UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
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.
10375
Professional Circle
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)
August
29, 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.
This
Amendment No. 1 to Schedule 13D amends the Schedule 13D originally filed with
the Securities and Exchange Commission on January 17, 2008 (the "Schedule
13D"). This Amendment No. 1 relates to the common stock, par value
$0.01 per share (the "Common Shares"), of AmCOMP Incorporated (the
"Issuer"). Capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the Schedule 13D.
Item
4. Purpose
of Transaction
Item
4 is amended by the addition of the following:
On
August 29, 2008, the Reporting Person, Merger Sub and the Issuer entered into
Amendment No. 2 to the Merger Agreement ("Amendment No. 2"). Among
other things, Amendment No. 2 provided for a reduction in the cash price per
Common Share to be paid by the Reporting Person in the Merger from $12.50 to
$12.15.
On
August 29, 2008, the Reporting Person and each of the Securityholders entered
into separate letter agreements (the "Letter Agreements") relating to the Voting
Agreements. The Letter Agreements provide that, notwithstanding
Amendment No. 2 and the reduction in the price per Common Share to be paid by
the Reporting Person in the Merger contained therein, the Voting Agreements
remain in full force and effect in accordance with the terms and conditions
thereof.
The
description of Amendment No. 2 included in this Item 4 is qualified in its
entirety by reference to the full text of Amendment No. 2, a copy of which is
attached as Exhibit 2.1 to the Reporting Person's Current Report on Form 8-K
filed August 29, 2008 and incorporated herein by reference.
The
description of the Letter
Agreements included in this Item 4 is qualified in its entirety by reference to
the full text of the Letter Agreements, copies of which are attached as Exhibits
7, 8, 9 and 10 hereto and incorporated herein by reference.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Item 6 is amended by the addition of the following:
Exhibits 6, 7, 8, 9 and 10 are incorporated herein by
reference.
Item
7. Material to be Filed as an
Exhibit
Item
7 is amended by the addition of the following:
|
Exhibit
Number
|
Description
|
|
6
|
Amendment
No. 2 to the Agreement and Plan of Merger, dated August 29, 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 August 29,
2008).
|
|
7
|
Letter
Agreement, dated August 29, 2008, by and between Employers Holdings, Inc.
and Fred R. Lowe.
|
|
8
|
Letter
Agreement, dated August 29, 2008, by and between Employers Holdings, Inc.
and Sam A. Stephens.
|
|
9
|
Letter
Agreement, dated August 29, 2008, by and between Employers Holdings, Inc.
and Welsh, Carson, Anderson & Stowe VII, L.P.
|
|
10
|
Letter
Agreement, dated August 29, 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: September
2, 2008
|
EMPLOYERS
HOLDINGS, INC.
|
||
|
By:
|
/s/
Lenard T. Ormsby
|
|
|
Name: Lenard
T. Ormsby
|
||
|
Title: Executive
Vice President, Chief
|
||
|
Legal Officer and General
Counsel
|
||
Exhibit
7
Employers
Holdings, Inc.
10375
Professional Circle
Reno,
Nevada 89521
August
29, 2008
Fred
R. Lowe
c/o
AmCOMP Incorporated
701
U.S. Highway One
North
Palm Beach, FL 33408
Gentlemen:
This
letter agreement sets forth our
understanding with respect to that certain Voting and Support Agreement, dated
January 10, 2008 (the "Agreement"),
by and between Employers Holdings, Inc. ("Employers")
and you. Capitalized terms used in this letter agreement shall have
the meaning ascribed to them in the Agreement.
Notwithstanding
anything to the contrary in the Agreement, including Section 6.1(d), it is
acknowledged and agreed that the Agreement shall remain in full force and effect
in accordance with the terms and conditions of the Agreement following the
execution of Amendment No. 2 to the Agreement and Plan of Merger (the "Amendment") in the
form set forth as Exhibit
A. For the avoidance of doubt, it is specifically agreed that
the Agreement shall not be terminated or impaired in any manner as a result of
the decrease in the Merger Consideration provided for in the
Amendment.
