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): August 1, 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:
| | 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 2.01 Completion of Acquisition or Disposition of Asset
On August 1, 2006, the ProAssurance Corporation ("ProAssurance") completed
its acquisition of Physicians Insurance Company of Wisconsin, Inc.
("PIC Wisconsin") through the merger of PIC Wisconsin and
a newly formed subsidiary of ProAssurance pursuant to the Agreement and Plan of
Merger between ProAssurance and PIC Wisconsin, dated December 8, 2005
and amended February 14, 2006. In accordance with the terms of the merger
agreement, each share of PIC Wisconsin common stock was
converted into 102.75 shares of ProAssurance common stock resulting in
approximately two million shares of ProAssurance common stock being issued in
the transaction. The merger agreement valued PIC Wisconsin
shares at $5,000 each. The value of a share of ProAssurance stock, for purposes
of determining the exchange ratio, was $48.66 based on the average NYSE closing
price for a ten day period that ended with the close of trading on July 31,
2006.
The shares of ProAssurance common stock issued in the merger were
registered under the Securities Act of 1933 pursuant to a Registration Statement
on Form S-4 declared effective by the SEC on June 6, 200 (SEC File No.
333-131874). The merger is described in greater detail in the proxy
statement-prospectus included in the registration statement that was mailed to
the shareholders of PIC Wisconsin on or about June 13, 2006.
Item 7.01 Regulation FD Disclosure
On August 1, 2006 we issued a news release announcing that PIC Wisconsin's
merger into ProAssurance was effective at 12:01 AM on that date, that William T.
Montei would be resigning as President of PIC Wisconsin, and that David L.
Maurer, PIC Wisconsin's Chief Operating Officer, would be assuming
responsibility for ongoing operations at PIC. A copy of the news release we
issued to announce the effectiveness of the merger and executive changes for PIC
Wisconsin is furnished with this report as Exhibit 99.1 and is incorporated into
this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
(b) Pro Forma Financial Information
Financial statements of PIC Wisconsin and pro forma financial information
are not required to be filed with this report under Rule 3.05(b)(2) and Rule
11.01(b)(1) of Regulation S-X because PIC Wisconsin does not meet the 20% level
of significance.
(d) Exhibits
Exhibit 2.1 Agreement and Plan of Merger dated as of December 8, 2005 as
amended February 14, 2006 among ProAssurance, PIC Wisconsin and Physicians
Merger Company was filed as an exhibit to ProAssurance's Registration Statement
on Form S-4 effective June 6, 2006 (Sec File No 333-131874)
Exhibit 99.1 - News release dated August 1, 2006
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We are furnishing Exhibit 99.1 to this Form 8-K in accordance with items
7.01, Regulation FD Disclosure and 8.01, Other Events. The 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: August 1, 2006
PROASSURANCE CORPORATION
By: /s/ Edward L. Rand, Jr.
--------------------------------
Edward L. Rand, Jr.
Chief Financial Officer
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