Exhibit 2.5 / Exhibit D, Form B filed by The Medical Assurance Company, Inc.
FORM B
INSURANCE HOLDING COMPANY SYSTEM
ANNUAL REGISTRATION STATEMENT
Filed with the Insurance Department of the State of
Alabama
By
The Medical Assurance Company, Inc.
On Behalf of the Following Insurance Companies
The Medical Assurance Company, Inc.
100 Brookwood Place, Homewood, Alabama 35209
and
Woodbrook Casualty Insurance, Inc.
f/k/a Medical Assurance of West Virginia, Inc.
100 Brookwood Place, Homewood, Alabama 35209
Date: May 27, 2005
Name, Title, Address and telephone number of Individual to Whom
Notices and Correspondence Concerning This Statement Should Be Addressed:
Kathryn A. Neville, Secretary
The Medical Assurance Company, Inc.
100 Brookwood Place, Suite 300
Homewood, Alabama 35209
(800) 282-6242
Page 1, EXHIBIT D
This Form B Insurance Holding Company System Annual Registration Statement,
reports on events occurring during 2004.
FORM B
Item 1. Identity and Control of Registrant
ProAssurance Corporation: ProAssurance Corporation, a Delaware business
corporation ("ProAssurance"), has its principal executive offices at 100
Brookwood Place, Homewood, Alabama 35209. ProAssurance owns 100% of
Professionals Group, Inc., a Michigan business corporation ("Professionals
Group"), which owns 100% of the issued and outstanding shares of
ProNational Insurance Company ("ProNational") and 100% of Medical
Assurance, Inc, a Delaware business corporation which owns 100% of The
Medical Assurance Company, Inc. and 100% of Woodbrook Casualty Insurance,
Inc. (see below).
The Medical Assurance Company, Inc. On September 11, 1991, Mutual
Assurance, Inc. which changed its name to The Medical Assurance Company,
Inc. in 1999 ("TMAC"), converted from a mutual insurer to a stock insurer
pursuant to its Amended and Restated Plan of Conversion and Section
27-27-44 of the 1975 Code of Alabama (the "Conversion"). Effective August
31, 1995, TMAC became a wholly owned subsidiary of Medical Assurance, Inc.
(formerly known as MAIC Holdings, Inc.) a Delaware corporation ("Medical
Assurance") and the shareholders of TMAC became the sole shareholders of
Medical Assurance without any material change in their proportionate
ownership of TMAC and its subsidiaries. Medical Assurance was a newly
formed Delaware holding corporation incorporated by TMAC to serve as a
holding company for TMAC and its subsidiaries pursuant to a Plan of
Exchange authorized by Sections 27-28-1 et. seq. of the Code of Alabama
1975 ("Plan of Exchange").
On June 22, 2000, Medical Assurance and Professionals Group, Inc.
("Professionals Group") entered into an Agreement to Consolidate (the
"Consolidation Agreement") which provided for the consolidation of Medical
Assurance and Professionals Group and their respective subsidiaries under a
newly formed holding company named ProAssurance Corporation
("ProAssurance"). Pursuant to the Consolidation Agreement, Medical
Assurance and Professionals Group caused ProAssurance to be formed as a
Delaware corporation and caused ProAssurance to form two wholly owned
subsidiaries, MAI Acquisition Corporation I and PICM Acquisition
Corporation. The Consolidation Agreement set forth plans for the merger of
Medical Assurance and MAI Acquisition Corporation I and for the merger of
Professionals Group and PICM Acquisition Corporation. Upon completion of
the merger of Medical Assurance and MAI Acquisition Corporation I, Medical
Assurance became a wholly owned subsidiary of ProAssurance and each share
of Medical Assurance common stock was converted into and exchanged for one
share of ProAssurance common stock with the result that all of the former
Medical Assurance shareholders became shareholders of ProAssurance
Corporation. Upon completion of the merger of Professionals Group and PICM
Acquisition Corporation, Professionals Group also became a wholly owned
Page 2, EXHIBIT D
subsidiary of ProAssurance and each share of Professionals Group common
stock was converted into and exchanged for, at the election of the holder,
either cash or a combination of cash and ProAssurance common stock with the
result that any Professionals Group shareholder who desired to continue as
an equity participant in the combined company would be a shareholder of
ProAssurance.
