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) February 26, 2008
ProCentury Corporation
(Exact name of registrant as specified in its charter)
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| Ohio
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000-50641
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31-1718622 |
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| (State or other jurisdiction
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(Commission File
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(IRS Employer |
| of incorporation)
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Number)
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Identification No.) |
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| 465 Cleveland Avenue, Westerville, Ohio
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43082 |
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| (Address of principal executive offices)
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(Zip Code) |
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Registrant’s telephone number, including area code
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614-895-2000 |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Attached hereto as Exhibit 99.1 are materials to be used by members of management of
Meadowbrook Insurance Group, Inc. (“Meadowbrook”) and ProCentury Corporation (“ProCentury”) in
investor presentations regarding the Agreement and Plan of Merger (the “Merger Agreement”) dated
February 20, 2008 entered into by Meadowbrook, MBKPC Corp., a wholly-owned subsidiary of
Meadowbrook (“Merger Sub”), and ProCentury, pursuant to which ProCentury will be merged with and
into Merger Sub with Merger Sub being the surviving entity in the merger (the “Merger”).
The materials include estimated gross written premiums and net income for ProCentury for the
years ending December 31, 2008 and 2009 for purposes of an accretion calculation relating to the
Merger. ProCentury has not issued guidance for the years ending December 31, 2008 and 2009, and
its internal estimates for gross written premiums for such periods range from approximately $250
million to $270 million and $260 million to $285 million, respectively. The estimates in the
materials represent only one estimate of gross written premiums and net income for those years and
actual results may differ materially from those estimates.
The estimates do not give effect to any changes or expenses as a result of the merger or any
other effects of the merger; necessarily reflect numerous assumptions, many of which are beyond the
control of ProCentury and may not prove to be accurate; and should not be regarded as a
representation that they will be achieved.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This document contains certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934 as amended.
These include statements as to the benefits of the Merger, including future financial and operating
results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may
be realized from the Merger as well as other statements of expectations regarding the Merger and
any other statements regarding future results or expectations. Each of Meadowbrook and ProCentury
intends such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is
including this statement for purposes of these safe harbor provisions. Forward-looking statements,
which are based on certain assumptions and describe future plans, strategies, and expectations of
each of Meadowbrook and ProCentury, are generally identified by the use of words such as “believe,”
“expect,” “intend,” “anticipate,” “estimate,” or “project” or similar expressions. Each of the
companies’ respective ability to predict results, or the actual effect of future plans or
strategies, is inherently uncertain. Factors which could have a material adverse effect on the
operations and future prospects of each of Meadowbrook and ProCentury and their respective
subsidiaries include, but are not limited to: the risk that the businesses of Meadowbrook and/or
ProCentury in connection with the Merger will not be integrated successfully or such integration
may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost
savings from the Merger may not be fully realized or realized within the expected time frame;
revenues following the Merger may be lower than expected; customer and employee relationships and
business operations may be disrupted by the Merger; the ability to obtain required governmental and
shareholder approvals, and the ability to complete the Merger on the expected timeframe. Other
factors that could cause Meadowbrook’s or ProCentury’s actual results to differ materially from
those expressed or implied are discussed under “Risk Factors” in each company’s respective most
recent annual report on Form 10-K and other filings with the SEC. Neither Meadowbrook nor
ProCentury undertakes any obligation to (and expressly disclaims any such obligation to) update or
alter its forward-looking statements whether as a result of new information, future events or
otherwise.
Additional Information
The proposed Merger will be submitted to Meadowbrook’s and ProCentury’s shareholders for their
approval. Meadowbrook will file a registration statement, and Meadowbrook and ProCentury will file
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a joint proxy statement/prospectus and both companies will file other relevant documents with
the SEC. Shareholders are urged to read the registration statement and joint proxy
statement/prospectus regarding the proposed Merger when they become available and any other
relevant documents filed with the SEC, as well as any amendments or supplements to those documents,
as they will contain important information. Investors will be able to obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing information about Meadowbrook
and ProCentury, at the SEC’s website (http://www.sec.gov). Investors will also be able to obtain
these documents, free of charge, by accessing Meadowbrook’s website (http://www.meadowbrook.com),
or by accessing ProCentury’s website (http://www.procentury.com).
Meadowbrook and ProCentury and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the shareholders of Meadowbrook and/or
ProCentury in connection with the proposed Merger. Information about the directors and executive
officers of Meadowbrook is set forth in the proxy statement for Meadowbrook’s 2007 annual meeting
of shareholders, as filed with the SEC on April 6, 2007. Information about the directors and
executive officers of ProCentury is set forth in the proxy statement for ProCentury’s 2007 annual
meeting of shareholders, as filed with the SEC on April 6, 2007. Additional information regarding
the interests of those participants and other persons who may be deemed participants in the
transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed
Merger when it becomes available. Investors may obtain free copies of these documents as described
above.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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99.1 |
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Investor presentation dated February 26, 2008 |
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