Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(Rule
14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )
FMG
ACQUISITION CORP.
(Name
of Subject Company (Issuer))
FMG
ACQUISITION CORP.
(Names
of Filing Persons (Issuer))
Common
Stock, par value $0.0001
(Title
of Class of Securities)
34410L106
(CUSIP
Number of Class of Securities)
Four
Forest Park, Second Floor
Farmington,
Connecticut 06032
(860)
677-2701
(Name,
address and telephone number of person authorized to
receive
notices
and communications on behalf of Filing Persons)
with
a copy to:
Douglas
S. Ellenoff, Esq.
Adam
S. Mimeles, Esq.
Ellenoff
Grossman & Schole LLP
150
East 42nd Street
New
York, New York 10017
(212)
370-1300
CALCULATION
OF FILING FEE
|
Transaction
valuation*
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|
Amount
of filing fee*
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Not
Applicable *
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Not
Applicable *
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*
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Pursuant
to General Instruction D to Schedule TO, no filing fee is required
because
this communication is made before the commencement of a tender
offer.
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¨
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and
identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the Form
or Schedule and the date of its
filing.
|
Amount
Previously Paid: Not applicable
Form
or
Registration No.: Not applicable
Filing
Party: Not applicable
Date
Filed: Not applicable
|
x
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Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender
offer.
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Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
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¨
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third-party
tender offer subject to Rule 14d-1.
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x
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issuer
tender offer subject to Rule 13e-4.
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¨
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going-private
transaction subject to Rule 13e-3.
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¨
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amendment
to Schedule 13D under Rule 13d-2.
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Check
the
following box if the filing is a final amendment reporting the results of the
tender offer: ¨
On
August
18, 2008, FMG Acquisition Corp. (“FMG”), filed Amendment No. 4 to its
Registration Statement on Form S-4 (No. 333-150327) with the Securities and
Exchange Commission, which further amends the Registration Statement initially
filed on April 18, 2008 and amended on June 13, July 8 and August 1, 2008,
relating to the special meeting of stockholders to be held in connection with
the approval of the proposed merger of United Subsidiary Corp., a Florida
corporation and wholly-owned subsidiary of FMG, and United Insurance Holdings,
L.C., a Florida corporation, and related matters. The Registration Statement,
as
amended, includes a discussion of an issuer tender offer for up to 3,320,762
shares of FMG common stock that will commence on the date of the mailing of
the
proxy statement/prospectus to FMG stockholders. The Registration Statement,
as
amended, is filed as Exhibit 99.1 and is incorporated herein by
reference.
Cautionary
Note Regarding Forward-looking Statements
Information
in these materials that involves expectations, plans, intentions or strategies
regarding the future are forward-looking statements that are not facts and
involve a number of risks and uncertainties. You can identify these statements
by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,”
“believe,” “estimate,” “intends,” and “continue” or similar words. You should
read statements that contain these words carefully because they discuss future
expectations, contain projections of future results of operations or financial
condition and state other “forward-looking” information. These forward-looking
statements are subject to business and economic risk, reflect management’s
current expectations, estimates and projections about FMG’s business, and are
inherently uncertain and difficult to predict. FMG’s actual results could differ
materially.
The
forward-looking statements contained in these materials speak only as of the
date on which they were made, and FMG disclaims any obligation to update any
forward-looking statements to reflect events or circumstances after the date
of
the Registration Statement, as amended. Forward-looking statements believed
to
be true when made may ultimately prove to be incorrect. These statements are
not
guarantees of future performance and are subject to risks, uncertainties and
other factors, some of which are beyond FMG’s control and may cause actual
results to differ materially from current expectations.
Important
Information
THE
TENDER OFFER DESCRIBED IN FMG’S REGISTRATION STATEMENT HAS NOT YET COMMENCED AND
WILL COMMENCE ON THE DATE OF THE MAILING OF THE PROXY STATEMENT/PROSPECTUS
TO
FMG STOCKHOLDERS. THE DESCRIPTION CONTAINED THEREIN IS NEITHER AN OFFER TO
PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF FMG COMMON STOCK.
THE
SOLICITATION AND THE OFFER TO BUY SHARES OF FMG COMMON STOCK WILL ONLY BE MADE
PURSUANT TO AN OFFER TO PURCHASE, FORMS OF LETTERS OF TRANSMITTAL AND OTHER
DOCUMENTS RELATING TO THE TENDER OFFER THAT FMG INTENDS TO FILE WITH THE SEC.
ONCE FILED, FMG STOCKHOLDERS SHOULD READ THE TENDER OFFER STATEMENT AND THE
OTHER DOCUMENTS RELATING TO THE TENDER OFFER CAREFULLY AND IN THEIR ENTIRETY
PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, INCLUDING THE TERMS AND
CONDITIONS OF THE OFFER. ONCE FILED, FMG STOCKHOLDERS WILL BE ABLE TO OBTAIN
THE
TENDER OFFER STATEMENT AND THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER
FREE
OF CHARGE AT THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV, OR FROM THE INFORMATION
AGENT NAMED IN THE TENDER OFFER MATERIALS.
Exhibit
Index
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99.1
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Amendment
No. 4 to Registration Statement on Form S-4 (No. 333-150327) of FMG
Acquisition Corp. filed on August 18, 2008 (incorporated herein by
reference to such Registration Statement on Form
S-4)
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