ProAssurance Corporation ("ProAssurance") filed and received approval on
December 12, 2000 of a Form A with the Alabama Commissioner of Insurance
with respect to its acquisition of control of The Medical Assurance
Company, Inc. pursuant to the terms and conditions of the consolidation.
The consolidation was completed on June 27, 2001. Copies of the
Consolidation Agreement and the ProAssurance Corporation Form S- 4,
Amendment No. 3 were filed as exhibits to the Form A filing dated November
10, 2000, and May 1, 2001, respectively and are incorporated herein by
reference in accordance with Section 5(a) of the Alabama Insurance
Department Regulation No. 55.
The consolidation met the test for the acquisition of control of Medical
Assurance under Section 27-29-3 of the Alabama Code because ProAssurance
acquired 100% of the stock of Medical Assurance and because the former
shareholders of Professionals Group indirectly acquired more than 5% of the
voting control of Medical Assurance through their receipt of ProAssurance
stock in the consolidation.
TMAC has its principal executive office and home office at 100 Brookwood
Place, Homewood, Alabama 35209.
Subsidiaries of Medical Assurance, Inc.
The Medical Assurance Company, Inc. On September 11, 1991, The Medical
Assurance Company, Inc. ("TMAC"), converted from a mutual insurer to a
stock insurer pursuant to its Amended and Restated Plan of Conversion and
Section 27-27-44 of the 1975 Code of Alabama (the "Conversion"). Effective
August 31, 1995, TMAC became a wholly owned subsidiary of Medical
Assurance, Inc. (formerly known as MAIC Holdings, Inc.) a Delaware
corporation ("MAI") and the shareholders of TMAC became the sole
shareholders of MAI without any material change in their proportionate
ownership of TMAC and its subsidiaries. MAI was a newly formed Delaware
holding corporation incorporated by TMAC to serve as a holding company for
TMAC and its subsidiaries pursuant to a Plan of Exchange authorized by
Sections 27-28-1 et. seq. of the Code of Alabama 1975 ("Plan of Exchange").
TMAC has its principal executive office and home office at 100 Brookwood
Place, Homewood, Alabama 35209.
Woodbrook Casualty Insurance, Inc. formerly known as Medical Assurance of
West Virginia, Inc. ("Woodbrook") an Alabama stock insurance company has
its principal executive offices at 100 Brookwood Place, Suite 300,
Birmingham, Alabama 35209. Medical Assurance, Inc., a Delaware business
corporation ("MAI"), owns 100% of the issued and outstanding shares of
Woodbrook. On March 31, 1994, TMAC acquired all of the outstanding capital
stock of Woodbrook, then known as West Virginia Hospital Insurance Company
Page 3, EXHIBIT D
and first became a member of the holding company on that date. Effective
March 31, 2005 Medical Assurance of West Virginia, Inc. redomesticated to
the state of Alabama and was renamed Woodbrook Casualty Insurance, Inc.
Subsidiaries of Professionals Group, Inc.
ProNational Insurance Company: ProNational Insurance Company, a Michigan
stock insurance corporation ("ProNational"), has its principal executive
offices at 2600 Professionals Drive, Box 150, Okemos, Michigan 48805-0150.
Professionals Group, Inc., a Michigan business corporation ("Professionals
Group"), owns 100% of the issued and outstanding shares of ProNational.
ProNational first became a member of an insurance holding company system
when it formed the PICOM Insurance Agency, Inc. in 1981.
Red Mountain Casualty Insurance Company, Inc.: Red Mountain Casualty
Insurance Company, Inc., an Alabama stock insurance corporation ("Red
Mountain"), has its principal executive offices at 100 Brookwood Place,
Homewood, Alabama 35209. ProNational owns 100% of the issued and
outstanding shares of Red Mountain, which was capitalized on December 5,
1994, and became a member of the insurance holding company system on that
date. On September 9, 2002, Red Mountain redomesticated from Illinois to
Alabama and on September 13, 2002, it changed its name from ProNational
Casualty Company to Red Mountain Casualty Insurance Company, Inc.
