UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Senior Vice President, Secretary and General Counsel
Auto Club Insurance Association
1 Auto Club Drive
Dearborn, Michigan 48126
(313) 336-1234
Receive Notices and Communications)
with a copy to:
J. Brett Pritchard
Locke Lord Bissell & Liddell LLP
111 South Wacker Drive
Chicago, Illinois 60606
(312) 443-0700
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 357365 10 5 |
1 | NAMES OF REPORTING PERSONS Auto Club Insurance Association | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Michigan | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | |||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 277,684* | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | |||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
277,684* | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
15.6%(See Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IC |
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1. | Agreement and Plan of Merger, dated as of April 15, 2011, by and among Auto Club Insurance Association, ACG Acquisition Co., Inc. and Fremont Michigan InsuraCorp, Inc. (incorporated by reference to Exhibit 2.1 of Fremont’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2011). | ||
2. | Shareholders Agreement, dated as of April 15, 2011, by and among Auto Club Insurance Association, ACG Acquisition Co., Inc., Fremont Michigan InsuraCorp, Inc. and the Shareholders. |
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Auto Club Insurance Association | ||||
By: | /s/ Richard T. White | |||
Name: | Richard T. White | |||
Title: | Senior Vice President, Secretary and General Counsel | |||
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Directors and Executive Officers
Name | Present Principal Occupation and Business Address of Such Organization | |
Directors | ||
Charles E. Allen | President & Chief Executive Officer, Graimark Realty Advisors, Inc., 250 E. Harbortown Drive, #410, Detroit, MI 48207 | |
William P. Baer | Chairman & Chief Executive Officer, The Crown Group, Inc., 2111 Walter Reuther Drive, Warren, MI 48091 | |
Chris Bauer | Chief Executive Officer, AnchorBank fsb, P.O. Box 7933, Madison, WI 53703 | |
Carole Brown | Senior Managing Director, Siebert Brandford Shank, LLC, The Franklin Center, 222 West Adams, Suite 520, Chicago, IL 60606 | |
Clesteen Clark | Senior Vice President, Global Nutrition, Corporate Affairs & Chief Sustainability Officer, Kellogg Company, One Kellogg Square, P.O. Box 3499, Battle Creek, MI 49017 | |
Valerie R. Daniels-Carter | President & Chief Executive Officer, V&J Holding Companies, Inc., 6933 West Brown Deer Rd., Milwaukee, WI 53226 | |
Stephen Ellsworth Ewing | Retired | |
Rick Inatome | Chief Executive Officer, Infilaw, Inc., 110 Fifth Avenue S., Suite 401, Naples, FL 34102 | |
William O. McCormack | Retired | |
Charles H. Podowski | President & Chief Executive Officer of ACIA | |
William E. Shaw | Retired | |
Brian Vergin | Retired | |
Jamie Tom Zanios | Vice President, North Iowa Area Community College, Pappajohn Business Center, 500 College Drive, Mason City, IA 50401 |
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Executive Officers | ||
Ann F. Federici | Senior Vice President & Chief Human Resource Officer | |
Judith M. Feldmeier | Vice President & Chief Actuary | |
Gerald Gutowski | Senior Vice President, ACG Automotive | |
Sean H. Maloney | Senior Vice President, Treasurer & Chief Financial Officer | |
Charles J. Mazzola | Senior Vice President, Corporate Business Control | |
J. Terry McElroy | Executive Vice President | |
Betty Schick | Senior Vice President & Chief Marketing Officer | |
Margaret Ann Scheske | Vice President & Chief Accounting Officer | |
Brent R. Stahlheber | Senior Vice President & Chief Information Officer | |
Steven R. Wagner | President, Field Operations | |
Richard T. White | Senior Vice President, Secretary & General Counsel |
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