UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
AmCOMP
Incorporated
___________________________________________
(Name
of Issuer)
Common
Stock, par value $0.01 per share
___________________________________________
(Title
of Class and Securities)
02342J101
___________________________________________
(CUSIP
Number of Class of Securities)
Lenard
T. Ormsby
Employers
Holdings, Inc.
9790
Gateway Drive
Reno,
NV 89521-5906
(775)
327-2754
Copies
to:
Robert
J. Sullivan
David
C. Ingles
Skadden,
Arps, Slate, Meagher & Flom LLP
Four
Times Square
New
York, NY 10036-6522
(212)
735-3000
___________________________________________________________
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
January
10, 2008
_________________________________________
(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 which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g),
check
the following box: o
Note:
Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Section 240.13d-7 for other parties to whom copies
are to be sent.
*
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).
Persons
who respond to the collection
of information contained in this form are not required to respond unless
the
form displays a currently valid OMB control number.
CUSIP
No. 292218104
|
13D
|
(1)
NAMES OF REPORTING PERSONS:
Employers
Holdings,
Inc.
|
I.R.S.
IDENTIFICATION NOS.:
04-3850065
|
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a)
o (b)
o
|
(3)
SEC USE ONLY:
|
(4)
SOURCE OF FUNDS (SEE INSTRUCTIONS):
Not
applicable
|
(5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS
2(d) or 2(e): o
|
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION:
Nevada
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(7)
SOLE VOTING POWER
|
0
shares
|
(8)
SHARED VOTING POWER
|
2,627,094
shares
|
(9)
SOLE DISPOSITIVE POWER
|
0
shares
|
(10)
SHARED DISPOSITIVE POWER
|
0
shares
|
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,627,094
shares
|
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS): o
|
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
17.2%
|
(14)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
|
Note:
All shares identified above are shares of the Issuer's common shares, and
the
percentage in Row 13 above relates to such common shares.
Item
1.
|
Security
and
Issuer
|
The
securities to which this statement on Schedule 13D (the "Statement") relates
are
the common shares, par value $0.01 per share (the "Common Shares"), of AmCOMP
Incorporated, a Delaware corporation (the "Issuer"), with principal executive
offices at 701 U.S. Highway One, Suite 200, North Palm Beach, FL
33408.
Item
2.
|
Identity
and
Background
|
(a) NAME
This
Statement is filed by Employers Holdings, Inc., a Nevada corporation (the
"Reporting Person").
Attached
as Schedule A is a list of the Reporting Person's directors and executive
officers.
(b) RESIDENCE
The
address of the principal business and principal office of the Reporting Person
and its executive officers is 9790 Gateway Drive, Reno, NV
89521-5906.
(c) PRESENT
PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS
OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH EMPLOYMENT IS
CONDUCTED
The
Reporting Person is a holding company whose principal operating subsidiaries
are
specialty providers of workers' compensation insurance. The principal
occupation of each of its executive officers is to act in the capacity listed
on
Schedule A.
(d) CRIMINAL
CONVICTIONS
During
the past five years neither the Reporting Person nor, to the best of the
Reporting Person's knowledge, any of its directors or executive officers
has
been convicted in a criminal proceeding (excluding traffic violations or
similar
misdemeanors).
(e) CIVIL
PROCEEDINGS
During
the past five years neither the Reporting Person nor, to the best of the
Reporting Person's knowledge, any of its directors or executive officers
has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding such person was
or is
subject to a judgment, decree or final order enjoining future violations
of, or
prohibiting or mandating activities subject to, federal or state securities
laws
or finding any violation with respect to such laws.
(f) CITIZENSHIP
The
Reporting Person is a Nevada corporation. Each of its executive
officers is a citizen of the United States.
Item
3.
|
Source
and Amount of
Funds or Other Consideration
|
As
an inducement for the Reporting Person to enter into the Merger Agreement
(as
defined and described in Item 4) and in consideration thereof, certain holders
of Common Shares of the Issuer (the "Securityholders") entered into Voting
Agreements (as defined and described in Item 4) with the Reporting
Person. Other than its decision to enter into and be bound by the
Merger Agreement, the Reporting Person did not pay any consideration in
connection with the execution and delivery of the Voting
Agreements.
Item
4.
|
Purpose
of
Transaction
|
On
January 10, 2008, the Reporting Person, Sapphire Acquisition Corp. a newly
formed Delaware corporation and wholly owned subsidiary of the Reporting
Person
("Merger Sub"), and the Issuer entered into an Agreement and Plan of Merger
(the
"Merger Agreement"), pursuant to which Merger Sub will be merged with and
into
the Issuer (the "Merger"), with the Issuer
surviving
the Merger as a wholly owned subsidiary of the Reporting Person (the "Surviving
Corporation"). At the effective time of the Merger (the "Effective
Time"), the Common Shares owned by the Reporting Person or Merger Sub, if
any, and the Common Shares held by the Issuer (as treasury stock or
otherwise) will be canceled. Each other outstanding Common Share,
other than the Common Shares owned by any stockholder who is entitled to
and who
properly exercises dissenters' rights under Delaware law, will be canceled
at
the Effective Time and converted into the right to receive $12.50 in cash,
without interest. Additionally, all options in respect of Common
Shares will be cashed out at the difference, if any, between the strike price
and $12.50. Consummation of the Merger is subject to certain
customary conditions, including adoption of the Merger Agreement by the Issuer's
stockholders, the receipt of all required regulatory approvals, including
from
the Florida Office of Insurance Regulation, and the expiration or termination
of
the required waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.
