Exhibit 2.1 / AMENDMENT 1 TO FORM A
FORM A
Amendment No. 1
STATEMENT REGARDING THE ACQUISITION OF CONTROL OF
OR MERGER WITH A DOMESTIC INSURER
Filed with the Office of the Commissioner of Insurance
State of Wisconsin
PHYSICIANS INSURANCE COMPANY OF WISCONSIN, INC.
BY
PROASSURANCE CORPORATION
Filed with the insurance department of Wisconsin
Dated: January 9, 2006
Name, Title, Address and Telephone Number of Individual to Whom Notices and
Correspondence Concerning This Statement Should Be Addressed:
Victor T. Adamo, Esq, CPCU William T. Montei
President President
ProAssurance Corporation Physicians Insurance
100 Brookwood Place, Suite 300 Company of Wisconsin, Inc.
Birmingham, Alabama 35209 1002 Deming Way
(205)877-4470 Madison, Wisconsin 53717
(608) 831-8331
with copies to:
Jon C. Nordenberg Jeffrey B. Bartell
Boardman Suhr Curry & Field LLP William J. Toman
One South Pinkney Street, 4th Floor Quarles & Brady LLP
P.O. Box 927 One South Pinckney St., Suite 600
Madison, Wisconsin 53701 Madison, Wisconsin 53703
(608) 257-9521 (608) 251-5000
and
Jack P. Stephenson
Burr & Forman LLP
3100 Southtrust Tower
420 North 20th Street
Birmingham, Alabama 35203
(205) 458-5201
Page 1, AMENDMENT 1 TO FORM A
Exhibit 2.1 / AMENDMENT 1 TO FORM A
ITEM 2. IDENTITY AND BACKGROUND OF THE APPLICANT
(c) Organizational Chart:
---------------------
Please see the attached revised organizational chart. Exhibit B(1).
Specialty Underwriters Reinsurance Facility was dissolved effective
December 9, 2005 and is no longer a part of the ProAssurance Holding
Company Group.
NCRIC Physicians Organization, Inc. was sold by ConsiCare, Inc. to
NCRIC Corporation effective December 12, 2005 for a nominal amount due
to the pending sale of ConsiCare and HCI Ventures.
ConsiCare, Inc. and HCI Ventures, LLC were sold to a non-affiliate
effective December 31, 2005 and are no longer part of the ProAssurance
Holding Company Group.
MEEMIC Insurance Company and MEEMIC Insurance Services Corporation were
sold to Motors Insurance Corporation effective January 1, 2006 and are
no longer part of the ProAssurance Holding Company Group.
MEEMIC Holdings, Inc. filed paperwork to change its name to MEMH
Holdings, Inc. on January 5, 2006 in conjunction with the sale of
MEEMIC Insurance Company and MEEMIC Insurance Services Corporation.
ITEM 3. IDENTITY AND BACKGROUND OF INDIVIDUALS ASSOCIATED WITH APPLICANT
Board of Directors of ProAssurance
Set forth below are the names and addresses of the current directors and
executive officers of ProAssurance and a brief description of their principal
occupations and employment during the last five (5) years. None of the directors
or executive officers of ProAssurance has ever been convicted in a criminal
proceeding (excluding traffic violations not involving death or injury) during
the last 10 years.
ProAssurance is a publicly traded company. According to the latest reports filed
with the SEC, there are no owners of 10% or more of the voting securities of
ProAssurance. The current directors and executive officers can be contacted at
100 Brookwood Place, Birmingham, Alabama 35209.
Page 2, AMENDMENT 1 TO FORM A
Exhibit 2.1 / AMENDMENT 1 TO FORM A
EXECUTIVE OFFICERS
JEFFREY P. LISENBY - - (Age 37) Secretary. Mr. Lisenby was elected Secretary of
ProAssurance effective January 1, 2006. Mr. Lisenby also has served as
Vice President and Legal Counsel of ProNational and TMAC since 2001.
Prior to joining ProAssurance, Mr. Lisenby was in private practice in
Birmingham, Alabama, from 1996 to 2001 and served as a judicial clerk
for the United States District Court for the Northern District of
Alabama from 1995 to 1996. Mr. Lisenby also holds positions as an
officer of various direct and indirect subsidiaries of ProAssurance.
Mr. Lisenby's Biographical Affidavit is attached as Exhibit C.
ITEM 12. FI NANCIAL STATEMENTS AND EXHIBITS
(a) Exhibit B(1) Organizational Chart
Exhibit C Biographical Affidavits for the following
ProAssurance Corporation Officers and Directors:
Jeffrey P. Lisenby
Page 3, AMENDMENT 1 TO FORM A
Exhibit 2.1 / AMENDMENT 1 TO FORM A
ITEM 13. SIGNATURE AND CERTIFICATION
SIGNATURE
Pursuant to the requirements of ch. Ins. 40, Wis. Adm. Code, ProAssurance
Corporation has caused this application to be duly signed on its behalf in the
city of Birmingham, and the state of Alabama on the 9th day of January, 2006.
(SEAL)
ProAssurance Corporation
BY: /s/ Victor T. Adamo
-------------------
ITS: President
Attest:
/s/ Edward L. Rand, Jr.
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BY: Senior Vice President
CERTIFICATION
The undersigned deposes and says that he has duly executed the attached
application dated January 9, 2006 for and on behalf of ProAssurance Corporation;
that he is the President of such company and that he is authorized to execute
and file such instrument.
Deponent further says that he is familiar with the instrument and the contents
thereof, and that the facts therein set forth are true to the best of his
knowledge, information and belief.
/s/ Victor T. Adamo
-------------------
Victor T. Adamo, President
Subscribed and sworn to this
9th day of January, 2006
/s/ Kathryn A. Neville
- ----------------------
Notary Public: Kathryn A. Neville
My Commission Expires on: 3/13/06
Page 4, AMENDMENT 1 TO FORM A
Exhibit 2.2 / EXHIBIT B, AMENDMENT 1 TO FORM A
ORGANIZATIONAL CHART
[SEE SUPPLEMENTAL PDF]
Page 1, EXHIBIT B, AMENDMENT 1 TO FORM A