American Medical Insurance Exchange: American Medical Insurance Exchange,
an inactive Indiana interinsurance reciprocal exchange ("AMIE"), has its
principal executive offices at 5975 Castle Creek Parkway, Suite 300,
Indianapolis, Indiana 46250. Professionals Group owns 100% of the issued
and outstanding shares of American Insurance Management Corporation, an
Indiana corporation ("AIMC"), which serves as the attorney-in-fact of AMIE.
AIMC was acquired by ProNational on July 1, 1996, and, accordingly, AMIE
became a member of the insurance holding company system on that date.
MEEMIC Insurance Company: MEEMIC Insurance Company, a Michigan stock
insurance corporation ("MEEMIC"), has its principal offices at 691 North
Squirrel Road, Suite 100, Auburn Hills, Michigan 48326. MEEMIC Holdings,
Inc., a Michigan business corporation ("MEEMIC Holdings"), owns 100% of the
outstanding shares of MEEMIC Insurance Company. ProNational owns 100% of
the outstanding shares of MEEMIC Holdings. MEEMIC Insurance Company first
became a member of the insurance holding company system on April 7, 1997.
Page 4, EXHIBIT D
Item 2. Organizational Chart
The identity of each member of the insurance holding company system with
respect to which this Registration Statement is filed is set forth in the
attached Exhibit A.
Item 3. The Ultimate Controlling Person
a) Name: ProAssurance Corporation
b) Home Office Address: 100 Brookwood Place, Homewood, Alabama 35209
c) Principal Executive Office Address: 100 Brookwood Place, Homewood,
Alabama 35209
d) Organizational Structure: Delaware Holding Corporation
e) Principal Business of the Person: Holding Company for Registrant.
f) Name and address of any person who holds or owns or has the right to
acquire 10% or more of any class of voting security, the class of such
security, the number of shares held of record or known to be
beneficially owned, and the percentage of class so held or owned;
There are currently no holders of 10%, nor does any person who holds
the right to acquire 10% or more of any class of ProAssurance
Corporation stock.
g) If court proceedings involving a reorganization or liquidation are
pending, for any ultimate or intermediate controlling person, indicate
the title and location of the court, the nature of proceedings and the
date when commenced.
Not applicable.
Item 4. Biographical Information
Board of Directors of ProAssurance
Set forth below are 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 has ever been convicted in a criminal proceeding (excluding minor
traffic violations) during the last 10 years.
A. DERRILL CROWE, M.D. -[address removed for privacy purposes]. Chairman
and Chief Executive Officer of ProAssurance. Member of ProAssurance board
since June, 2001.
See Dr. Crowe's biographical statement under the heading "Executive
Officers" in this Item 4.
Page 5, EXHIBIT D
VICTOR T. ADAMO, ESQ., CPCU -[address removed for privacy purposes]. Vice
Chairman and President of ProAssurance. Member of ProAssurance board since
June, 2001.
See Mr. Adamo's biographical statement under the heading "Executive
Officers" in this Item 4.
LUCIAN F. BLOODWORTH - [address removed for privacy purposes]. (Age 64)
Member of ProAssurance board since August, 2002.
Mr. Bloodworth is the Chairman of Cain Manufacturing, a Birmingham, Alabama
based firm. Mr. Bloodworth is a director of First American Bank (formerly
National Bank of Commerce of Birmingham, Alabama) and served as National
Bank of Commerce's Executive Vice President from 1983 to 1987. Mr.
Bloodworth has been a fellow of the Society of Actuaries and a member of
the American Academy of Actuaries.
PAUL R. BUTRUS - [address removed for privacy purposes]. Vice Chairman.
Member of ProAssurance board since June, 2001.
See Mr. Butrus's biographical statement under the heading "Executive
Officers" in this Item 4.
ROBERT E. FLOWERS, M.D. - [address removed for privacy purposes]3. (Age 55)
Member of ProAssurance board since June, 2001.
