sc13da307428006_10112010.htm

0000921895-10-001496.txt : 20101012 0000921895-10-001496.hdr.sgml : 20101011 20101012084013 ACCESSION NUMBER: 0000921895-10-001496 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101012 DATE AS OF CHANGE: 20101012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FREMONT MICHIGAN INSURACORP INC CENTRAL INDEX KEY: 0001271245 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 421609947 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80964 FILM NUMBER: 101117576 BUSINESS ADDRESS: STREET 1: 933 E. MAIN ST CITY: FREMONT STATE: MI ZIP: 49412 BUSINESS PHONE: 231 924 0300 MAIL ADDRESS: STREET 1: 933 E. MAIN ST CITY: FREMONT STATE: MI ZIP: 49412 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIGLARI HOLDINGS INC. CENTRAL INDEX KEY: 0000093859 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 370684070 STATE OF INCORPORATION: IN FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 175 EAST HOUSTON STREET, SUITE 1300 CITY: SAN ANTONIO STATE: TX ZIP: 78205 BUSINESS PHONE: 2103443400 MAIL ADDRESS: STREET 1: 175 EAST HOUSTON STREET, SUITE 1300 CITY: SAN ANTONIO STATE: TX ZIP: 78205 FORMER COMPANY: FORMER CONFORMED NAME: STEAK & SHAKE CO DATE OF NAME CHANGE: 20010322 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED PRODUCTS INC /IN/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STEAK N SHAKE INC DATE OF NAME CHANGE: 19840529 SC 13D/A 1 sc13da307428006_10112010.htm sc13da307428006_10112010.htm

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. 3)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 Biglari Holdings Inc.

175 East Houston Street, Suite 1300

San Antonio, Texas 78205

(210) 344-3400

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

with copies to:

Steven Wolosky, Esq.

Olshan Grundman Frome Rosenzweig & Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 11, 2010

(Date of Event Which Requires 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).

CUSIP NO. 357365105

1	NAME OF REPORTING PERSON Sardar Biglari
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
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
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 357365105

1	NAME OF REPORTING PERSON Biglari Holdings Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR 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
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 357365105

AMENDMENT NO. 3 TO SCHEDULE 13D

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned. Such Schedule 13D is hereby amended as follows:

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 is hereby amended to add the following:

On October 11, 2010, BH 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 that BH does not already own, through an appropriate acquisition entity, by tender offer followed by a back-end merger, for a purchase price of $29 per share in cash. A press release announcing BH’s intentions in this regard was issued the same day. 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:

99.1

Letter from BH to the Board of Directors of the Issuer, dated October 11, 2010

99.2

Press Release of BH, dated October 11, 2010

CUSIP NO. 357365105

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

	October 12, 2010
	(Date)


	/s/ Sardar Biglari
	Sardar Biglari

BIGLARI HOLDINGS INC.


By:	/s/ Sardar Biglari
	Name:	Sardar Biglari
	Title:	Chairman and Chief Executive Officer

EX-99.1 2 ex991to13da307428006_101110.htm LETTER TO BOARD ex991to13da307428006_101110.htm

Exhibit 99.1

BIGLARI HOLDINGS INC.

175 EAST HOUSTON STREET, SUITE 1300

SAN ANTONIO, TEXAS 78205

TELEPHONE (210) 344-3400

FAX (210) 344-3411

SARDAR BIGLARI, CHAIRMAN

October 11, 2010

Board of Directors

Fremont Michigan InsuraCorp, Inc.

933 East Main Street

Fremont, Michigan 49412

Dear Board Members:

Biglari Holdings Inc., which currently owns 9.9% of the outstanding shares of common stock of Fremont Michigan InsuraCorp, Inc. (“Fremont”), has been interested in acquiring Fremont in a negotiated transaction. Now we are willing to acquire 100% of the issued and outstanding shares of common stock of Fremont that we do not already own, through an appropriate acquisition entity, by tender offer followed by a back-end merger, for a purchase price of $29 per share in cash. This offer represents a 41% premium over the closing price of Fremont’s common stock of $20.50 on October 11, 2010. We believe our proposal provides certainty and liquidity for the shareholders of Fremont, consequently representing the best means for them to realize full and fair value for their shares.

