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 21, 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
of incorporation)
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(Commission File
Number)
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(IRS Employer
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) |
Registrants telephone number, including area code
614-895-2000
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)) |
On February 21, 2008, Meadowbrook Insurance Group, Inc. (Meadowbrook) and ProCentury
Corporation (ProCentury) held a conference call at
11:30 a.m. Eastern time regarding the previously announced Agreement and Plan of Merger, dated February 20, 2008, by and
among Meadowbrook, MBKPC Corp. and ProCentury. A transcript of the conference call is attached as
Exhibit 99.1 and is incorporated by reference herein. A replay of the recorded conference call
will be available following the conference call until February 29, 2008 and can be accessed via
Meadowbrooks website (http://www.meadowbrook.com) or ProCenturys website
(http://www.procentury.com).
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
The transcript 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 Meadowbrooks or ProCenturys actual results to differ materially from
those expressed or implied are discussed under Risk Factors in each companys 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 Meadowbrooks and ProCenturys 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
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 SECs website (http://www.sec.gov). Investors will also be able to obtain
these documents, free of charge, by accessing Meadowbrooks website (http://www.meadowbrook.com),
or by accessing ProCenturys 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 Meadowbrooks 2007 annual meeting
of
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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 ProCenturys 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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Transcript of February 21, 2008 conference
call |
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