Dr. Flowers has served on the board of directors of Medical Assurance since
its formation on February 8, 1995 and as a director of The Medical
Assurance Company from 1985 to 2000. He practiced as a physician with
Gynecology Associates of Dothan, P.C., Dothan, Alabama, prior to his
retirement in 2001.
JOHN JAMES MCMAHON, JR. - [address removed for privacy purposes]. (Age 62)
Member of ProAssurance board since February 22, 2002.
Mr. McMahon has served as the Chairman of Ligon Industries, LLC and
Chairman of the Executive Committee of McWane, Inc. in Birmingham, Alabama
since 1999. Prior to that time, Mr. McMahon served as Chairman of the Board
of McWane, Inc. He also serves as a director of Protective Life
Corporation, Alabama National BanCorporation and John H. Harland Co., where
he is a member of its audit committee.
JOHN P. NORTH, JR. - [address removed for privacy purposes]. (Age 69)
Member of ProAssurance board since June, 2001.
Mr. North has served on the board of directors of Medical Assurance since
June of 1996. He is a certified public accountant who was a partner of the
accounting firm of Coopers & Lybrand LLP until his retirement in September
1995.
Page 6, EXHIBIT D
ANN F. PUTALLAZ, Ph.D., - [address removed for privacy purposes]. (Age 59)
Member of ProAssurance board since June, 2001.
Ms. Putallaz had served as a director of Professionals Group, Inc. since
1996 and its Vice Chairman since 1999. For the past five years, Ms.
Putallaz has been the Vice President and Director of Data Communication
Services of Munder Capital Management, an investment advisor to The Munder
Funds, an open-end investment company registered under the Investment
Company Act of 1940, as amended.
WILLIAM H. WOODHAMS, M.D., [address removed for privacy purposes]. (Age 67)
Westside Family Medical Center, P.C. Member of the Professionals Group
Board since 1996.
Dr. Woodhams had served as a director of Professionals Group (since 1996)
and its Chairman (since 1999) and a director of ProNational Insurance
Company since 1980. Dr. Woodhams is a board certified family practice
physician and has been in private practice in Kalamazoo, Michigan since
1964.
WILFRED W. YEARGAN, JR.,M.D., [address removed for privacy purposes]. (Age
65) Medical Surgical Eyecare. Member of the ProAssurance Board since May
28, 2003.
Dr. Yeargan has practiced medicine in Tuscaloosa, Alabama, specializing in
ophthalmology for over thirty years. Dr. Yeargan has participated as a
member of the underwriting and claims advisory committees of The Medical
Assurance Company, Inc. since it began operations in 1977.
EXECUTIVE OFFICERS
VICTOR T. ADAMO - [address removed for privacy purposes] - Vice Chairman of
the Board and President and of ProAssurance. (Age 56) Mr. Adamo served as a
director and President and Chief Executive Officer of Professionals Group
(since 1996), Mr. Adamo has served as a director of ProNational Insurance
Company since 1990 and its Chief Executive Officer since 1987. He has been
a director of MEEMIC Holdings, Inc. since October 1998 and is also chairman
and a director of MEEMIC Insurance Company. Prior to joining ProNational,
Mr. Adamo was in private legal practice from 1975 to 1985. Mr. Adamo also
holds positions as an officer and director of various direct and indirect
subsidiaries of ProAssurance.
A. DERRILL CROWE, M.D. - [address removed for privacy purposes] - (Age 68)
Dr. Crowe has served as a director and as Chairman of the Board and Chief
Executive Officer of ProAssurance since it began operations in June 2001.
Dr. Crowe has served as a director and Chairman, President and Chief
Executive Officer of Medical Assurance, Inc. since its organization in 1995
and as President and Chief Executive Officer and a director of The Medical
Assurance Company, Inc. (formerly Mutual Assurance, Inc.) since its first
operations in 1977. Dr. Crowe has also been Chairman and a director of
MEEMIC Holdings, Inc. and a director of MEEMIC Insurance Company since
Page 7, EXHIBIT D
2001. Dr. Crowe is the President and a director of Woodbrook and holds
positions as an officer and director of various direct and indirect
subsidiaries of ProAssurance.