As you are aware, on December 21, 2009, we proposed to acquire 100% of the issued and outstanding shares of common stock of Fremont at a price of $24.50 per share, which represented an 11.3% premium over the then $22.01 closing price of Fremont’s common stock, for a combination of stock and cash. We also filed for regulatory approval with the Michigan Office of Financial and Insurance Regulation to acquire those shares of Fremont we did not already own. Rather than accept our invitation to meet with members of the Board to discuss our proposal, Fremont responded by (1) announcing a mere two days later, on December 23, 2009, that it had rejected our proposal and (2) reducing the share ownership threshold required to trigger its poison pill from 15% to 9.999%.

In addition, Fremont’s senior officers and directors became intimately involved in promoting and lobbying extensively for Michigan Public Act 61 Section 1311(2), which became effective on April 30, 2010. Section 1311(2) of the Act applies solely to a Michigan domestic property and casualty insurer that has 200 or fewer employees and derived 100% of its premiums from sales in Michigan. It requires the approval of 66.67% of all outstanding shares for any proposal to merge with or otherwise acquire control of the insurance company, or any proposal to elect two or more members to its board of directors for purposes of obtaining control of the insurance company, unless these proposals are supported by a majority of the insurance company’s board of directors. We believe this Act runs directly contrary to the spirit of the proxy access rules recently adopted by the U.S. Securities and Exchange Commission and limits the rights of shareholders, the true owners of Fremont.

Moreover, when Fremont’s Board refused to meet to consider a transaction as well as spent shareholder money to lobby the legislature to limit shareholder rights, we announced on April 30, 2010 that we would not vote for Fremont’s director nominees at its upcoming annual meeting. In addition, on May 18, 2010, we delivered to the Board a formal notice and demand, pursuant to the section of the Michigan Business Corporation Act governing derivative shareholder proceedings, demanding that it appoint an independent committee to investigate the diversion of Fremont’s resources and assets towards its lobbying efforts. Additionally, our formal notice calls for the investigation of the usage of Fremont employees to promote and lobby for legislation that restricts the voting and other rights of Fremont’s shareholders 212; actions that we believe violate the Board’s fiduciary duties. Fremont has yet to announce the results of this investigation.

In the interest and benefit of all shareholders, this stalemate should end. Biglari Holdings has always been willing to meet with the Fremont Board to discuss a transaction. It is incumbent on the Fremont Board, in the proper exercise of its fiduciary duties, to do the same now, and not reject this offer.

Biglari Holdings has available the financial resources to complete the proposed transaction, and, accordingly, the transaction would not be subject to any financing contingency. As indicated above, the regulatory process to obtain approval for this transaction is well underway, and we believe that all required regulatory approvals for this transaction endorsed by Fremont’s Board of Directors can be obtained expeditiously once a definitive agreement has been reached. We believe, beyond a doubt, that the proposed transaction can be closed quickly and with certitude.

As stated in our December 21, 2009 letter, we want all members of the Fremont management team, other than the CEO, to remain in place, and are willing to discuss carefully and fully employment agreements with these individuals because they will play an integral role in the new ownership structure. We further anticipate that we would continue to run the business substantially in accordance with Fremont’s current business strategy. We would also maintain Fremont’s valuable employee and agent base, which we view as among its most prime assets.

We look forward to receiving your response to our proposal.

Sincerely,

/s/ Sardar Biglari

Sardar Biglari

EX-99.2 3 ex992to13da307428006_101110.htm PRESS RELEASE ex992to13da307428006_101110.htm

Exhibit 99.2

BIGLARI HOLDINGS PROPOSES TO ACQUIRE FREMONT MICHIGAN INSURACORP, INC. FOR $29 PER SHARE IN CASH

SAN ANTONIO, TX — October 11, 2010 — Biglari Holdings Inc. (NYSE: BH) today announced a proposal 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 for a purchase price of $29 per share in cash. The purchase price represents a 41% premium over the closing price of Fremont’s common stock on October 11, 2010. Biglari Holdings is presenting its proposal to the Fremont Board, expecting its Board to exercise its fiduciary duties and therefore meet with Biglari Holdings to reach a mutually satisfactory transaction.

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. Biglari Holdings cautions readers not to place undue reliance upon any such forward-looking statements, for actual results may differ materially from expectations. Biglari Holdings does not update publicly 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 c ould affect Biglari Holdings and its business can be found in the company’s filings with the SEC.

CONTACT: Duane Geiger, +1-317-633-4100