SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed
by
the Registrant T
Filed
by
a Party other than the Registrant £
Check
the
appropriate box:
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£
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Preliminary
Proxy Statement
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£
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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£
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Definitive
Proxy Statement
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T
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Definitive
Additional Materials
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£
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Soliciting
Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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PROFESSIONALS
DIRECT, INC.
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(Name
of Registrant as Specified in Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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T
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No
fee required.
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£
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the file fee
is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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£
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Fee
paid previously with preliminary materials.
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£
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Stephen
M.
Tuuk
President
and Chief Executive
Officer
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August
16, 2007
Dear
Professionals Direct Shareholder:
We
recently received important news relating to the proposed merger of
Professionals Direct, Inc. (the “Company”) with a subsidiary of The Hanover
Insurance Group, Inc. (“Hanover”).
The
closing of the merger is subject to, among other things, the approval of
the
Commissioner of Insurance of the State of Michigan and the Office of Financial
and Insurance Services of the Michigan Department of Labor and Economic
Growth
(“OFIS”). On August 10, 2007, we were notified that OFIS issued an
order dated August 6, 2007, approving Hanover’s proposed acquisition of control
of the Company in accordance with the parties’ merger agreement, contingent upon
approval of holders of a majority of the common stock of the Company and
satisfactory review of fingerprint results for the officers and directors
of the
Hanover subsidiary merging with the Company.
A
proxy
statement of the Company relating to the proposed merger was filed with
the SEC
on August 1, 2007 and has been mailed to shareholders. You can obtain
free copies of the proxy statement as well as other filed documents containing
information about the Company on the SEC’s website at
http://www.sec.gov. Free copies of the Company’s SEC filings are also
available from Professionals Direct, Inc. 5211 Cascade Road, S.E., Grand
Rapids,
Michigan 49546, Attention: Investor Relations.
The
Company and its executive officers, directors, other members of management
and
employees and Hanover may be deemed, under SEC rules, to be participants
in the
solicitation of proxies from the Company’s shareholders with respect to the
proposed transaction. Information regarding the executive officers and
directors
of the Company is set forth in its proxy statement filed with the SEC on
August
1, 2007. More detailed information regarding the identity of
potential participants, and their direct or indirect interests, by securities
holdings or otherwise, are set forth in the proxy statement and other materials
filed with the SEC in connection with the proposed transaction.
As
described in the Company’s proxy statement, a special meeting of the Company’s
shareholders is scheduled to be held on Friday, September 7, 2007, at the
Crowne
Plaza Grand Rapids to vote on the merger. We cannot complete the
merger unless, among other things, holders of a majority of the outstanding
shares of Company common stock vote in favor of the merger. If you
fail to vote on the merger, the effect will be the same as if you voted
against
it. Consequently, if you have not done so already, we urge you to
complete, sign and return the proxy card accompanying the Company’s proxy
statement, to ensure that your shares are voted at the special
meeting.
Thank
you
for your continued support.
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Sincerely,
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Stephen
M. Tuuk
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President
and Chief Executive Officer
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PO
Box 2679, Grand
Rapids, MI 49501-2679 *
p. 800-558-6688
* f.
616-456-6875 *
www.ProfessionalsDirect.com