Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO §
240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a)
(Amendment
No. 1)1
FREMONT MICHIGAN INSURACORP,
INC.
(Name of
Issuer)
Class A Common Stock, no par
value
(Title of
Class of Securities)
357365105
(CUSIP
Number)
Sardar
Biglari
c/o The
Steak n Shake Company
500
Century Building
36 South
Pennsylvania Street
Indianapolis,
IN 46204
(317)
656-4570
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December 21,
2009
(Date of
Event Which Required Filing of This Statement)
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 .
Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
1 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).
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 .
Note: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
CUSIP NO. 357365105
|
1
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NAME
OF REPORTING PERSON
THE
STEAK N SHAKE COMPANY
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
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3
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SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED o
|
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6
|
CITIZENSHIP
OF PLACE OF ORGANIZATION
INDIANA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
172,500
|
|
8
|
SHARED
VOTING POWER
-0-
|
|
9
|
SOLE
DISPOSITIVE POWER
172,500
|
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,500
|
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
o
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14
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TYPE
OF REPORTING PERSON
CO
|
CUSIP NO. 357365105
The
following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D
filed by the undersigned (the “Schedule 13D”). Amendment No. 1 amends
the Schedule 13D as specifically set forth.
Item
4. Purpose of
Transaction.
Item 4 is hereby amended to add the
following:
On
December 21, 2009, Reporting Person issued a letter to the Board of Directors of
the Issuer proposing to acquire 100% of the issued and outstanding shares of
common stock of the issuer through an appropriate acquisition entity by tender
offer and/or merger for $24.50 per share. A press release announcing the
Reporting Person’s intentions in this regard was issued the same day. In
addition, the Reporting Person filed for regulatory approval with the Michigan
Office of Financial and Insurance Regulation to acquire shares of the issuer
that it does not already own. Copies of the letter and press release are
attached as exhibits hereto and incorporated herein by
reference.
Item
7. Material to be Filed as
Exhibits.
Item 7 is hereby amended to add the
following exhibits:
|
|
A.
|
Letter
from The Steak n Shake Company to the Board of Directors of the Issuer,
dated December 21, 2009 (filed herewith as Exhibit
A).
|
|
|
B.
|
Press
Release of The Steak n Shake Company, dated December 21, 2009 (filed
herewith
as Exhibit B).
|
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
| Dated:
December 21, 2009 |
THE STEAK N SHAKE
COMPANY |
|
| |
|
|
|
| |
By:
|
/s/ Sardar
Biglari |
|
| |
|
Name:
Sardar Biglari |
|
| |
|
Title: Chairman and Chief
Executive Officer |
|
| |
|
|
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THE
STEAK N SHAKE COMPANY
36 SOUTH
PENNSYLVANIA STREET, SUITE 500
INDIANAPOLIS,
INDIANA 46204
TELEPHONE
(317) 633-4100
FAX (317)
633-4106
Board of
Directors
Fremont
Michigan InsuraCorp, Inc.
933 East
Main Street
Freemont,
Michigan 49412
Dear
Board Members:
The Steak
n Shake Company (''Steak n Shake") currently owns 9.9% of the outstanding shares
of common stock of Fremont Michigan InsuraCorp, Inc. ("Fremont"). Steak n Shake
hereby declares its willingness to acquire 100% of the issued and outstanding
shares of common stock of Fremont that it does not already own, through an
appropriate acquisition entity by tender offer and/or merger (the
"Transaction"), for $24.50 per share (the "Purchase Price"). 50% of the Purchase
Price would be paid in cash, and 50% would be paid in shares of the common stock
of Steak n Shake. Stockholders of Fremont would be given an opportunity to elect
to receive the Purchase Price in cash, shares of Steak n Shake, or a combination
thereof, so that the consideration will be subject to proration if the elections
do not equal 50% cash and 50% stock. Our offer is not subject to any financing
contingency.
We
believe our proposal provides the best means for stockholders of Fremont to
realize the value of their shares by allowing them to exchange their shares for
cash and/or for a more liquid security of a diversified holding company that
trades on the NYSE. As you know, unlike Steak n Shake’s shares, those of Fremont
trade infrequently and in very little volume on the OTC Bulletin
Board.
Our
proposal is subject to obtaining all necessary regulatory approvals and a waiver
from Fremont on its anti-takeover provisions.
Furthermore,
we want all members of the management team, other than the CEO, to remain in
place. We are willing to discuss employment agreements with
the other members of management because we believe they will play an
integral role in the new ownership structure.
We
welcome meeting with members of Fremont’s Board or its representatives as soon
as is practicable.
|
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Sincerely,
/s/ Sardar Biglari
Sardar Biglari
Chairman of the
Board
|
THE
STEAK N SHAKE COMPANY PROPOSES TO ACQUIRE FREMONT MICHIGAN INSURACORP, INC. FOR
$24.50 PER SHARE IN CASH AND STOCK
INDIANAPOLIS,
IN — December 21, 2009 — The Steak n Shake Company (NYSE: SNS) announced today
its intent to acquire 100% of the issued and outstanding shares of common stock
of Fremont Michigan InsuraCorp, Inc. (OTC Bulletin Board: FMMH.OB) that it does
not already own, through an appropriate acquisition entity for $24.50 per share
(the "Purchase Price"). 50% of the Purchase Price would be paid in cash, and 50%
would be paid in shares of the common stock of Steak n Shake. Stockholders of
Fremont would be given an opportunity to elect to receive the Purchase Price in
cash, shares of Steak n Shake, or a combination thereof, so that the
consideration will be subject to proration if the elections do not equal 50%
cash and 50% stock. The offer is not subject to any financing contingency. The
offer price represents an 11.3% premium to today's closing price of Fremont's
common stock.
Steak n
Shake is filing for regulatory approval from the Michigan Office of Financial
and Insurance Regulation.
Forward-Looking
Statements
This news
release may include "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and other federal securities
laws. These statements which may concern anticipated future results are based on
current expectations and are subject to a number of risks and uncertainties that
could cause actual results to differ markedly from those projected or discussed
here. Steak n Shake cautions readers not to place undue reliance upon any such
forward-looking statements, for actual results may differ materially from
expectations. Steak n Shake does not undertake to publicly update or revise any
forward-looking statements even if experience or future changes make it clear
that any projected results expressed or implied therein will not be realized.
Further information on the types of factors that could affect Steak n Shake and
its business can be found in the company's filings with the SEC.
CONTACT: Duane
Geiger, +1-317-633-4100