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 14, 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:
|X| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 8, 2005 ProAssurance Corporation (the "Registrant") and
Physicians Insurance Company of Wisconsin, Inc. ("PIC Wisconsin") entered into
an Agreement and Plan of Merger which provides for the merger of PIC Wisconsin
into a newly formed wholly owned subsidiary of the Registrant. Under terms of
the agreement, each share of PIC Wisconsin stock will be converted into shares
of ProAssurance stock having a value of $5,000. The exchange ratio is based on
the average closing price of a share of ProAssurance stock on the ten trading
days preceding the effective date of the merger. This ratio is subject to a 20%
range around $49.76, which is the average closing price in the ten days
preceding the date of the definitive agreement. Thus, PIC Wisconsin shareholders
may receive more than $5,000 for each share of stock if the average closing
price of ProAssurance stock is more than $59.71; conversely, PIC Wisconsin
shareholders may receive less than $5,000 per share if the average closing price
of ProAssurance stock is less than $39.80. The transaction is subject to
required regulatory approvals and a vote of PIC Wisconsin stockholders and is
expected to close early in mid-2006.
On February 14, 2006 the Registrant and PIC Wisconsin amended the Agreement
and Plan of Merger. The Amendment provides for the following:
o The addition of Physicians Merger Company, which was formed on
February 10, 2006, as a party to the merger;
o The exchange ratio for the merger of Physicians Merger Company and PIC
Wisconsin, which will establish the post-merger capital structure of
PIC Wisconsin as a wholly-owned subsidiary of ProAssurance;
o Correction of an error dealing with the payment of cash in lieu of
fractional shares in the conversion of PIC Wisconsin shares;
o A reduction in the number of shares that can be subject to dissenters'
rights in order to comply with federal income tax laws and regulations
for tax-free exchanges.
The Amendment does not change the terms of the Agreement and Plan of Merger
that govern the exchange ratio and conversion of PIC Wisconsin shares into
shares of ProAssurance stock.
A copy of the Amendment to the Agreement and Plan of Merger is attached as
Exhibit 2.1 to this report.
ProAssurance has filed with the SEC a registration statement which includes
a proxy statement/prospectus and other relevant documents concerning the
proposed transaction. (Commission File 333-131874). Stockholders of PIC
Wisconsin are urged to read the registration statement and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those
documents, as they will contain important information. You may obtain a free
copy of the proxy statement/prospectus, as well as other filings containing
information about ProAssurance and PIC Wisconsin, at the SEC's Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the proxy statement/prospectus
can be obtained, without charge, by directing a request to Frank B. O'Neil,
Senior Vice President, Corporate Communications, ProAssurance Corporation, 100
Brookwood Place, Birmingham, Alabama 35209, telephone (205) 877-4461.
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This filing contains historical information as well as forward-looking
statements that are based upon our estimates and anticipation of future events
that are subject to certain risks and uncertainties that could cause actual
results to vary materially from the expected results described in the
forward-looking statements. The words "anticipate," "believe," "estimate,"
"expect," "hopeful," "intend," "may," "optimistic," "preliminary," "project,"
"should," "will," and similar expressions are intended to identify these
forward-looking statements. There are numerous important factors that could
cause our actual results to differ materially from those in the forward-looking
statements. Thus, sentences and phrases that we use to convey our view of future
events and trends are expressly designated as Forward-Looking Statements as are
sections of this news release clearly identified as giving our outlook on future
business. The principal risk factors that may cause actual results to differ
materially from those expressed in the forward-looking statements are described
in various documents we file with the Securities and Exchange Commission,
including Form 10K for the year ended December 31, 2004 and Form 10Q for the
most recent quarter.
These forward-looking statements are subject to significant risks, assumptions
and uncertainties, including, among other things, the following important
factors that could affect the actual outcome of future events:
Relating to the ongoing operations of the combined companies:
o General economic conditions, either nationally or in our market area,
that are worse than expected;
o regulatory and legislative actions or decisions that adversely affect
our business plans or operations;
o price competition;
o inflation and changes in the interest rate environment the performance
of financial markets and/or changes in the securities markets that
adversely affect the fair value of our investments or operations;
o changes in laws or government regulations affecting medical
professional liability insurance and practice management and financial
services;
o changes to our ratings assigned by A.M. Best;
o the effect of managed healthcare;
o uncertainties inherent in the estimate of loss and loss adjustment
expense reserves and reinsurance; and changes in the availability,
cost, quality, or collectibility of reinsurance;
o significantly increased competition among insurance providers and
related pricing weaknesses in some markets.
o changes in accounting policies and practices, as may be adopted by our
regulatory agencies and the Financial Accounting Standards Board; and
o changes in our organization, compensation and benefit plans.
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Relating to the proposed transaction with PIC Wisconsin:
o The business of ProAssurance and PIC Wisconsin may not be combined
successfully, or such combination may take longer to accomplish than
expected;
o the cost savings from the merger may not be fully realized or may take
longer to realize than expected;
o operating costs, customer loss and business disruption following the
merger, including adverse effects on relationships with employees, may
be greater than expected;
o governmental approvals of the merger may not be obtained, or adverse
regulatory conditions may be imposed in connection with governmental
approvals of the merger;
o restrictions on our ability to achieve continued growth through
expansion into other states or through acquisitions or business
combinations; and
o the stockholders of PIC Wisconsin may fail to approve the merger.
We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and wish to
advise readers that the factors listed above could affect our financial
performance and could cause actual results for future periods to differ
materially from any opinions or statements expressed with respect to future
periods in any current statements. We do not undertake and specifically decline
any obligation to publicly release the result of any revisions that may be made
to any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
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2.1 First Amendment To The Agreement And Plan Of Merger (the
"Amendment"), dated as of February 14, 2006, by and between
ProAssurance Corporation, a Delaware corporation ("PRA"),
Physicians Insurance Company of Wisconsin, a Wisconsin stock
insurance corporation ("PIC WISCONSIN"), and Physicians
Merger Company, a Wisconsin corporation. This document
amends the Agreement and Plan of Merger dated as of December
8, 2005 among ProAssurance Corporation, Physicians Insurance
Company of Wisconsin, Inc. and Physicians Merger Company.
The Agreement and Plan of Merger as originally executed was
filed in a Current Report on Form 8K on December 9, 2005 and
is incorporated herein by reference.
We are furnishing exhibit 2.1 to this Form 8-K in accordance
with item 1.01, Entry into a Material Definitive Agreement,
and pursuant to Rule 425 of the Securities and Exchange
Commission.
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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: February 16, 2006
PROASSURANCE CORPORATION
By: /s/ Edward L. Rand, Jr
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Edward L. Rand, Jr
Chief Financial Officer
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