Item
1.01. Entry
into a Material Definitive Agreement.
Amendment No. 2 to the Plan
and Agreement of Merger
On August
29, 2008, AmCOMP Incorporated (the “Company”) entered into an amendment (the
“Amendment”) to the Agreement and Plan of Merger, dated January 10, 2008 and
amended on April 28, 2008 (as amended, the “Merger Agreement”), by and among the
Company, Employers Holdings, Inc. (“EMPLOYERS”) and Sapphire Acquisition Corp.
(“Sapphire”).
The
Amendment modifies the Merger Agreement as follows:
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the
price per share to be paid by EMPLOYERS to the Company’s stockholders at
the closing of the merger (the “Merger”) is reduced to $12.15 per share in
cash;
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subject
to the satisfaction or, if permissible, waiver by the party to the Merger
Agreement entitled to the benefit thereof, of the conditions set forth in
the Merger Agreement, the closing of the Merger is to occur on October 31,
2008;
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permits
the Company to comply with the terms of a Consent Order, dated August 29,
2008, among the Office of Insurance Regulation of the State of Florida
(the “Florida OIR”), AmCOMP Assurance Corporation and AmCOMP Preferred
Insurance Company (the “Consent Order”) relating to the settlement of the
Company's excessive profits filings with the Florida OIR;
and
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eliminates
the requirement that the Company terminate its 401(k) plan effective with
the closing of the Merger.
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The
Amendment also provides that neither the Consent Order nor any provision,
requirement, agreement or covenant contained therein will constitute a
Burdensome Condition or Company Material Adverse Effect (as such terms are
defined in the merger agreement) for any purpose under the Merger
Agreement. The parties to the previously disclosed Voting and Support
Agreements, dated as of January 10, 2008, have executed letter agreements
continuing those agreements with EMPLOYERS.
On August
29, 2008, EMPLOYERS and Sapphire executed a consent order from the Florida OIR
approving the acquisition of the Company by EMPLOYERS’ pursuant to the Merger
Agreement.
The
foregoing summary of the Amendment No. 2 does not purport to be complete and is
subject to and qualified in its entirety by reference to the actual text of such
agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference.
Florida Office of Insurance
Regulation Consent Order
On August
29, 2008, the Company, through its insurance subsidiaries AmCOMP Assurance
Corporation and AmCOMP Preferred Insurance Company, and the Florida OIR executed
the Consent Order which provided the terms and conditions of a settlement with
the Florida OIR.
As
previously disclosed, on May 19, 2008 the Company received a Notice of Intent to
Issue Order to Return Excess Profit (the “2008 Notice”) from the Florida OIR,
and subsequent to the 2008 Notice, AmCOMP Assurance Corporation and AmCOMP
Preferred Insurance Company, through counsel, filed a Petition For
Administrative Hearing Involving Disputed Issues of Fact with the Florida OIR,
challenging the 2008 Notice. The settlement resolves all outstanding
issues arising from the 2008 Notice as well as the Company’s 2008 excessive
profits filing for accident years 2004, 2005 and 2006. While the
Company did not receive any Notice of Intent to Issue Order to Return Excess
Profit relating to its 2008 filing, the Florida OIR notified the Company that it
would not consent to the proposed merger with EMPLOYERS without resolution of
the Company's 2008 filing. The Consent Order executed in connection
with the settlement provides that: (i) for accident years 2002, 2003
and 2004, for which the Company received a Notice of Intent to Issue Order to
Return Excess Profit from the Florida OIR on March 19, 2007, the Company has not
realized “Florida excessive profits” (as defined in Florida Statute Section
627.215); (ii) for accident years 2003, 2004 and 2005 Florida
excessive profits in the amount of approximately $2.8 million have been
realized, and (iii) for accident years 2004, 2005 and 2006 Florida
excessive profits of $5,650,807 have been realized.
Under the
terms of the Consent Order, the Company waived all rights to challenge or to
contest the aforementioned finding of excessive profits. The Consent Order
provides that nothing contained therein shall be deemed to constitute an
admission or acknowledgment by the Company, or a finding by the Florida OIR,
that the Company has violated the requirements of Florida Statute Section
627.215 or Chapter 624 of the Florida Statutes. The Company intends
to provide refunds to effected policyholders within the timeframe provided by
law, in accordance with the terms of the Consent Order.
The
foregoing summary of the Consent Order does not purport to be complete and is
subject to and qualified in its entirety by reference to the actual text of such
agreement, a copy of which is will be filed by amendment to this Form 8-K as
Exhibit 10.1 and will be incorporated herein by reference.
Item
8.01.
Other Events
.
The
Company issued a press release on August 29, 2008, announcing the Amendment and
Consent Order, a copy of which is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
Item
9.01.
Financial Statements and
Exhibits
.
(d) Exhibits
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Exhibit
Number
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Description
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2.1
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Amendment
No. 2, dated August 29, 2008, to the Agreement and Plan of Merger, dated
as of January 10, 2008, as amended on April 28, 2008, by and among AmCOMP
Incorporated, Employers Holdings, Inc. and Sapphire Acquisition
Corp.
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10.1
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Consent
Order, dated August 29, 2008, by and among AmCOMP Assurance Corporation,
AmCOMP Preferred Insurance Company and the Florida Office of Insurance
Regulation. (To be filed by
amendment)
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99.1
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Press
Release issued August 29, 2008.
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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.
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AmCOMP
INCORPORATED
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Dated:
August 29, 2008
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By:
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/s/
Kumar
Gursahaney
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Name:
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Kumar
Gursahaney
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Title:
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Senior
Vice President and Chief Financial
Officer
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