SEC no-action letter regarding Amerisure Mutual Insurance Company reorganization

DYKEMA GOSSETT PLLC
400 RENAISSANCE CENTER
DETROIT, MICHIGAN 48243
WWW.DYKEMA.COM
Tel: (313) 568-6800
Fax: (313) 568-6832
Mark A. Metz
Direct Dial: (313) 568-5434
Email: MMETZ@DYKEMA.COM
May 11, 2009
Section 2(a)(1) of the Securities Act of 1933
Section 12(g) of the Securities Exchange Act of 1934
Office of the Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Amerisure Mutual Insurance Company
Dear Sir or Madam:
We are counsel to Amerisure Mutual Insurance Company, a Michigan mutual property and casualty insurance company (“AMIC”), in connection with AMIC’s proposed reorganization from a mutual insurance company to a stock insurance company ultimately controlled by a mutual insurance holding company through an intermediate holding company. The process, described in detail below, is referred to herein as the “Reorganization” and will be effected pursuant to Chapter 60 of the Michigan Insurance Code (the “MIHC Law”), which permits the formation of mutual insurance holding companies under Michigan law.1 The Reorganization will be effected pursuant to a mutual holding company plan (the “Plan”) through a series of transactions whereby AMIC will convert from a mutual insurance company to a stock insurance company organized under Michigan law (the “Stock Insurance Company”) owned indirectly by a newly formed mutual insurance hold￾ing company organized under Michigan law (the “Mutual Insurance Holding Company”). At the Effective Time (as defined below), all of the membership interests (as defined below) of AMIC’s members will be extinguished, and such members will automatically become members of the Mutual Insurance Holding Company pursuant to the MIHC Law and the Plan. Also at the Effective Time, shares of the capital stock of the Stock Insurance Company will be issued to the Mutual Insurance Holding Company and then contributed by the Mutual Insurance Holding Company to an intermediate stock holding company, to be incorporated under Michigan law (the “Intermediate Holding Company”), in exchange for all of the Intermediate Holding Company’s outstanding stock. It is anticipated that the Effective Time will occur in the second quarter of 2009. A chart setting forth the organizational structure of AMIC before and immediately after the Reorganization is attached hereto as Exhibit A. Pursuant to the MIHC Law and the Plan, owners of insurance policies (the “Policies”) issued or assumed by the Stock Insurance Company after the Effective Time automatically will become members of the Mutual Insurance Holding Company. As required by For the convenience of the staff of the Division of Corporation Finance (the “Staff”), a copy of the MIHC Law permitting the reorganization of a Michigan mutual insurance company to a stock insurance company con￾trolled by a mutual insurance holding company is attached hereto as Exhibit B. Unless otherwise indicated, refer￾ences to section numbers are to sections of the Michigan Compiled Laws.