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)
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 The Steak n Shake Company
500 Century Building
36 South Pennsylvania Street
Indianapolis, IN 46204
(317) 656-4570
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 2009
(Date of Event Which Required 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.
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NAME OF REPORTING PERSON
THE STEAK N SHAKE COMPANY |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) |
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3 |
SEC USE ONLY
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SOURCE OF FUNDS
WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
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CITIZENSHIP OF PLACE OF ORGANIZATION
INDIANA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
172,500 |
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8 |
SHARED VOTING POWER
-0- |
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9 |
SOLE DISPOSITIVE POWER
172,500 |
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10 |
SHARED DISPOSITIVE POWER
-0- |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,500 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% |
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TYPE OF REPORTING PERSON
CO |
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
Item 1. Security and Issuer.
This Schedule 13D relates to shares of the Class A Common Stock, no par value per share (the “Shares”), of Fremont Michigan InsuraCorp, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 933 East Main Street,
Fremont, Michigan, 49412.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is filed by The Steak n Shake Company, an Indiana corporation (the “Reporting Person”).
The principal business address of the Reporting Person is 500 Century Building, 36 South Pennsylvania Street, Indianapolis, Indiana, 46204. The principal business of the Reporting Person is serving as a holding company that owns subsidiaries engaged in a number of
diverse business activities, including the franchise and operation of restaurants.
Set forth in Schedule A annexed hereto is the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the Reporting Person’s directors
and executive officers as of the date hereof.
(d) The Reporting Person has not, and no person listed on Schedule A annexed hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, and no person listed on Schedule A annexed hereto has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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) The Reporting Person is an Indiana corporation. Each person listed on Schedule A annexed hereto is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the Shares owned by the Reporting Person was approximately $3,541,620.37. The shares owned by the Reporting Person were acquired with working capital.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Shares for investment purposes. The Reporting Person intends to evaluate its investment in the Shares on a continual basis and may, from time to time, communicate with the Issuer’s management, members of the Issuer’s board of directors,
and other stockholders of the Issuer concerning, inter alia, ownership structure as well as strategic, operational, and governance issues.
The Reporting Person may, from time to time, acquire additional Shares, dispose of the Shares or formulate and communicate to the board of directors of the Issuer other plans or proposals regarding the Issuer or the Shares, to the extent deemed advisable in light of its general
investment policies, market conditions or other factors.
The Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares reported owned by the Reporting Person is based upon 1,744,473 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2009, filed with the Securities and Exchange Commission on August 13, 2009.
As of the close of business on October 23, 2009, the Reporting Person beneficially owned 172,500 Shares constituting approximately 9.9% of the Shares outstanding.
(b) The Reporting Person has the sole power to vote and dispose of the Shares reported in this Schedule 13D.
(c) Set forth on Schedule B annexed hereto is a listing of the Reporting Person’s transactions in the Shares during the past 60
days, all of which were open market purchases.
(d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SIGNATURE
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.
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Dated: October 26, 2009 |
THE STEAK N SHAKE COMPANY |
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By: |
/s/ Sardar Biglari |
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Name: Sardar Biglari |
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Title: Chairman and Chief Executive Officer |
SCHEDULE A
Directors and Executive Officers of The Steak n Shake Company
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Name and Position |
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Present Occupation |
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Principal Business Address |
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Sardar Biglari
Chairman of the Board, President and Chief Executive Officer |
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Chairman and Chief Executive Officer of The Steak n Shake Company, Western Sizzlin Corporation and Biglari Capital Corp., the general partner to The Lion Fund, L.P., a private investment fund |
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c/o The Steak n Shake Company
500 Century Building
36 South Pennsylvania Street
Indianapolis, IN 46204 |
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Philip L. Cooley Ph.D.
Vice Chairman of the Board of Directors |
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Prassel Distinguished Professor of Business as Trinity University in San Antonio Texas |
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c/o Trinity University
One Trinity Place
San Antonio, TX 78216 |
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John W. Ryan
Director |
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Private Investor
Director of The Steak n Shake Company |
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c/o The Steak n Shake Company
500 Century Building
36 South Pennsylvania Street
Indianapolis, IN 46204 |
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Ruth J. Person
Director |
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Chancellor and Professor of Management, University of Michigan – Flint |
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303 E. Kearsley Street
221 University Pavilion
Flint, MI 48502 |
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William Regan
Director |
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Private Investor and Director of The Steak n Shake Company |
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c/o The Steak n Shake Company
500 Century Building
36 South Pennsylvania Street
Indianapolis, IN 46204 |
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Duane Geiger
Vice President, Interim
Chief Financial Officer and Controller |
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Vice President, Interim Chief Financial Officer and Controller of The Steak n Shake Company |
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c/o The Steak n Shake Company
500 Century Building
36 South Pennsylvania Street
Indianapolis, IN 46204 |