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): NOVEMBER 7, 2005 (NOVEMBER 1,
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
INCORPORATION) NUMBER)
1-14094
(COMMISSION FILE NUMBER)
26255 AMERICAN DRIVE
SOUTHFIELD, MICHIGAN 48034
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 1, 2005, Meadowbrook Insurance Group, Inc. (the "Registrant") issued
a press release setting forth its financial results for the third quarter and
nine months ended September 30, 2005.
ITEM 7.01. REGULATION FD DISCLOSURE
The Registrants press release issued on November 1, 2005 provides certain
information regarding the Company's anticipated full year 2005 and 2006
financial results.
The statements made by the Registrant under this item constitute forward-looking
statements. Please refer to the Registrant's most recent 10-K, 10-Q, and other
Securities and Exchange Commission filings for more information on risk factors.
Actual results could differ materially. These forward-looking statements involve
risks and uncertainties including, but not limited to the following: the
frequency and severity of claims; uncertainties inherent in reserve estimates;
catastrophic events; a change in the demand for, pricing of, availability or
collectibility of reinsurance; increased rate pressure on premiums; obtainment
of certain rate increases in current market conditions; investment rate of
return; changes in and adherence to insurance regulation; actions taken by
regulators, rating agencies or lenders; obtainment of certain processing
efficiencies; changing rates of inflation; and general economic conditions. The
Registrant is not under 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 8.01 OTHER EVENTS
On November 1, 2005, the Registrant issued a press release announcing that its
subsidiary has entered into a purchase agreement to acquire certain assets of
Insurance & Benefit Consultants of Sarasota, Florida. A copy of the press
release is furnished herewith as Exhibit 99.2.
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:
99.1 Earnings Press Release for the third quarter and nine months
ended September 30, 2005, issued November 1, 2005.
99.2 Press Release, dated November 1, 2005.
The information filed as Exhibit 99.1 to this Form 8-K is being furnished in
accordance with Items 2.02 and 7.01 and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities imposed by that Section. Such information
shall not be incorporated by reference into any registration statement or other
document or filing under the Securities Act of 1933, as amended, except as may
be expressly set forth in a specific filing.
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: November 7, 2005 MEADOWBROOK INSURANCE GROUP, INC.
(REGISTRANT)
By: /s/ Karen M. Spaun
------------------------------------
Karen M. Spaun, Chief Financial
Officer
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
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99.1 Earnings Press Release for the third quarter and nine months ended
September 30, 2005, issued November 1, 2005.
99.2 Press Release, dated November 1, 2005.