PAUL R. BUTRUS - [address removed for privacy purposes] - (Age 63) Mr.
Butrus has served as a director of ProAssurance since it began operations
in June 2001 and was appointed its Vice Chairman in September 2001. Prior
to that time, Mr. Butrus was a director and Executive Vice President and
Chief Operating Officer of Medical Assurance, Inc. (since 1995). Mr. Butrus
has held various positions with TMAC since 1977. Mr. Butrus is Vice
President and a director of Woodbrook and holds positions as an officer and
director of various direct and indirect subsidiaries of ProAssurance.
HOWARD H. FRIEDMAN - [address removed for privacy purposes] - (Age 46)
Senior Vice President and Secretary. Mr. Friedman has served in a number of
positions for TMAC since 1996, most recently as Senior Vice President of
TMAC. He also serves as a director of ProNational, MEEMIC and Woodbrook and
holds positions as an officer and director of various direct and indirect
subsidiaries of ProAssurance. Mr. Friedman is an Associate of the Casualty
Actuarial Society.
JAMES J. MORELLO - [address removed for privacy purposes] - (Age 56) Chief
Accounting Officer and Treasurer. Mr. Morello was appointed as Senior Vice
President, Chief Accounting Officer and Treasurer in June 2001. Mr. Morello
has been Senior Vice President and Treasurer of Medical Assurance, Inc.
since its formation in February of 1995. Mr. Morello has been employed as
Treasurer and Chief Financial Officer of TMAC since 1984. He also serves as
Treasurer and a director of ProNational, Red Mountain and Woodbrook and
holds positions as an officer and director of various direct and indirect
subsidiaries of ProAssurance. Mr. Morello is a certified public accountant.
FRANK B. O'NEIL - [address removed for privacy purposes]- (Age 51) Senior
Vice President of Corporate Communications. Mr. O'Neil was appointed as
Senior Vice President and Investor Relations in September 2001. Mr. O'Neil
has been Senior Vice President of Corporate Communications for Medical
Assurance, Inc. since 1997 and employed by TMAC and its subsidiaries since
1987.
EDWARD L. RAND, JR. - [address removed for privacy purposes] - (Age 38)
Chief Financial Officer. Mr. Rand joined ProAssurance in November 2004. Mr.
Rand was Head of Corporate Finance at PartnerRe, Ltd. from 2001 until
September, 2004. Prior to that position, Mr. Rand was Treasurer and Chief
Financial Officer of Atlantic American Corporation from August 1997 through
2000; a company he joined after serving as Controller of United Capitol
Insurance Company. Prior to his employment in the insurance industry Mr.
Rand spent four years with Coopers and Lybrand, which is now
PriceWaterhouseCoopers. He is a certified public accountant and a graduate
of Davidson College.
Page 8, EXHIBIT D
None of these persons, to the knowledge of the Registrant, have had any
convictions of crimes other than minor traffic violations during the past ten
years. The address for all persons for the purposes of this registration
statement is the address listed in Item 4.
Item 5. Transactions and Agreements.
a) Loans, other investments, or purchases, sales or exchanges of
securities of the affiliates by the Registrant or of the Registrant by
its affiliates;
None
b) Purchase, sales or exchanges of assets;
None
c) Transactions not in the ordinary course of business;
None
d) Guarantees or undertakings for the benefit of an affiliate which
result in an actual contingent exposure of the Registrant's assets to
liability, other than insurance contracts entered into in the ordinary
course of the registrant's business;
None
e) All management agreements, service contracts and all cost-sharing
arrangements;
Expense Allocation Agreements:
------------------------------
- Professionals Group, ProNational, TMAC, Red Mountain, MAI, and
ProAssurance amended its expense allocation agreement to include Woodbrook dated
January 1, 2004, effective July 1, 2004 for distribution of certain overhead
expenses. A copy of the Expense Allocation Agreement is attached hereto as
Exhibit B.
Management Services Agreements:
-------------------------------
- TMAC and ProNational amended its Insurance Company Management Services
Agreement to share management services on insurance company operations to
include RMC effective January 1, 2003. A copy of the Insurance Company
Management Services Agreement was filed with the 2003 Form B and is incorporated
herein by reference in accordance with Section 5(a) of Regulation No. 55.
