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): November 6, 2008 (October 31, 2008)
MEADOWBROOK INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
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| Michigan
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38-2626206 |
| (State or other jurisdiction of
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(I.R.S. Employer Identification Number) |
| incorporation) |
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1-14094
(Commission File Number)
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| 26255 American Drive |
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| Southfield, Michigan
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48034 |
| (Address of Principal
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(Zip Code) |
| Executive Offices) |
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(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:
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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)) |
TABLE OF CONTENTS
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 3, 2008, Meadowbrook Insurance Group, Inc. issued a press release setting forth its
financial results for the third quarter and nine months ended September 30, 2008.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Appointment of New Directors
At a meeting of the Registrant’s Board of Directors held on October 31, 2008, the Board elected
Robert F. Fix and Jeffrey A. Maffett as Directors of the Company. Mr. Fix will serve on the
Governance & Nominating and Audit Committees, while Mr. Maffett will serve on the Audit and
Investment Committees.
ITEM 7.01 REGULATION FD DISCLOSURE
The Company’s press release issued November 3, 2008 provided certain information regarding the
Company’s anticipated full year 2008 and 2009 financial results. A copy of the press release is
furnished herewith as Exhibit 99.1.
The statements made by the Company under this item constitute forward-looking statements. Please
refer to the Company’s most recent Form 10-K, Form 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; the ability to obtain 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; attainment of certain processing
efficiencies; changing rates of inflation; and general economic conditions. The Company 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.
The information in this Item 7.01, including the information regarding the Company’s anticipated
full year 2008 and 2009 financial results set forth in Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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c. |
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None. |
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d. |
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The following document is furnished as an Exhibit to this
Current Report on Form 8-K pursuant to Item 601 of Regulation S-K: |
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99.1 |
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Earnings Press Release for the third quarter
and nine months ended September 30, 2008, issued November 3, 2008. |
The information filed as Exhibit 99.1 to this Form 8-K is being furnished in accordance with Items
2.02 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.