|
United
States
|
||
|
Securities
and Exchange Commission
|
||
|
Washington,
D.C. 20549
|
||
|
FORM
10-K/A
|
||
|
Amendment
No. 1
|
||
|
(Mark One)
|
||
|
X
|
Annual
report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 [Fee Required] for the fiscal year ended December 31, 2008,
or
|
|
|
____
|
Transition
report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 [No Fee Required] for the transition period from ___________ to
___________.
|
|
|
Commission
file number: 001-16533
|
||
|
ProAssurance Corporation
|
||
|
(Exact
name of registrant as specified in its charter)
|
||
|
Delaware
|
63-1261433
|
|
|
(State
of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
100 Brookwood Place, Birmingham,
AL
|
35209
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
(205) 877-4400
|
||
|
(Registrant's
Telephone Number, Including Area Code)
|
||
|
Securities
registered pursuant to Section 12(b) of the Act:
|
||
|
Title of Each Class
|
Name of Each Exchange On Which
Registered
|
|
|
Common
Stock, par value $0.01 per share
|
New
York Stock Exchange
|
|
|
Securities
registered pursuant to Section 12(g) of the
Act: None
|
||
|
Indicate
by checkmark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act.
Yes
X No
____
|
||
|
Indicate
by check mark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act. Yes
____ No
X
|
||
|
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes
X No
_____
|
||
|
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
|
||
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "Large accelerated filer,"
"Accelerated filer" and "Smaller reporting company" in Rule 12b-2 of the
Exchange Act: (Check one):
|
||
|
Large
accelerated filer
X Accelerated
filer ____ Non-accelerated filer
____ Smaller reporting company
____
|
||
|
(Do
not check if a smaller reporting company)
|
||
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes
____ No
X
|
||
|
The
aggregate market value of voting stock held by non-affiliates of the
registrant at June 30, 2008 was $1,383,630,033.
|
||
|
As
of April 24, 2009, the registrant had outstanding approximately 33,083,968
shares of its common
stock.
|
||
|
Purpose of Amendment
|
|
Item
12 of the Form 10-K requires the Registrant to disclose the beneficial
ownership of all persons known to the Registrant to beneficially own more
than 5% of the Registrant's outstanding common
stock. Registrant mistakenly omitted the stock ownership of A.
Derrill Crowe in the table of 5% beneficial owners included on page 15 of
the Proxy Statement for the 2009 Annual Meeting of
Shareholders. The information required by Item 12 of the Form
10-K was incorporated by reference from the Proxy Statement for the 2009
Annual Meeting of Registrant's Stockholders filed with the SEC on April 9,
2009. The Registrant discovered the omission after the annual
meeting of stockholders was held on May 20, 2009. This
amendment is filed to amend Item 12 of the Registrant's Form 10-K for the
year ended December 31, 2008, and replaces the stock ownership information
incorporated by reference from the Proxy
Statement.
|
|
Item
12 Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
|
|
Owners of more than 5% of our Common
Stock
|
|
The
following table sets forth the names and beneficial ownership of the
persons known to ProAssurance to beneficially own more than 5% of the
outstanding Common Stock as of December 31,
2008:
|
|
Stockholders
|
Amount
& Nature of Beneficial Ownership
|
Percent
of Class
|
|
T.
Rowe Price Associates, Inc. (1)
100
East Pratt Street
Baltimore,
Maryland 21202
|
2,451,994
|
7.3%
|
|
Barclays
Global Investors, NA (2)
Barclays
Global Fund Advisors
Barclays
Global Investors, Ltd.
400
Howard Street
San
Francisco, California 94105
|
2,175,910
|
6.49%
|
|
Royce
& Associates LLC (3)
1414
Avenue of the Americas
New
York, New York 10019
|
1,917,673
|
5.72%
|
|
A.
