SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
FREMONT MICHIGAN INSURACORP, INC.
(Name of Subject Company)
FREMONT MICHIGAN INSURACORP, INC.
(Names of Person Filing Statement)
Class A Common Stock, No Par Value Per Share
(Title of Class of Securities)
357365 10 5
(CUSIP Number of Class of Securities)
Richard E. Dunning
President and CEO
Fremont Michigan InsuraCorp, Inc.
933 East Main Street
Fremont, Michigan 49412
(231) 924-0300
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person Filing Statement)
Copies To:
John D. Pirich, Esq.
Phillip D. Torrence, Esq.
Honigman Miller Schwartz and Cohn LLP
Columbia Plaza
350 East Michigan Avenue, Suite 300
Kalamazoo, Michigan 49007
(269) 337-7702
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
FOR IMMEDIATE RELEASE
Contact: Jeff Tryka, CFA
Lambert, Edwards & Associates
616-233-0500
| | |
| |
 | | Fremont Michigan InsuraCorp, Inc. Issues Statement Regarding Letter from Biglari Holdings, Inc. |
Fremont, Mich. – Oct. 14, 2010 – Fremont Michigan InsuraCorp, Inc. (“Fremont”) (OTC BB: FMMH), a Michigan-exclusive property and casualty insurance carrier, today issued a statement regarding an unsolicited letter dated October 11, 2010 which Biglari Holdings Inc. filed as an exhibit to its Form 13D/A filed with the Securities and Exchange Commission on October 12, 2010. Fremont confirmed that its Board has received the letter from Biglari Holdings seeking to acquire the remaining shares of Fremont that Biglari Holdings does not already own. Fremont’s Board of Directors has asked its previously established Special Committee of the Board to meet to review the letter and, with the help of management and advisors, make an appropriate recommendation to the Board on what it believes is in the best interests of all Fremont’s shareholders.
“Our Board, management team, associates and agents remain focused on continuing to grow our business and maximizing the value of the Company,” said Richard E. Dunning, President and CEO of Fremont. “Our Board takes its fiduciary duty seriously, and we will carefully review this matter in light of its impact on our shareholders, and all our stakeholders, as well as current laws and regulations.”
The tender offer proposed by Biglari Holdings referred to in this release has not commenced. Fremont will file a Solicitation/Recommendation Statement with the U.S. Securities and Exchange Commission (the “SEC”) on Schedule 14D-9 following commencement of a tender offer within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 and holders of shares of Class A Common Stock are advised to read it when it becomes available as it will contain important information. Copies of the Schedule 14D-9 and other related documents filed by Fremont will be available free of charge on the SEC’s website at http://www.sec.gov. In addition, documents filed with the SEC by Fremont may be obtained free of charge by contacting Fremont’s investor relations department or on Fremont’s website at http://www.fmic.com. Any documents filed by Biglari Holdings, including any Tender Offer Statement on Schedule TO, will also be available free of charge on the SEC’s website.
About Fremont
Fremont Michigan InsuraCorp, Inc. is the holding company for Fremont Insurance Company. Headquartered in Fremont, Michigan, the company provides property and casualty insurance to individuals, farms and small businesses exclusively in Michigan. Trading in Fremont Michigan InsuraCorp, Inc.’s common stock is reported on the OTC Bulletin Board (OTCBB) under the symbol “FMMH.”
Certain of the statements contained herein (other than statements of historical facts) are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include estimates and assumptions related to economic, competitive and legislative developments. These forward-looking statements are subject to change and uncertainty that are, in many instances, beyond the Company’s control and have been made based upon management’s expectations and beliefs concerning future developments and their potential effect on Fremont Michigan InsuraCorp, Inc. For a list of factors which could affect the Company’s results, see the Company’s filings with the Securities and Exchange Commission, including “Item 1A. Risk Factors,” set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. There can be no assurance that future developments will be in accordance with management’s expectations so that the effect of future developments on the Company will be those anticipated by management.
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