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): February 28, 2005
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)
|X| Soliciting material pursuant to Rule 14a-12 under the Securities
(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 pursuant to Rule 13e-(c) under the Exchange Act (17CFR
240.13e-(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 28, 2005 ProAssurance Corporation (the "Registrant") and
NCRIC Group, Inc. ("NCRIC") entered into an Agreement and Plan of Merger which
provides for the merger of NCRIC into a newly formed wholly owned subsidiary of
the Registrant. Under the terms of the agreement each holder of common stock of
NCRIC will have the right to receive 0.25 of a share of Registrant's common
stock for each share of NCRIC common stock. This exchange ratio is subject to
adjustment in the event that the market price of the Registrant's stock prior to
the closing either exceeds $44 or is less than $36 such that the exchange ratio
would then be adjusted so that the value of the Registrant's stock to be issued
for a NCRIC share would neither exceed $11 nor be less than $9, respectively.
The transaction is subject to required regulatory approvals and a vote of NCRIC
stockholders and is expected to close early in the third quarter of 2005. A copy
of the Merger Agreement is attached as Exhibit 2.1 to this report.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of February 28, 2005
among ProAssurance Corporation, NCRIC Group, Inc. and NCP
Merger Corporation (the schedules and exhibits have been
omitted pursuant to Item 601(b)(2) of Regulation S-K).
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 2, 2005
PROASSURANCE CORPORATION
By: /s/ Howard H. Friedman
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Howard H. Friedman
Chief Financial Officer