Page 9, EXHIBIT D
- TMAC has entered into an agreement, as amended, with Medical
Assurance pursuant to which TMAC has engaged Medical Assurance to
provide personnel to perform accounting, data processing, clerical,
and general administrative services for TMAC at Medical Assurance's
actual cost. The Agreement was effective January 1, 1997, and will
continue for successive terms of one year until either party
terminates the Agreement by delivery of thirty days written notice.
f) Reinsurance agreements;
- On September 30, 2003, TMAC notified Woodbrook of its intent to
terminate the reinsurance contract between the parties effective
December 31, 2003. In 2003, Woodbrook ceded premiums to TMAC in the
amount of $16,622,636, from which Woodbrook received ceding
commissions in the amount of $2,992,074.
Woodbrook has since placed its reinsurance with a non-affiliate and
the new contract was effective January 1, 2004.
- Effective November 1, 2004, The Medical Assurance Company, Inc.
and Professionals National Insurance Co., Ltd. entered into an Excess
of Loss Reinsurance Contract. The agreement is a standard form
reinsurance contract which is utilized between a segregated cell
within Professionals National Insurance Co., the offshore entity and
TMAC. The client in the segregated cell is the ultimate bearer of the
risk rather than Professionals National. The client establishes a
fully funded account using a letter of credit or other mechanism. A
copy of the Excess of Loss Reinsurance Contract is attached hereto as
Exhibit C.
- Effective January 17, 2005, (previously reported to be effective
September 1, 2004), The Medical Assurance Company, Inc. and
Professionals National Insurance Co., Ltd. entered into an Excess of
Loss Reinsurance Contract. The agreement is a standard form
reinsurance contract which is utilized between a segregated cell
within Professionals National Insurance Co., the offshore entity and
TMAC. The client in the segregated cell is the ultimate bearer of the
risk rather than Professionals National. The client establishes a
fully funded account using a letter of credit or other mechanism. A
copy of the Excess of Loss Reinsurance Contract is attached hereto as
Exhibit D.
g) Dividends and other distributions to shareholders;
None
h) Consolidated tax allocation agreements; and
Page 10, EXHIBIT D
As a part of the merger, ProAssurance restated the Tax Allocation Agreement
with Medical Assurance and its subsidiaries and Professionals Group and its
subsidiaries. A copy of the Tax Allocation Agreement was attached as an Exhibit
to the Form B dated May 9, 2002 and is incorporated herein by reference in
accordance with Section 5(a) of Regulation No. 55.
i) Any pledge of the registrant's stock and/or of the stock of any
subsidiary or controlling affiliate, for a loan made to any member of
the insurance holding company system.
None
Item 6. Litigation or Administrative Proceedings
None
Item 7. Statement Regarding Plan or Series of Transactions
Transactions entered into since the filing of the prior year's annual
registration statement are not part of a plan or series of like
transactions, the purpose of which is to avoid statutory threshold
amounts and the review that might otherwise occur.
Item 8. Financial Statements and Exhibits
(a) Audited Financial Statements of The Medical Assurance Company,
Inc. and Woodbrook Casualty Insurance, Inc. for the year ended
December 31, 2004.
(b) List of Exhibits
Exhibit A - Organizational Chart
Exhibit B - Expense Allocation Agreement Effective July 1, 2004
Exhibit C - Excess of Loss Reinsurance Contract Effective
November 1, 2004
Exhibit D - Excess of Loss Reinsurance Contract Effective January
17, 2005
Exhibit E - ProAssurance 10Q - March 31, 2004
Exhibit F - ProAssurance 10Q - June 30, 2004
Exhibit G - ProAssurance 10Q - September 30, 2004
Exhibit H - ProAssurance Corporation's 2004 Annual Report to
Shareholders
Exhibit I - ProAssurance Corporation's 2005 Proxy Statement
(Schedule 14-A) for the 2005 Annual Meeting of
Shareholders
Item 9. Form C Required
A Copy of Form C is being filed with this Form B.
