Item 2.02. Results of Operations and Financial Condition.
On February 20, 2008, ProCentury Corporation, an Ohio corporation (“ProCentury”), issued a press
release announcing ProCentury’s results for the quarter and year ended December 31, 2007. A copy
of the release is attached hereto as Exhibit 99.1.
Item 8.01 Other Events.
On February 20, 2008, ProCentury and Meadowbrook Insurance Group, Inc., a Michigan corporation
(“Meadowbrook”), issued a joint press release announcing the execution of the Agreement and Plan of
Merger, dated as of February 20, 2008, by and among ProCentury, Meadowbrook and MBKPC Corp. (the
“Agreement”). A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated
by reference herein.
Also on February 20, 2008, ProCentury sent a letter to its employees announcing the execution of
the Agreement. A copy of this letter is attached hereto as Exhibit 99.3 and is incorporated by
reference herein.
Additional Information about the Proposed Transaction
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
a joint proxy statement/prospectus, and both companies will file other relevant documents with the
Securities and Exchange Commission (the “SEC”). Shareholders are urged to read the registration
statement and joint proxy statement/prospectus when they become available and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those documents, because
they will contain important information. Investors will be able to obtain a free copy of the
registration statement and 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.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This report 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 stockholder 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.
Item 9.01 Financial Statements and Exhibits
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(c)
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Exhibits |
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99.1
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Press Release issued by ProCentury Corporation, dated February 20, 2008 |
99.2
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Press Release jointly issued by ProCentury Corporation and Meadowbrook
Insurance Group, Inc., dated February 20, 2008 |
99.3
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Letter from ProCentury Corporation to its Employees, dated February 20, 2008 |
The information under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1
furnished herewith, shall not be deemed “filed” for the purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section, and shall not be incorporated by reference into any registration statement or
other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act,
except as otherwise stated in such filing.