SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2006
ProAssurance Corporation
(Exact name of registrant as specified in its charter)
Delaware 001-16533 63-1261433
(State of Incorporation) (Commission File No.) (IRS Employer I.D. No.)
100 Brookwood Place, Birmingham, Alabama 35209
(Address of Principal Executive Office ) (Zip code)
Registrant's telephone number, including area code: (205) 877-4400
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|X| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Securities Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange
Act (17CFR 240.13e-(c))
Item 8.01 Other Events.
On December 8, 2005 ProAssurance Corporation (the "Registrant") and
Physicians Insurance Company of Wisconsin, Inc. ("PIC Wisconsin") entered into
an Agreement and Plan of Merger which provides for the merger of PIC Wisconsin
into a newly formed wholly owned subsidiary of the Registrant. Under the terms
of the merger agreement, the shares of common stock of PIC Wisconsin will be
converted into and exchanged for shares of Registrant's common stock at the
effective time of the merger. The Registrant is required to register the shares
to be issued in the merger under the Securities Act of 1933 and has filed a
registration statement with the SEC on Form S-4 (the 'Registration Statement")
(Commission File Number: 333-131874) in order to register the shares
This transaction requires various regulatory approvals, including that of
the Office of the Commissioner of Insurance of the State of Wisconsin (the
"Wisconsin OCI"). In order to obtain that approval we have filed with the
Wisconsin OCI a document commonly referred to as a Form A, providing information
relevant to the merger.
The Wisconsin OCI has posted much of the Form A on its website
(www.oci.wi.gov) and will post amendments to that Form A, and other information
as it deems necessary. We are filing this Current Report on Form 8K to comply
with SEC Rule 425 to provide copies of those Amendments that we believe will be
posted by the Wisconsin OCI. We will continue to file Amendments and other
information that we provide to the Wisconsin OCI and that we believe will be
posted by the Wisconsin OCI to their website. However, the Wisconsin OCI
maintains the contents of its website and we may not be aware of all materials
they post on that website.
The merger is also subject to approval of the shareholders of PIC
Wisconsin. The Registration Statement filed with the SEC includes a proxy
statement-prospectus that will be used to solicit proxies for the meeting of the
shareholders of PIC Wisconsin that will be held to consider and vote upon the
merger. Shareholders of PIC Wisconsin are urged to read the Registration
Statement (and the proxy statement-prospectus included therein) as it includes
important information regarding the Registrant and the proposed merger. You may
obtain a free copy of the Registration Statement as well as other information
concerning the Registrant at the SEC's site on the internet
(http://www.sec.gov). Copies of the Registration Statement and the SEC filings
that will be incorporated by reference in the Registration Statement can be
obtained, without charge, from the Investor Relations section of the
Registrant's website, www.ProAssurance.com, or by directing a request to Frank
B. O'Neil, Senior Vice-President, Corporate Communications, 100 Brookwood Place,
Birmingham AL 35209, telephone (205) 877-4461.
Caution Regarding Forward Looking Statements
This report and exhibit contain historical information as well as
forward-looking statements that are based upon our estimates and anticipation of
future events that are subject to certain risks and uncertainties that could
cause actual results to vary materially from the expected results described in
the forward-looking statements. The words "anticipate," "believe," "estimate,"
"expect," "hopeful," "intend," "may," "optimistic," "preliminary," "project,"
"should," "will," and similar expressions are intended to identify these
forward-looking statements. There are numerous important factors that could
cause our actual results to differ materially from those in the forward-looking
statements. Thus, sentences and phrases that we use to convey our view of future
events and trends are expressly designated as Forward-Looking Statements as are
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sections of this news release clearly identified as giving our outlook on future
business. The principal risk factors that may cause actual results to differ
materially from those expressed in the forward-looking statements are described
in various documents we file with the Securities and Exchange Commission,
including Form S-4 filed December 15, 2006, Form 10K for the most current year
ended December 31, and Form 10Q for the most recent quarter.
These forward-looking statements are subject to significant risks,
assumptions and uncertainties, including, among other things, the following
important factors that could affect the actual outcome of future events:
o General economic conditions, either nationally or in our market area,
that are worse than expected;
o regulatory and legislative actions or decisions that adversely affect
our business plans or operations;
o price competition;
o inflation and changes in the interest rate environment the performance
of financial markets and/or changes in the securities markets that
adversely affect the fair value of our investments or operations;
o changes in laws or government regulations affecting medical
professional liability insurance;
o changes to our ratings assigned by rating agencies;
o the effects of managed healthcare;
o uncertainties inherent in the estimate of loss and loss adjustment
expense reserves and reinsurance; and changes in the availability,
cost, quality, or collectibility of reinsurance;
o significantly increased competition among insurance providers and
related pricing weaknesses in some markets.
o our ability to achieve continued growth through expansion into other
states or through acquisitions or business combinations;
o changes in accounting policies and practices, as may be adopted by our
regulatory agencies and the Financial Accounting Standards Board;
o changes in our organization, compensation and benefit plans; and
o any other factors listed or discussed in the reports we file with the
Securities and Exchange Commission under the Securities Exchange Act
of 1934.
Relating to the proposed transaction with PIC Wisconsin:
o The business of ProAssurance and PIC Wisconsin may not be combined
successfully, or such combination may take longer to accomplish than
expected;
o the cost savings from the merger may not be fully realized or may take
longer to realize than expected;
o operating costs, customer loss and business disruption following the
merger, including adverse effects on relationships with employees, may
be greater than expected;
o the stockholders of PIC Wisconsin may fail to approve the merger; and
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o governmental approvals of the merger may not be obtained, or adverse
regulatory conditions may be imposed in connection with governmental
approvals of the merger.
We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and wish to
advise readers that the factors listed above could affect our financial
performance and could cause actual results for future periods to differ
materially from any opinions or statements expressed with respect to future
periods in any current statements. We do not undertake and specifically decline
any obligation to publicly release the result of any revisions that may be made
to any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
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2.1 Letter to the Wisconsin OCI.
2.2 Exhibit A, Page 22 from Agreement and Plan of Merger. The
Agreement and Plan of Merger as originally executed
was filed in a Current Report on Form 8K on
December 9, 2005 and is incorporated herein by
reference. The Agreement and Plan of Merger was
amended as of February 14, 2006. The amendment was
filed in a Current Report on Form 8K on February
14, 2006 and is incorporated herein by reference.
2.3 Exhibit B, Excerpt from ProAssurance's 2005-2008 Strategic
Plan.
2.4 Exhibit C, Listing of ProAssurance Subsidiaries.
2.5 Exhibit D, Form B filed by The Medical Assurance Company,
Inc., May 27, 2005.
2.6 Exhibit E, Form B filed by ProNational Insurance Company,
April 27, 2005.
2.7 Exhibit F, Pages 36-38 of our Registration Statement
(Commission File Number: 333-131874), filed on
February 15, 2006 and incorporated herein by
reference.
2.8 Exhibit G, Letters of Transmittal, which accompanied copies of
our Form A filing, sent to the Alabama Insurance
Department and the Michigan Office of Financial and
Insurance Services.
2.9 Exhibit H, PIC Wisconsin's request to the Michigan Office of
Financial and Insurance Services for an exemption
from re-qualification.
SIGNATURE
Pursuant to the requirements of the Securities Exchange act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 20, 2006
PROASSURANCE CORPORATION
By: /s/ Edward L. Randl
-----------------------
Edward L. Rand, Jr.
Chief Financial Officer
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