UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2011
FREMONT MICHIGAN INSURACORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Michigan | 000-50926 | 421609947 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
933 East Main Street
Fremont, Michigan 49412
(Address of Principal Executive Offices) (Zip Code)
231-924-0300
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders |
On April 15, 2011, Fremont Michigan InsuraCorp, Inc., a Michigan corporation (Fremont), Auto Club Insurance Association, a Michigan reciprocal inter-insurance exchange (Parent) and ACG Acquisition Co., Inc., a Michigan corporation and a direct, wholly owned subsidiary of Parent (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into Fremont, with Fremont continuing as the surviving corporation and a wholly owned subsidiary of Parent (the Merger).
A special meeting of the shareholders of Fremont (the Special Meeting) was held on July 22, 2011, to consider and vote on (i) a proposal to approve and adopt the Merger Agreement (the First Proposal) and (ii) a proposal to approve an adjournment or postponement of the Special Meeting, if necessary or appropriate, if there were insufficient shares of Fremont Class A Common Stock, no par value per share (Common Stock) represented (either in person or by proxy) to constitute the quorum necessary to approve and adopt the Merger Agreement (the Second Proposal).
Approval and adoption of the Merger Agreement required the affirmative vote of the holders of a majority of the shares of Common Stock entitled to vote at the Special Meeting. The final vote on the First Proposal was:
Votes For: | 1,358,246 | |
Votes Against: | 27,207 | |
Abstentions: | 3,716 |
Since a quorum existed and the votes for the First Proposal constituted approximately 76.1% of the shares of Fremonts Common Stock entitled to vote at the Special Meeting, the Merger Agreement was approved and adopted by Fremonts shareholders.
The result of the vote for the Second Proposal to approve the adjournment or postponement of the Special Meeting was: 1,361,263 votes for, 20,094 votes against, and 7,812 abstentions. Because the proposal to adopt the Merger Agreement was approved by more than a majority of the shares of Fremonts Common Stock entitled to vote at the Special Meeting, it was not necessary to adjourn or postpone the Special Meeting.
Brokers did not have discretionary voting authority on either proposal and, as a result, there were no broker non-votes.
The completion of the Merger remains subject to various customary closing conditions. The parties currently anticipate completing the Merger on or about August 1, 2011.
Item 8.01. | Other Events. |
On July 22, 2011, Fremont issued a press release announcing the results of the vote to approve and adopt the Merger Agreement at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Press Release issued by Fremont Michigan InsuraCorp, Inc. on July 22, 2011. |
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Cautionary Statement Regarding Forward-Looking Statements
Certain of the statements contained herein (other than statements of historical facts) are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include estimates and assumptions related to economic, competitive and legislative developments. These forward-looking statements are subject to change and uncertainty that are, in many instances, beyond the companys control and have been made based upon managements expectations and beliefs concerning future developments and their potential effect on Fremont. For a list of factors which could affect Fremonts results, see Fremonts filings with the Securities and Exchange Commission, including Item 1A. Risk Factors, set forth in Fremonts Annual Report on Form 10-K for the fiscal year ended December 31, 2010. There can be no assurance that future developments will be in accordance with managements expectations so that the effect of future developments on Fremont will be those anticipated by management. Factors that might cause such a difference include, without limitation, the possibility that the closing does not occur or is delayed, either due to the failure of closing conditions or other reasons. Other factors not currently anticipated by management may also materially and adversely affect the closing of the Merger transaction. Fremont does not undertake, and expressly disclaims any obligation, to update or alter its statements whether as a result of new information, future events or otherwise, except as required by applicable law.
Important Additional Information
Investors and shareholders may obtain copies of the documents filed by the parties, at the Securities and Exchange Commissions website at www.sec.gov or at Fremonts website at www.fmic.com/investors. The proxy statement and such other documents may also be obtained, for free from Fremont by directing such request to Investor Relations, 933 East Main Street, Fremont, Michigan 49412, Telephone: (231) 924-0300.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
FREMONT MICHIGAN INSURACORP, INC. | ||||
Dated: July 22, 2011 |
By: | |||
/s/ Kevin G. Kaastra | ||||
Kevin G. Kaastra Vice President of Finance |
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EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release issued by Fremont Michigan InsuraCorp, Inc. on July 22, 2011. |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Jeff Lambert or Jeff Tryka, CFA
Lambert, Edwards & Associates
616-233-0500
Fremont Michigan InsuraCorp, Inc. Shareholders Approve Acquisition by Auto Club Insurance Association
FREMONT, Mich. July 22, 2011 Shareholders of Fremont Michigan InsuraCorp, Inc. (Fremont) (OTCQB: FMMH) voted to approve and adopt the merger agreement with Auto Club Insurance Association (Auto Club) at a special meeting of shareholders held today.
Based upon the preliminary tally of shares voted at the special meeting of shareholders, 1,358,246, or 76.1%, of the outstanding voting shares of Fremont voted in favor of the approval and adoption of the merger agreement. A total of 1,389,169 shares were voted at the meeting, representing 77.8% of Fremonts outstanding voting shares.
The merger is expected to close on Aug. 1, 2011. Following the closing of the merger, Fremonts shareholders will be entitled to receive $36.15 per share in cash.
About Fremont
Fremont Michigan InsuraCorp, Inc. is the holding company for Fremont Insurance Company. Headquartered in Fremont, Mich., the company provides property and casualty insurance to individuals, farms and small businesses exclusively in Michigan. Trading in Fremonts common stock is reported on the OTC Market (OTCQB) under the symbol FMMH.
About Auto Club
Auto Club Insurance Association and its affiliates offer a full range of personal lines insurance products and services. ACIA is an affiliate of AAA Auto Club Group, which provides membership, travel and financial services to more than 4.2 million members in Illinois, Indiana, Iowa, Michigan, Minnesota, Nebraska, North Dakota and Wisconsin.
Forward-Looking Statements
Certain of the statements contained herein (other than statements of historical facts) are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include estimates and assumptions related to economic, competitive and legislative developments. These forward-looking statements are subject to change and uncertainty that are, in many instances, beyond Fremonts control and have been made based upon managements expectations and beliefs concerning future developments and their potential effect on Fremont. For a list of factors which could affect Fremonts results, see Fremonts filings with the Securities and Exchange Commission, including Item 1A. Risk Factors, set forth in Fremonts Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2010. There can be no assurance that future developments will be in accordance with managements expectations so that the effect of future developments on Fremont will be those anticipated by management. Factors that might cause such a difference include, without limitation, the possibility that the closing does not occur or is delayed, either due to the failure of closing conditions or other reasons. Other factors not currently anticipated by management may also materially and adversely affect the closing of the merger transaction. Fremont does not undertake, and expressly disclaims any obligation, to update or alter its statements whether as a result of new information, future events or otherwise, except as required by applicable law.