, in addition to any other remedies at law or at equity.

* * *

Please confirm your agreement with the provisions of this letter agreement by countersigning below. Upon execution of this letter agreement by the parties hereto, this letter agreement will constitute a valid and binding agreement between the parties, enforceable in accordance with its terms.

EMPLOYERS HOLDINGS, INC.


By:	/s/ Douglas D. Dirks
	Name:	Douglas D. Dirks
	Title:	Chief Executive Officer

Accepted and Agreed

as of the date first written above:

Sam A. Stephens

/s/ Sam A. Stephens