SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 12, 2005
(AUGUST 8, 2005)
MEADOWBROOK INSURANCE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MICHIGAN 38-2626206
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION) NUMBER)
1-14094
(COMMISSION FILE NUMBER)
26255 AMERICAN DRIVE
SOUTHFIELD, MICHIGAN 48034
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(248)358-1100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent registered public accounting firm
(i) On August 8, 2005, Meadowbrook Insurance Group, Inc. ("Meadowbrook")
dismissed PricewaterhouseCoopers LLP as its independent registered
public accounting firm. The Audit Committee of the Board of Directors
participated in and approved the decision to change Meadowbrook's
independent registered public accounting firm.
(ii) The reports of PricewaterhouseCoopers LLP on the financial statements
for the past two fiscal years did not contain an adverse opinion nor
disclaimer of opinion, and, they were not qualified nor modified as
to uncertainty, audit scope or accounting principle.
(iii) During the two most recent fiscal years and through August 8, 2005,
there have been no disagreements with PricewaterhouseCoopers LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if
not resolved to the satisfaction of PricewaterhouseCoopers LLP would
have caused them to make reference thereto in their reports on the
financial statements for such years.
(iv) During the two most recent fiscal years and through August 8, 2005,
there have been no reportable events (as defined in Item 304(a)(1)(v)
of Regulation S-K).
(v) Meadowbrook has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the SEC stating whether or not it agrees
with the above statements. A copy of such letter, dated August 10,
2005, is filed as Exhibit 16 to this Form 8-K.
(b) New independent registered public accounting firm
(i) Effective August 8, 2005, the Audit Committee of the Board of
Directors engaged Ernst & Young LLP as Meadowbrook's new independent
registered public accounting firm. During the two most recent fiscal
years and through August 8, 2005, Meadowbrook has not consulted with
Ernst & Young LLP regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on Meadowbrook's
financial statements, and neither a written report was provided to
Meadowbrook or oral advice was provided that Ernst & Young LLP
concluded was an important factor considered by Meadowbrook in
reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation
S-K, or a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K."
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
a. None.
b. None.
c. The following document is furnished as an Exhibit to this Current Report on
Form 8-K pursuant to Item 601 of Regulation S-K:
16.1 Letter from PricewaterhouseCoopers LLP.
SIGNATURES
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 hereunto duly authorized.
Dated: August 12, 2005 MEADOWBROOK INSURANCE GROUP, INC.
(REGISTRANT)
By: /s/ Robert S. Cubbin
----------------------------------------
Robert S. Cubbin, President and
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
16.1 Letter from PricewaterhouseCoopers LLP.