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): SEPTEMBER 22, 2005
(SEPTEMBER 16, 2005)
MEADOWBROOK INSURANCE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MICHIGAN 38-2626206
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION)
1-14094
(COMMISSION FILE NUMBER)
26255 AMERICAN DRIVE
SOUTHFIELD, MICHIGAN 48034
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
(248)358-1100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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:
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On September 19, 2005, Meadowbrook Insurance Group, Inc. (the "Registrant")
issued a press release announcing that Meadowbrook Capital Trust II, a wholly
owned unconsolidated trust of the Registrant, had raised approximately $20.0
million in a trust preferred pooled transaction. The securities, which are
classified as long-term debt, have a floating rate equal to the three month
LIBOR plus 358 basis points and mature in 30 years. The securities can be called
by the issuer after five years from the date of issuance.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
a. None.
b. None.
c. The following document is furnished as an Exhibit to this Current
Report on Form 8-K pursuant to Item 601 of Regulation S-K:
4.1 Junior Subordinated Indenture between Meadowbrook Insurance
Group, Inc. and LaSalle Bank National Association, dated as of
September 16, 2005.
10.1 Purchase Agreement among Meadowbrook Insurance Group, Inc.,
Meadowbrook Capital Trust II, and Merrill Lynch International,
dated as of September 16, 2005.
10.2 Amended and Restated Trust Agreement among Meadowbrook Insurance
Group, Inc., LaSalle Bank National Association, Christiana Bank &
Trust Company, and The Administrative Trustees Named Herein,
dated as of September 16, 2005.
10.3 Guarantee Agreement between Meadowbrook Insurance Group, Inc.,
and LaSalle Bank National Association, dated as of September 16,
2005.
99.1 Press Release, dated September 19, 2005.
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.
Dated: September 22, 2005 MEADOWBROOK INSURANCE GROUP, INC.
(REGISTRANT)
By: /s/ Karen M. Spaun
---------------------------------------
Karen M. Spaun, Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
----------- --------------------
4.1 Junior Subordinated Indenture between Meadowbrook Insurance
Group, Inc. and LaSalle Bank National Association, dated as of
September 16, 2005.
10.1 Purchase Agreement among Meadowbrook Insurance Group, Inc.,
Meadowbrook Capital Trust II, and Merrill Lynch International,
dated as of September 16, 2005.
10.2 Amended and Restated Trust Agreement among Meadowbrook Insurance
Group, Inc., LaSalle Bank National Association, Christiana Bank &
Trust Company, and The Administrative Trustees Named Herein,
dated as of September 16, 2005.
10.3 Guarantee Agreement between Meadowbrook Insurance Group, Inc.,
and LaSalle Bank National Association, dated as of September 16,
2005.
99.1 Press Release, dated September 19, 2005.