Derrill Crowe (4)
3940
Montclair Road, 3d Floor
Birmingham,
AL 35213
|
1,998,036
|
6.1%
|
|
(1)
|
In
a Schedule 13G filed with the SEC, T. Rowe Price Associates, Inc., an
investment adviser, disclosed that as of December 31, 2008, it had sole
voting power with respect to 786,300 shares of Common Stock and sole
dispositive power with respect to 2,451,994 shares of Common
Stock.
|
|
(2)
|
The
above named persons collectively filed a Schedule 13G with Barclays Global
Investors Japan Trust and Banking Company Limited, Barclays Global
Investors Japan Limited, Barclays Global Investors Canada Limited,
Barclays Global Investors Australia Limited, and Barclays Global Investors
(Deutschland) AG, in which they disclaimed membership in a group. The
Schedule 13G as filed with the SEC disclosed that as of December 31, 2008,
Barclays Global Investors NA, a bank, had sole voting power with respect
to 607,502 shares of Common Stock and sole dispositive power with respect
to 722,351 shares of Common Stock; Barclays Global Fund Advisors, an
investment advisor, had sole voting power with respect to 1,049,764 shares
of Common Stock and sole dispositive power with respect to 1,431,166
shares of Common Stock; and Barclays Global Investors Ltd., a bank located
at Murray House, 1 Royal Mint Court, London, EC3N 4HH, had sole
dispositive power with respect to 22,393 shares of Common
Stock.
|
|
(3)
|
In
a Schedule 13G filed with the SEC, Royce & Associates LLC, an
investment adviser, disclosed that as of December 31, 2008, it had sole
voting power and sole dispositive power with respect to 1,971,673 shares
of Common Stock.
|
|
(4)
|
In
a Schedule 13G filed with the SEC, Dr. Crowe disclosed that as of December
31, 2008, he had sole voting power with respect to 928,843 shares of
Common Stock and sole dispositive power with respect to 1,068,843 shares
of Common Stock, and shared voting and dispositive power with respect to
929,193 shares of Common Stock held jointly with his wife, Cameron
Crowe. The shares of Common Stock for which he has sole
dispositive power include 140,000 shares subject to currently exercisable
options.
|
|
Ownership by Our Directors and Executive
Officers
|
|
Our
Board of Directors has adopted stock ownership targets for our directors
and executive officers to further align their interests with our
stockholders. The target for non-management directors is a level of stock
ownership that is five times their annual cash compensation as directors.
The level of stock ownership for executive officers varies by position and
their stock ownership targets are as follows: five times base
salary for our chief executive officer; three times base salary for our
president; and two times base salary for other executive officers of
ProAssurance. Directors and executive officers are encouraged to achieve
these levels within the first five years of service.
|
|
The
following table sets forth, as of March 31, 2009, information regarding
the ownership of Common Stock by:
|
|
· our
executive officers named in the "Summary Compensation Table" under
Executive Compensation which we refer to as the Named Executive
Officers;
|
|
· our
directors; and
|
|
· all
of our directors and officers as a
group.
|
|
Stockholders
|
Amount
and Nature of Beneficial Ownership
(1)
|
Percent
of Class
|
|
Directors
|
||
|
Victor
T. Adamo, Esq., CPCU (2) (3)
|
98,134
|
*
|
|
Lucian
F. Bloodworth (3)
|
6.973
|
*
|
|
Robert
E. Flowers, M.D. (3)
|
30,999
|
*
|
|
William
J. Listwan, M.D.(3)
|
9,615
|
*
|
|
John
J. McMahon, Jr. (3)
|
7,701
|
*
|
|
Drayton
Nabers, Jr.
|
4,329
|
*
|
|
W.