The
description of the Merger Agreement included in this Item 4 is qualified
in its
entirety by reference to the full text of the Merger Agreement, a copy of
which
is attached as Exhibit 2.1 to the Reporting Person's Current Report on Form
8-K
filed January 10, 2008 and incorporated herein by reference.
In
connection with the Merger Agreement, each of the Securityholders entered
into a
voting and support agreement (the "Voting Agreements") with the Reporting
Person, which agreements correspond to an aggregate of 2,627,094 shares of
Common Stock, representing approximately 17.2% of the Issuer's outstanding
Common Stock. Pursuant to the Voting Agreements and as more fully
described therein, each Securityholder, among other things, unconditionally
and
irrevocably agreed, at any duly called meeting of the Issuer's stockholders
(or
any adjournment or postponement thereof), and in any action by written consent
of the Issuer's stockholders, to vote all of its Common Shares (a) in favor
of
the Merger and the approval of the Merger Agreement and the other transactions
contemplated thereby (and any actions in furtherance thereof) and (b) against
any action, proposal, transaction or agreement that would result in a breach
in
any respect of any covenant, representation or warranty or any other obligation
or agreement of the Issuer contained in the Merger Agreement or of the
Securityholder contained in the Voting Agreement.
Each
Securityholder also, among other things, (a) agreed that it shall not, and
shall
cause its representatives not to, (i) directly or indirectly solicit, initiate,
or knowingly encourage or facilitate any inquires or alternative proposals
from
third parties with respect to the Issuer or any of its subsidiaries (each,
an
"Acquisition Proposal"), (ii) enter into any agreement with respect to an
Acquisition Proposal or (iii) directly or indirectly participate in any
discussions or negotiations regarding, or furnish to any person any information
with respect to, or take any other action to facilitate any inquiries or
the
making of any proposal that constitutes, or may reasonably be expected to
lead
to, an Acquisition Proposal; (b) agreed to certain transfer restrictions
with
respect to its Common Shares and agreed to hold the its Common Shares free
and
clear of any liens; (c) granted the Reporting Person and its designees an
irrevocable proxy to vote its Common Shares in a manner consistent with the
Voting Agreements (subject to the receipt of any required regulatory approvals);
and (d) agreed not to seek appraisal or assert any rights of dissent from
the
Merger. The Voting Agreements generally terminate upon the
termination of the Merger Agreement or October 31, 2009.
The
description of the Voting Agreements included in this Item 4 is qualified
in its
entirety by reference to the full text of the Voting Agreements, copies of
which
are attached as Exhibits 2, 3, 4 and 5 hereto and incorporated herein by
reference.
From
and after the completion of the Merger, the directors and officers of the
Surviving Corporation shall be appointed by the Reporting Person. In
addition, upon completion of the Merger, the certificate of incorporation
and
by-laws of the Surviving Corporation will be amended and restated in the
manner
set forth in the Merger Agreement.
Upon
the consummation of the Merger, the Common Shares will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange
Act,
and the Reporting Person will cause them to be deregistered. In
addition, the Reporting Person will cause the Common Shares to be delisted
from
The Nasdaq Stock Market.
Other
than as set forth or contemplated
herein, the Reporting Person has no current plan or proposal which relates
to,
or would result in, any of the events or circumstances enumerated in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item
5.
|
Interest
in Securities
of the Issuer
|
(a) The
number and percentage of Common Shares to which this Schedule 13D relates
is
2,627,094 shares, constituting approximately 17.2% of the 15,290,181 shares
of the Issuer outstanding as of January 10, 2008, as set forth in the Merger
Agreement. The Reporting Person is filing this Statement solely
because the Reporting Person may be deemed to have beneficial ownership of
such
shares as a result of the Voting Agreements. Neither the filing of
this Statement nor any of its contents shall be deemed to constitute an
admission by the Reporting Person that it is the beneficial owner of any
of the
Common Shares for purposes of Section 13(d) of the Securities Exchange Act
of
1934, as amended (the "Exchange Act"), or for any other purpose, and such
beneficial ownership is expressly disclaimed. The Reporting Person
hereby disclaims that it constitutes a "group" (within the meaning of Section
13(d)(3) of the Exchange Act) with the Securityholders and hereby disclaims
beneficial ownership of any shares of Common Stock beneficially owned by
the
Securityhlders or any of their affiliates.