Page 11, EXHIBIT D
SIGNATURE
Pursuant to the requirements of Section 27-29-4, Code of Alabama 1975 The
Medical Assurance Company, Inc. has caused this Annual Registration Statement to
be duly signed on its behalf in the City of Homewood and State of Alabama on the
27th of May 2005.
THE MEDICAL ASSURANCE COMPANY, INC.
Seal
By: /s/ Howard H. Friedman
--------------------------
Howard H. Friedman,
Senior Vice President
Attest:
/s/ Kathryn A. Neville
- ----------------------
Kathryn A. Neville, Secretary
CERTIFICATION
The undersigned deposes and says that he has duly executed the attached
registration statement dated May___, 2005 for and on behalf of The Medical
Assurance Company, Inc.; that he is a Senior Vice President of such company, and
that he has authority to execute and file such instrument. Deponent further says
that he is familiar with such instrument and that the facts therein set forth
are true to the best of his knowledge, information and belief.
/s/ Howard H. Friedman
----------------------
Howard H. Friedman,
Senior Vice President
Page 12, EXHIBIT D
*****SEE ATTACHED SUPPLEMENTAL PDF for EXHIBIT 2.5*****
Page 13, EXHIBIT D
FORM C
SUMMARY OF REGISTRATION STATEMENT
Filed with the Insurance Department of the State of
Alabama
By
The Medical Assurance Company, Inc.
On Behalf of the Following Insurance Companies
The Medical Assurance Company, Inc.
100 Brookwood Place, Homewood, Alabama 35209
and
Woodbrook Casualty Insurance, Inc.
f/k/a Medical Assurance of West Virginia, Inc.
100 Brookwood Place, Homewood, Alabama 35209
Date: May 27, 2005
Name, Title, Address and telephone number of individual to Whom
Notices and Correspondence Concerning This Statement Should be Addressed:
Kathryn A. Neville, Secretary
The Medical Assurance Company, Inc.
100 Brookwood Place, Suite 300
Homewood, Alabama 35209
(800) 282-6242
Page 14 Exhibit D
Item 1. Identity and Control of Registrant
Not applicable.
Item 2. Organizational Chart
Not applicable.
Item 3. The Ultimate Controlling Person
Not applicable.
Item 4. Biographical Information
Effective November 8, 2004, Edward L. Rand, Jr. was appointed Senior Vice
President, Finance of ProAssurance Corporation. Mr. Rand was subsequently
elected as Chief Financial Officer of ProAssurance in 2005.
Item 5. Transactions and Agreements
- Woodbrook Casualty Insurance, Inc. was added to the existing Expense
Sharing Agreement.
- Effective November 1, 2004, The Medical Assurance Company, Inc. and
Professionals National Insurance Company, LTD entered an excess of loss,
segregated cell reinsurance contract.
- Effective January 17, 2005, (previously reported to be effective
September 1, 2004), The Medical Assurance Company, Inc. and Professionals
National Insurance Company, LTD entered an excess of loss, segregated cell
reinsurance contract.
Item 6. Litigation or Administrative Proceedings
Not applicable.
Item 7. Statement Regarding Plan or Series of Transactions
Transactions entered into since the filing of the prior year's annual
registration statement are not part of a plan or series of like
transactions, the purpose of which is to avoid statutory threshold amounts
and the review that might otherwise occur.
Item 8. Financial Statements and Exhibits
The annual financial statements, the 2004 Annual Report and the 2005 proxy
statement of ProAssurance Corporation have been filed as Exhibits to the
Form B. SIGNATURE
Page 15, Exhibit D
Pursuant to the requirements of Section 27-29-4, Code of Alabama 1975, The
Medical Assurance Company, Inc. has caused this Form C to be duly signed on
its behalf in the City of Homewood and State of Alabama on the 27th day of
May 2005.
The Medical Assurance Company, Inc.