This
letter agreement may not be amended or waived except by an instrument in writing
signed by the parties hereto. This letter agreement may be signed in
any number of counterparts (including by facsimile and .pdf file), each of which
will be deemed to be an original copy and which, when taken together, shall
constitute one agreement. This letter agreement will be governed by
the laws of the State of Delaware
The
parties hereto agree that irreparable damage would occur in the event any
provision of this letter agreement was not performed in accordance with the
terms hereof and that the parties shall be entitled, without the need to post a
bond or other security, to the specific performance of the terms hereof, in
addition to any other remedies at law or at equity.
* * *
Please
confirm your agreement with the provisions of this letter agreement by
countersigning below. Upon execution of this letter agreement by the
parties hereto, this letter agreement will constitute a valid and binding
agreement between the parties, enforceable in accordance with its
terms.
|
EMPLOYERS
HOLDINGS, INC.
|
||
|
By:
|
/s/ Douglas D. Dirks
|
|
|
Name:
Douglas D. Dirks
|
||
|
Title:
Chief Executive Officer
|
||
|
Accepted
and Agreed
|
|
|
as
of the date first written above:
|
|
|
Fred
R. Lowe
|
|
| /s/ Fred R. Lowe | |
Exhibit
8
Employers
Holdings, Inc.
10375
Professional Circle
Reno,
Nevada 89521
August
29, 2008
Sam
A. Stephens
c/o
AmCOMP Incorporated
701
U.S. Highway One
North
Palm Beach, FL 33408
Gentlemen:
This
letter agreement sets forth our understanding with respect to that certain
Voting and Support Agreement, dated January 10, 2008 (the "Agreement"), by and
between Employers Holdings, Inc. ("Employers") and
you. Capitalized terms used in this letter agreement shall have the
meaning ascribed to them in the Agreement.
Notwithstanding
anything to the contrary in the Agreement, including Section 6.1(d), it is
acknowledged and agreed that the Agreement shall remain in full force and effect
in accordance with the terms and conditions of the Agreement following the
execution of Amendment No. 2 to the Agreement and Plan of Merger (the "Amendment") in the
form set forth as Exhibit
A. For the avoidance of doubt, it is specifically agreed that
the Agreement shall not be terminated or impaired in any manner as a result of
the decrease in the Merger Consideration provided for in the
Amendment.
This
letter agreement may not be amended or waived except by an instrument in writing
signed by the parties hereto. This letter agreement may be signed in
any number of counterparts (including by facsimile and .pdf file), each of which
will be deemed to be an original copy and which, when taken together, shall
constitute one agreement. This letter agreement will be governed by
the laws of the State of Delaware
The
parties hereto agree that irreparable damage would occur in the event any
provision of this letter agreement was not performed in accordance with the
terms hereof and that the parties shall be entitled, without the need to post a
bond or other security, to the specific performance of the terms hereof, in
addition to any other remedies at law or at equity.
* * *
Please
confirm your agreement with the provisions of this letter agreement by
countersigning below. Upon execution of this letter agreement by the
parties hereto, this letter agreement will constitute a valid and binding
agreement between the parties, enforceable in accordance with its
terms.
|
EMPLOYERS
HOLDINGS, INC.
|
||
|
By:
|
/s/ Douglas D. Dirks | |
|
Name:
Douglas D. Dirks
|
||
|
Title:
Chief Executive Officer
|
||
|
Accepted
and Agreed
|
|
|
as
of the date first written above:
|
|
|
Sam
A. Stephens
|
|
| /s/ Sam A. Stephens |
Exhibit
9
Employers
Holdings, Inc.
10375
Professional Circle
Reno,
Nevada 89521
August
29, 2008
Welsh,
Carson, Anderson & Stowe VII, L.P.
320
Park Avenue
Suite
2500
New
York, NY 10022
Gentlemen:
This
letter agreement sets forth our understanding with respect to that certain
Voting and Support Agreement, dated January 10, 2008 (the "Agreement"), by and
between Employers Holdings, Inc. ("Employers") and
you. Capitalized terms used in this letter agreement shall have the
meaning ascribed to them in the Agreement.
Notwithstanding
anything to the contrary in the Agreement, including Section 6.1(d), it is
acknowledged and agreed that the Agreement shall remain in full force and effect
in accordance with the terms and conditions of the Agreement following the
execution of Amendment No. 2 to the Agreement and Plan of Merger (the "Amendment") in the
form set forth as Exhibit
A. For the avoidance of doubt, it is specifically agreed that
the Agreement shall not be terminated or impaired in any manner as a result of
the decrease in the Merger Consideration provided for in the
Amendment.
