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UNITED STATES
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): October 3, 1997
PROFESSIONALS INSURANCE COMPANY MANAGEMENT GROUP
(Exact Name of Registrant as Specified in its Charter)
Michigan 0-21223 38-3273911
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
4295 Okemos Road, Okemos, Michigan 48805
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (517) 349-6500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On October 3, 1997, Professionals Insurance Company Management Group, a
Michigan business corporation ("Professionals Group"), PICOM Insurance Company,
a Michigan stock insurance company and a wholly-owned subsidiary of
Professionals Group ("PICOM"), and Physicians Protective Trust Fund, a medical
malpractice self-insurance trust fund organized under Florida Statutes Section
627.357 ("PPTF"), revised the terms of their previously-announced merger and
entered into a First Amended and Restated Agreement and Plan of Merger (the
"Agreement") providing for a pooling of interests of Professionals Group and
PPTF. (A conformed copy of the Agreement is being filed with this Current
Report on Form 8-K as Exhibit 2. Capitalized terms not otherwise defined in
this Report shall have the meanings given to them in the Agreement. The
following description and summary of certain provisions of the Agreement is
qualified in its entirety by the Agreement, which is incorporated herein by
this reference.)
The pooling of interests of Professionals Group and PPTF contemplated by
the Agreement will be accomplished through the merger of PPTF with and into a
newly-formed wholly-owned insurance subsidiary of Professionals Group ("INSCO")
followed immediately by the merger of INSCO with and into PICOM, with PICOM
continuing on as the surviving insurance corporation. Upon consummation of
these transactions, PICOM (i) will be renamed to reflect the combined insurance
operations of PPTF and PICOM and (ii) will maintain regional executive offices
in Okemos, Michigan and Coral Gables, Florida and local sales and service
offices in Ft. Lauderdale, Orlando, Tampa and Jacksonville, Florida; Oak Brook,
Illinois; Indianapolis, Indiana; and Columbus, Ohio.
Upon the merger of PPTF with and into INSCO, and except as otherwise
provided in the Agreement, the aggregate rights of Eligible Members of PPTF (the
"Membership Rights") will be converted into an aggregate of 4,089,160 shares
(the "Aggregate Merger Shares") of common stock, no par value per share, of
Professionals Group ("Professionals Group Common Stock"). In consideration for
his or her Membership Right, each Eligible Member of PPTF will be allocated and
will
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be entitled to receive a portion of the Aggregate Merger Shares in accordance
with an allocation formula determined by PPTF and then approved by the
appropriate regulatory authorities of the State of Florida. No fractional
shares of Professionals Group Common Stock will be issued to any Eligible
Member and, in lieu thereof, all of said fractional shares shall be paid the
cash equivalent value thereof based on the average of the daily closing prices
per share of Professionals Group Common Stock as reported on the Nasdaq
National Market for the period of twenty (20) business days ending on the fifth
(5th) business day prior to the Closing Date.
The transactions contemplated by the Agreement, which are expected to be
completed in the first quarter of 1998, are subject to certain regulatory
approvals (including the approvals of the Insurance Commissioners of Florida and
Michigan), and to the approval of the Eligible Members of PPTF and of the
shareholders of Professionals Group.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
Item 601
Regulation S-K
Exhibit Reference
Number Exhibit Description
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(2) First Amended and Restated Agreement and Plan of Merger dated as of October 3, 1997, by and
among Professionals Insurance Company Management Group, PICOM Insurance Company and
Physicians Protective Trust Fund.
(99) Joint Press Release of Professionals Insurance Company Management Group,
PICOM Insurance Company and Physicians Protective Trust Fund issued October 3, 1997.
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SIGNATURES
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.
PROFESSIONALS INSURANCE COMPANY
MANAGEMENT GROUP
Date: October 8, 1997 By: /s/ Victor T. Adamo
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Victor T. Adamo
President and
Chief Executive Officer
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