pdi_8k0813.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): August 10,
2007
PROFESSIONALS
DIRECT, INC.
(Exact
name of registrant as
specified
in its charter)
| |
Michigan
(State
or other
jurisdiction
of
incorporation)
|
0-49786
(Commission
File
Number)
|
38-3324634
(IRS
Employer
Identification
no.)
|
|
|
5211
Cascade Road, S.E.
Grand
Rapids, Michigan
(Address
of principal executive offices)
|
|
49546
(Zip
Code)
|
|
Registrant's
telephone number,
including
area code: (616) 456-8899
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
On
June
25, 2007, Professionals Direct, Inc., a Michigan corporation (the “Company”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The
Hanover Insurance Group, Inc., a Delaware corporation (“Parent”), and Hanover
Acquisition Corp., a Michigan corporation (the “Purchaser”). The
merger is subject to, among other things, the completion of all filings with,
and receipt of all approvals by, the Commissioner of Insurance of the State
of
Michigan and the Office of Financial and Insurance Services of the Michigan
Department of Labor and Economic Growth (“OFIS”), as well as other customary
closing conditions.
On
August
10, 2007, the Company was notified that OFIS issued an order dated August 6,
2007, stating that the acquisition of control of the Company by Parent in
accordance with the Merger Agreement is approved, contingent upon approval
of
holders of a majority of the common stock of the Company, and satisfactory
review of fingerprint results for all of Purchaser’s officers and
directors.
Additional
Information and Where to Find It
In
connection with the merger, a proxy statement of the Company was filed with
the
SEC on August 1, 2007. Investors can obtain free copies of the proxy
statement as well as other filed documents containing information about the
Company on the SEC’s website at http://www.sec.gov. Free copies of
the Company’s SEC filings are also available from Professionals Direct, Inc.
5211 Cascade Road, S.E., Grand Rapids, Michigan 49546, Attention: Investor
Relations.
Participants
in the Solicitation
The
Company and its executive officers, directors, other members of management,
employees and the Parent may be deemed, under SEC rules, to be participants
in
the solicitation of proxies from the Company’s shareholders with respect to the
proposed transaction. Information regarding the executive officers and directors
of the Company is set forth in its proxy statement filed with the SEC on August
1, 2007. More detailed information regarding the identity of
potential participants, and their direct or indirect interests, by securities
holdings or otherwise, are set forth in the proxy statement and other materials
filed with the SEC in connection with the proposed transaction.
SIGNATURE
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 thereunto
duly authorized.
|
Dated: August
13, 2007
|
PROFESSIONALS
DIRECT, INC.
|
| |
|
|
| |
By:
|
/s/
Stephen M. Tuuk |
| |
|
Stephen
M. Tuuk
|
| |
|
President
and Chief Executive Officer
|