This
letter agreement may not be amended or waived except by an instrument in writing
signed by the parties hereto. This letter agreement may be signed in
any number of counterparts (including by facsimile and .pdf file), each of which
will be deemed to be an original copy and which, when taken together, shall
constitute one agreement. This letter agreement will be governed by
the laws of the State of Delaware
The
parties hereto agree that irreparable damage would occur in the event any
provision of this letter agreement was not performed in accordance with the
terms hereof and that the parties shall be entitled, without the need to post a
bond or other security, to the specific performance of the terms hereof, in
addition to any other remedies at law or at equity.
* * *
Please
confirm your agreement with the provisions of this letter agreement by
countersigning below. Upon execution of this letter agreement by the
parties hereto, this letter agreement will constitute a valid and binding
agreement between the parties, enforceable in accordance with its
terms.
|
EMPLOYERS
HOLDINGS, INC.
|
||
|
By:
|
/s/ Douglas D. Dirks | |
|
Name:
Douglas D. Dirks
|
||
|
Title:
Chief Executive Officer
|
||
|
Accepted
and Agreed
|
|||
|
as
of the date first written above:
|
|||
|
Welsh,
Carson, Anderson & Stowe VII, L.P.
|
|||
|
By
WCAS VII Partners, L.P.
|
|||
|
General
Partner
|
|||
|
By:
|
/s/ Paul B. Queally | ||
|
Name:
Paul B. Queally
|
|||
|
Title:
Co-President
|
|||
Exhibit
10
Employers
Holdings, Inc.
10375
Professional Circle
Reno,
Nevada 89521
August
29, 2008
WCAS
Healthcare Partners, L.P.
320
Park Avenue
Suite
2500
New
York, NY 10022
Gentlemen:
This
letter agreement sets forth our understanding with respect to that certain
Voting and Support Agreement, dated January 10, 2008 (the "Agreement"), by and
between Employers Holdings, Inc. ("Employers") and
you. Capitalized terms used in this letter agreement shall have the
meaning ascribed to them in the Agreement.
Notwithstanding
anything to the contrary in the Agreement, including Section 6.1(d), it is
acknowledged and agreed that the Agreement shall remain in full force and effect
in accordance with the terms and conditions of the Agreement following the
execution of Amendment No. 2 to the Agreement and Plan of Merger (the "Amendment") in the
form set forth as Exhibit
A. For the avoidance of doubt, it is specifically agreed that
the Agreement shall not be terminated or impaired in any manner as a result of
the decrease in the Merger Consideration provided for in the
Amendment.
This
letter agreement may not be amended or waived except by an instrument in writing
signed by the parties hereto. This letter agreement may be signed in
any number of counterparts (including by facsimile and .pdf file), each of which
will be deemed to be an original copy and which, when taken together, shall
constitute one agreement. This letter agreement will be governed by
the laws of the State of Delaware
The
parties hereto agree that irreparable damage would occur in the event any
provision of this letter agreement was not performed in accordance with the
terms hereof and that the parties shall be entitled, without the need to post a
bond or other security, to the specific performance of the terms hereof, in
addition to any other remedies at law or at equity.
* * *
Please
confirm your agreement with the provisions of this letter agreement by
countersigning below. Upon execution of this letter agreement by the
parties hereto, this letter agreement will constitute a valid and binding
agreement between the parties, enforceable in accordance with its
terms.
|
EMPLOYERS
HOLDINGS, INC.
|
||
|
By:
|
/s/ Douglas D. Dirks | |
|
Name:
Douglas D. Dirks
|
||
|
Title:
Chief Executive
Officer
|
||
|
Accepted
and Agreed
|
||||
|
as
of the date first written above:
|
||||
|
WCAS
Healthcare Partners, L.P.
|
||||
|
By
WCAS HC Partners
|
||||
|
General
Partner
|
||||
|
By:
|
/s/ Paul B. Queally | |||
|
Name:
Paul B. Queally
|
||||
|
Title:
Co-President
|
||||