|
UNITED
STATES
|
|
SECURITIES
AND EXCHANGE COMMISSION
|
|
WASHINGTON,
D.C. 20549
|
|
SCHEDULE
13G
|
|
(RULE
13D-102)
|
|
(Amendment
No. 1)*
|
|
Information
to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and
(d)
and
Amendments Thereto Filed Pursuant to Rule 13d-2.
|
|
Under
the Securities Exchange Act of 1934 (Amendment No. 1)
|
|
ProAssurance
Corporation
|
|
(Name
of Issuer)
|
|
Common
Stock, Par Value $0.01 Per Share
|
|
(Title
of Class of Securities)
|
|
74267C106
|
|
(CUSIP
Number)
|
|
December
31, 2008
|
|
(Date
of Event which Requires Filing of this Statement)
|
|
Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|
|
[
] Rule 13d-1(b)
|
|
[ ]
Rule 13d-1(c)
|
|
[X]
Rule 13d-1(d)
|
|
*
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 the disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be "filed for 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 provision of the Act (however, see the
Notes).
|
|
CUSIP
No. 74267C106
|
||||||||
|
1.
|
Name
of Reporting Person: Aubrey Derrill Crowe, M.D.
|
|||||||
|
2.
|
Check
the Appropriate Box if a Member of a Group
|
|||||||
|
(a) [ ]
|
||||||||
|
(b) [ ]
|
||||||||
|
3.
|
SEC
Use Only
|
|||||||
|
4.
|
Citizenship
or Place of Organization: United States of America
|
|||||||
|
Number
of Shares Beneficially Owned by Each Reporting Person
With:
|
||||||||
|
5.
|
Sole
Voting Power:
|
|||||||
|
928,843
shares
|
||||||||
|
6.
|
Shared
Voting Power:*
|
|||||||
|
929,193
shares
|
||||||||
|
7.
|
Sole
Dispositive Power:**
|
|||||||
|
1,068,843
|
||||||||
|
**
includes 140,000 presently exercisable options
|
||||||||
|
8.
|
Shared
Dispositive Power:*
|
|||||||
|
929,193
|
||||||||
|
*
owned jointly with spouse
|
||||||||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
|||||||
|
1,998,036
shares
|
||||||||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
|
|||||||
|
11.
|
Percent
of Class Represented by Amount in Row (9):
|
|||||||
|
6.1%
|
||||||||
|
12.
|
Type
of Reporting Person: IN
|
|||||||
|
Item
1 (a).
|
Name
of Issuer:
|
||
|
ProAssurance
Corporation
|
|||
|
Item
1 (b).
|
Address
of Issuer's Principal Executive Offices:
|
||
|
100
Brookwood Place
|
|||
|
Birmingham,
AL 35209
|
|||
|
Item
2 (a).
|
Name
of Person Filing:
|
||
|
Aubrey
Derrill Crowe, M.D.
|
|||
|
Item 2
(b).
|
Address
of Principal Business Office:
|
||
|
3940
Montclair Rd, 3rd Fl
|
|||
|
Birmingham,
AL 35213-3038
|
|||
|
Item
2 (c).
|
Citizenship:
|
||
|
United
States of America
|
|||
|
Item
2 (d).
|
Title
of Class of Securities:
|
||
|
Common
Stock, $0.01 par value per share
|
|||
|
Item
2 (e).
|
CUSIP
Number:
|
||
|
74267C106
|
|||
|
Item
3.
|
Not
Applicable. Reporting person is filing this Schedule 13G
pursuant to 240.13d-2(b).
The reporting person originally
filed a Schedule 13G pursuant to 240.13d-1(c) and (d) as a result of the
acquisition of shares of ProAssurance Corporation pursuant to a
registration statement on Form S-4 filed by ProAssurance Corporation to
register the shares issued on June 27, 2001 pursuant to the Agreement to
Consolidate dated June 22, 2000, between Medical Assurance, Inc and
Professionals Group, Inc.
This report is the first update
filed by the reporting person on Schedule 13G since the initial filing
with the SEC on July 9, 2001, and reports the
beneficial stock ownership of the reporting person in ProAssurance
Corporation as of December 31, 2008. The reporting person
served as CEO and a director of ProAssurance Corporation from June 27, 2001 until he resigned as CEO on June
30, 2007 and as a director on
September 10,
2008.
During
that time the reporting person timely reported all changes in his stock
ownership in reports on Form 4 filed by the reporting person with the SEC
and ProAssurance Corporation reported his stock ownership as a director
and officer in its annual reports on Form 10-K and proxy statements filed
with the SEC each year during such period. The reporting person
failed to file the updates to the Schedule 13G during this period due to
an oversight in the reporting requirements for the stock ownership of the
reporting person.
|
||
|
Item
4.
|
Ownership:
|
||||||
|
(a)
|
Amount
Beneficially Owned:
|
||||||
|
1,998,036
shares
|
|||||||
|
(b)
|
Percent
of Class:
|
||||||
|
6.1%
|
|||||||
|
(c)
|
Number
of Shares as to which such Person has:
|
||||||
|
(i)
|
sole
power to vote or to direct the vote:
|
||||||
|
928,843
shares
|
|||||||
|
(ii)
|
shared
power to vote or to direct the vote:*
|
||||||
|
929,193
shares*
|
|||||||
|
(iii)
|
sole
power to dispose or to direct the disposition of:
|
||||||
|
1,068,843
shares, including 140,000 presently exercisable options
|
|||||||
|
(iv)
|
shared
power to dispose or to direct the disposition of:*
|
||||||
|
929,193
shares
|
|||||||
|
*
jointly owned with spouse
|
|||||||
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
||||||
|
Not
applicable.
|
|||||||
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
||||||
|
Not
applicable.
|
|||||||
|
Item
7.
|
Identification
and Classification of the Subsidiary which Acquired the
|
||||||
|
Securities
Being Reported on by the Parent Holding Company or Control
Person.
|
|||||||
|
Not
applicable.
|
|||||||
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
||||||
|
Not
applicable
|
|||||||
|
Item
9.
|
Notice
of Dissolution of Group.
|
||||||
|
Not
applicable
|
|||||||
|
Item
10.
|
Certification.
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
|
||
|
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:
July 15, 2009
|
||
|
/s/
A. Derrill Crowe
|
||
|
-----------------------------------------------
|
||
|
A.
Derrill Crowe, M.D.
|
||