sc13da507428006_12282010.htm

0000921895-10-001975.txt : 20101229 0000921895-10-001975.hdr.sgml : 20101229 20101228210543 ACCESSION NUMBER: 0000921895-10-001975 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101229 DATE AS OF CHANGE: 20101228 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: 101276698 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 sc13da507428006_12282010.htm sc13da507428006_12282010.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. 5)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

December 28, 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) 9.7%
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) 9.7%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 357365105

AMENDMENT NO. 5 TO SCHEDULE 13D

The following constitutes Amendment No. 5 (“Amendment No. 5”) 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 December 28, 2010, BH issued a letter to the Chairman of the Special Committee of the Board of Directors of the Issuer reiterating its willingness to acquire 100% of the issued and outstanding shares of common stock of the Issuer that BH does not already own, through a negotiated transaction, for a purchase price of $29 per share in cash. BH stated that it is ready to confer in depth with the Issuer’s Special Committee concerning the terms of a transaction at a higher value. A copy of the letter is attached as an exhibit hereto and incorporated herein by reference.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Item 5(a) is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 1,773,567 Shares outstanding as of November 5, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2010.

As of the date hereof, BH beneficially owned 172,500 Shares, constituting approximately 9.7% of the Shares outstanding. By virtue of his relationships with BH discussed in further detail in Item 2, Sardar Biglari may be deemed to beneficially own the Shares directly owned by BH.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following exhibit:

99.1

Letter from BH to the Chairman of the Special Committee of the Board of Directors of the Issuer, dated December 28, 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.

		December 28, 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 ex991to13da507428006_122810.htm ex991to13da507428006_122810.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

December 28, 2010

William L. Johnson

Chairman

Special Committee of the Board of Directors

Fremont Michigan InsuraCorp, Inc.

933 East Main Street

Fremont, Michigan 49412

Dear Bill:

Biglari Holdings Inc. currently owns 9.7% of the outstanding shares of common stock of Fremont Michigan InsuraCorp, Inc. (“Fremont”). On October 11, 2010, Biglari Holdings submitted a proposal to acquire 100% of the issued and outstanding shares of common stock of Fremont that we do not already own for a purchase price of $29 per share in cash. As my partner Phil Cooley and I discussed with you during our meeting on December 1, and also by this letter of December 28, Biglari Holdings reiterates its willingness to acquire Fremont, through a negotiated transaction, for a purchase price of $29 per share in cash. Biglari Holdings is ready to confer in depth with Fremont’s Special Committee concerning the terms of a transaction at a higher value. Plainly, Biglari Holdings is committed to organizing a transaction that woul d yield maximum value for Fremont shareholders.

As we have previously stated, our proposal is not subject to any financing contingency. Once a definitive agreement has been reached, we think that regulatory approval can be obtained expeditiously. Biglari Holdings will take all steps to conclude the transaction, which undoubtedly will benefit connected participants. As you know, we are one of the largest shareholders of Fremont, which combined with our financial capabilities, places us in the optimal position to complete this undertaking.

Biglari Holdings reemphasizes that we would run Fremont substantially in accord with its current business strategy and would also maintain Fremont’s valuable employee and agent base, which we view as among the business’ prime assets. We want every member of the Fremont management team, other than the CEO, to remain in place. Our holding company structure would allow Fremont to operate as a subsidiary, resulting in continuity of operations. Further, Biglari Holdings will invest in Fremont to strengthen further its balance sheet.

In short, we believe our proposition provides certainty, liquidity, along with full and fair value for the shareholders of Fremont, as well as stability for its employees, agents and policyholders.

We look forward to hearing from you.

	Sincerely,

	/s/ Sardar Biglari

	Sardar Biglari