(b) Pursuant
to the Voting Agreement, the Reporting Person may be deemed to have shared
power
(with the relevant Securityholders) to vote the 2,627,094 Common Shares
referenced in paragraph (a) above. The Reporting Person hereby
disclaims that it constitutes a "group" (within the meaning of Section 13(d)(3)
of the Exchange Act) with the Securityholders and hereby disclaims beneficial
ownership of any shares of Common Stock beneficially owned by the Securityhlders
or any of their affiliates.
(c) Except
as set forth or incorporated herein, neither the Reporting Person nor, to
the
best of the Reporting Person's knowledge, any of its directors or executive
officers has effected any transaction in the Issuer's common stock during
the past sixty days.
(d) Not
applicable.
(e) Not
applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Items
3, 4 and 5 and Exhibits 1, 2, 3, 4 and 5 are incorporated herein by
reference.
Other
than the Merger Agreement and the Voting Agreements, to the best of the
Reporting Person's knowledge, there are no contracts, arrangements,
understandings or relationships, legal or otherwise, among the persons named
in
Schedule A or between such persons and any other person with respect to the
securities of the Issuer, including, but not limited to, transfer or voting
of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss,
or the giving or withholding of proxies.
Item
7.
|
Material
to be Filed
as an Exhibit
|
The
following documents are filed as exhibits:
|
|
1
|
Agreement
and Plan of Merger, dated January 10, 2008, by and among AmCOMP
Incorporated, Employers Holdings, Inc. and Sapphire Acquisition
Corp.
(incorporated by reference to Exhibit 2.1 to the Reporting Person's
Current Report on Form 8-K filed on January 10, 2008).
|
2
|
Voting
and Support Agreement, dated January 10, 2008, by and between Employers
Holdings, Inc. and Fred R. Lowe.
|
3
|
Voting
and Support Agreement, dated January 10, 2008, by and between Employers
Holdings, Inc. and Sam A. Stephens.
|
4
|
Voting
and Support Agreement, dated January 10, 2008, by and between Employers
Holdings, Inc. and Welsh, Carson, Anderson & Stowe VII,
L.P.
|
5
|
Voting
and Support Agreement, dated January 10, 2008, by and between Employers
Holdings, Inc. and WCAS Healthcare Partners,
L.P.
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that
the information set forth in this statement is true, complete and
correct.
Dated:
January 17, 2008
|
EMPLOYERS
HOLDINGS, INC.
|
|
|
|
By:
|
/s/
Lenard T. Ormsby
|
|
|
Name:
|
Lenard
T. Ormsby
|
Title:
|
Executive
Vice President,
|
|
Chief
Legal Officer and General Counsel
|
|
|
SCHEDULE
A
DIRECTORS
AND EXECUTIVE OFFICERS OF
THE REPORTING PERSON
Set
forth below are the directors and executive officers of the Reporting Person
with their present principal occupation. The business address for
each of these individuals is 9790 Gateway Drive, Reno, NV
89521-5906. Each individual named below is a United States
citizen.
DIRECTORS
|
|
Robert
J. Kolesar
|
Managing
Partner, Kolesar & Leatham, Chtd.
|
Richard
W. Blakey, M.D.
|
Chairman,
Reno Orthopedic Clinic
|
Douglas
D. Dirks
|
President
and Chief Executive Officer, Employers Holdings, Inc.
|
Valerie
R. Glenn
|
Chief
Executive Officer, Rose-Glenn, Inc.
|
Rose
E. McKinney-James
|
Principal,
McKinney-James & Associates
|
Ronald
F. Mosher
|
Retired
|
Katherine
W. Ong
|
Director,
Hobbs, Ong & Associates, Inc.
|
Michael
D. Rumbolz
|
Chairman
and Chief Executive Officer, Cash Systems, Inc.
|
John
P. Sande, III
|
Partner,
Jones Vargas
|
Martin
J. Welch
|
Chief
Operating Officer, Employers Holdings,
Inc.
|
EXECUTIVE
OFFICERS
(who
are not directors)
|
|
Lenard
T. Ormsby
|
Executive
Vice President, General Counsel
|
William
E. Yocke
|
Executive
Vice President, Chief Financial Officer
|
Ann
W. Nelson
|
Executive
Vice President, Corporate & Public Affairs
|
John
P. Nelson
|
Senior
Vice President, Chief Administrative Officer
|
Teresa
Shappell
|
Senior
Vice President, Chief Strategy Officer
|
T.
Hale Johnston
|
President,
Pacific Region
|
Daniel
M. Quezada
|
President,
Strategic Markets Region
|
George
Tway
|
President,
Western Region
|
Paul
I. Ayoub
|
Senior
Vice President, Chief Information Officer
|
Stephen
V. Festa
|
Senior
Vice President, Chief Claims Officer
|
Jeff
J. Gans
|
Senior
Vice President, Chief Underwriting
Officer
|