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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities
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Exchange
Act of 1934
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Date
of Report (Date of earliest event reported): December 1,
2009
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ProAssurance
Corporation
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-16533
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63-1261433
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer I.D. No.)
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100
Brookwood Place, Birmingham, Alabama
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35209
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(Address
of Principal Executive Office )
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(Zip
code)
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Registrant’s
telephone number, including area
code: (205) 877-4400
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-(c) under the Exchange
Act
(17CFR
240.13e-(c))
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ITEM
7.01
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REGULATION
FD DISCLOSURE
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We are
furnishing presentation materials which we intend to use in investor
presentations for the remainder of 2009. These materials are Exhibit 99.1 to
this Current Report on Form 8K.
We invite
attention to slide 54of the presentation which corrects what we believe to be an
immaterial error in our Quarterly Report on From 10Q, filed on November 3, 2009.
In our 10Q we reported that 68% of our exposure to municipal bonds is
insured. The correct percentage is 61%. Given our view that the misstatement is
immaterial we elected to clarify the data in this Current Report on Form 8K,
rather than amending our Quarterly Report on From 10Q.
In
addition, slide 59 details certain nonpublic information regarding activity in
our CMBS portfolio from September 30, 2009 to November 30, 2009. Our CMS
porrtfolio now holds securities with a market value of $110 million, down from
$162 million at September 30, 2009. We are updating our CMBS activity solely due
to the heightend investor sensitivity to this investment class. As previously
disclosed in our last Quarterly Report on Form 10Q, a list of all of our
investments at September 30,2009, is included on our website under "Investor
Relations-Supplemental Investor Information" (www.ProAssurance.com/investorrelations/supplemental.aspx).
We expect to update the list of investments at the time we report results for
the quarter ended December 31, 2009, and as results of each subsequent quarter
are released, until such time as we provide notice that we have discontinued
this practice.
We
expressly disclaim any obligation to update these materials and caution that
they are only accurate on the date of this filing. The inclusion of any data or
statements in this presentation does not signify that the information is
considered material.
Item
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
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99.1
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Presentation
materials which we intend to use in an investor presentations for the
remainder of 2009.
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We are
furnishing Exhibit 99.1 to this Current Report on Form 8-K in accordance with
Item 7.01, Regulation FD Disclosure. This exhibit shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities and Exchange Act of
1934 (the “Exchange Act”), or otherwise subject to the liability of such
section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, regardless of the
general incorporation language of such filing, except as shall be expressly set
forth by specific reference in such filing.
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:
December 1, 2009
PROASSURANCE
CORPORATION
by: /s/
Frank B. O’Neil
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Frank B.
O’Neil
Senior
Vice-President
Presentation
material added here