Stancil Starnes(2)
|
129,426
|
*
|
|
John
P. North (3)
|
7,084
|
*
|
|
Ann
F. Putallaz (3)
|
15,756
|
*
|
|
William
H. Woodhams, M.D. (3)
|
24,041
|
*
|
|
Wilfred
W. Yeargan, M.D. (3)(4)
|
11,088
|
*
|
|
Other Named Executive Officers
|
||
|
Edward
L. Rand, Jr., C.P.A.
|
55,413
|
*
|
|
Howard
H. Friedman(5)
|
156,622
|
*
|
|
Darryl
K. Thomas
|
75,704
|
*
|
|
All Directors and Officers as a
Group
(14 Persons) (2) (3)
|
684,482
|
2.0%
|
|
*
Less than 1%
|
|
(1)
|
Except
as otherwise indicated, the persons named in the above table have sole
voting power and investment power with respect to all shares of Common
Stock shown as beneficially owned by them. The information as to
beneficial ownership of Common Stock has been furnished by the respective
persons listed in the above table. The information excludes stock options
and performance shares granted to executive officers, except for the
number of shares that may be acquired pursuant to unexercised options on
or before May 31, 2009 as indicated in note 2.
|
|
(2)
|
Includes
374,087 shares that may be acquired by all officers and directors as a
group upon exercise of stock options on or before May 31, 2009. Of this
amount the named officers and directors hold options for the following
number of shares: Mr. Starnes – 104,000 shares; Mr. Adamo - 48,000 shares;
Mr. Rand – 43,000 shares; Mr. Friedman – 135,000 shares; and Mr. Thomas –
27,500 shares. Also includes 3,345 shares beneficially held for the
account of all officers and directors as a group in ProAssurance's
Retirement Plan, of which 1,320 shares are held for the account of Mr.
Thomas.
|
|
(3)
|
Includes
6,595 shares subject to forfeiture by all officers and directors as a
group under ProAssurance's Stock Ownership Plan. Of this amount the named
executive officers and directors hold the following: 470 shares in the
account of each of Messrs. Adamo, Rand, Friedman, Thomas, Bloodworth,
Flowers, McMahon, North, Yeargan and Ms. Putallaz, 353 shares in the
account of Dr. Woodhams, 238 shares in the accounts of Mr. Starnes and Dr.
Listwan and 126 shares in the account of Mr. Nabers.
|
|
(4)
|
Includes
300 shares held by Yeargan Family Investment Partnership, LLC; 4,812
shares due to Dr. Yeargan under provisions of the Medical Assurance, Inc.
Deferred Compensation Plan. These shares were awarded to Dr. Yeargan for
service prior to becoming a director of ProAssurance.
|
|
(5)
|
Includes
178 shares held in an individual retirement account for Mr. Friedman's
spouse.
|
|
Securities Authorized for
Issuance Under Equity Compensation Plans
|
|
The
following table provided information regarding ProAssurance's equity
compensation plans as of December 31,
2008.
|
|
Plan Category
|
Number
of Securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities
reflected in column (a))
(c)
|
|
Equity
compensation
plans
approved by
security
holders
|
1,179,061
|
$42.48*
|
2,000,000
|
|
Equity
compensation
plans
not approved by security holders
|
-
|
-
|
-
|
|
*Exclusive of 165,403
performance shares which have no exercise
price.
|
|||
|
Item
15 Exhibits and Financial Statement Schedules
|
|
|
The
following is a list of the exhibits filed with this report:
|
|
|
31.1
|
Certification
of Principal Executive Officer of Registrant as required under
SEC Rule 13a-14(a)
|
|
31.2
|
Certification
of Principal Financial Officer of Registrant as required under SEC Rule
13a-14(a)
|
|
32.1
|
Certification
of Principal Executive Officer of Registrant as required under Rule
13a-14(b) and Section 1350 of Chapter 63 Title 18 of the United States
Code, as amended (18 U.S.C 1350)
|
|
32.2
|
Certification
of the Principal Financial Officer of Registrant as required under SEC
Rule 13a-14(b) and 18 U.S.C.
1350.
|
|
SIGNATURES
|
|
|
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized,
on this 15 day of July, 2009. |
|
|
PROASSURANCE
CORPORATION
|
|
|
By: /s/ W. Stancil Starnes
|
|
|
Name:
W. Stancil Starnes
|
|
|
Title:
Chairman and Chief Executive
Officer
|
|