By: /s/ Howard H. Friedman
--------------------------
Howard H. Friedman,
Senior Vice President
Attest:
/s/ Kathryn A. Neville
- -----------------------------
Kathryn A. Neville, Secretary
CERTIFICATION
The undersigned deposes and says that he has duly executed the
attached Form C dated May 27, 2005 for and on behalf of The Medical
Assurance Company, Inc.; that he is the Vice Chairman of such company, and
that he has authority to execute and file such instrument. Deponent further
says that he is familiar with such instrument and that the facts therein
set forth are true to the best of her knowledge, information and belief.
/s/ Howard H. Friedman
----------------------
Howard H. Friedman,
Senior Vice President
Page 16, Exhibit D
FORM B
AMENDMENT NO. 1
INSURANCE HOLDING COMPANY SYSTEM
ANNUAL REGISTRATION STATEMENT
Filed with the Insurance Department of the State of
Alabama
By
The Medical Assurance Company, Inc.
On Behalf of the Following Insurance Companies
The Medical Assurance Company, Inc.
100 Brookwood Place, Homewood, Alabama 35209
and
Woodbrook Casualty Insurance, Inc.
f/k/a Medical Assurance of West Virginia, Inc.
100 Brookwood Place, Homewood, Alabama 35209
Date: August 12, 2005
Name, Title, Address and telephone number of Individual to Whom
Notices and Correspondence Concerning This Statement Should Be Addressed:
Kathryn A. Neville, Secretary
The Medical Assurance Company, Inc.
100 Brookwood Place, Suite 300
Homewood, Alabama 35209
(800) 282-6242
Page 17, Exhibit D
This Form B Amendment No. 1 to the Insurance Holding Company System Annual
Registration Statement, reports on events occurring during 2005 through
August 12, 2005.
FORM B
Item 1. Identity and Control of Registrant
ProAssurance Corporation: ProAssurance Corporation, a Delaware
business corporation ("ProAssurance"), has its principal executive
offices at 100 Brookwood Place, Homewood, Alabama 35209. ProAssurance
owns 100% of Professionals Group, Inc., a Michigan business
corporation ("Professionals Group"), which owns 100% of the issued and
outstanding shares of ProNational Insurance Company ("ProNational"),
100% of Medical Assurance, Inc, a Delaware business corporation which
owns 100% of The Medical Assurance Company, Inc. and 100% of Woodbrook
Casualty Insurance, Inc. and 100% of NCRIC Corporation (formerly known
as NCRIC Group, Inc.), a Delaware business corporation which owns 100%
of NCRIC, Inc. (see below).
The Medical Assurance Company, Inc. On September 11, 1991, Mutual
Assurance, Inc. which changed its name to The Medical Assurance
Company, Inc. in 1999 ("TMAC"), converted from a mutual insurer to a
stock insurer pursuant to its Amended and Restated Plan of Conversion
and Section 27-27-44 of the 1975 Code of Alabama (the "Conversion").
Effective August 31, 1995, TMAC became a wholly owned subsidiary of
Medical Assurance, Inc. (formerly known as MAIC Holdings, Inc.) a
Delaware corporation ("Medical Assurance") and the shareholders of
TMAC became the sole shareholders of Medical Assurance without any
material change in their proportionate ownership of TMAC and its
subsidiaries. Medical Assurance was a newly formed Delaware holding
corporation incorporated by TMAC to serve as a holding company for
TMAC and its subsidiaries pursuant to a Plan of Exchange authorized by
Sections 27-28-1 et. seq. of the Code of Alabama 1975 ("Plan of
Exchange").
On June 22, 2000, Medical Assurance and Professionals Group, Inc.
("Professionals Group") entered into an Agreement to Consolidate (the
"Consolidation Agreement") which provided for the consolidation of
Medical Assurance and Professionals Group and their respective
subsidiaries under a newly formed holding company named ProAssurance
Corporation ("ProAssurance"). Pursuant to the Consolidation Agreement,
Medical Assurance and Professionals Group caused ProAssurance to be
formed as a Delaware corporation and caused ProAssurance to form two
wholly owned subsidiaries, MAI Acquisition Corporation I and PICM
Acquisition Corporation. The Consolidation Agreement set forth plans
for the merger of Medical Assurance and MAI Acquisition Corporation I
and for the merger of Professionals Group and PICM Acquisition
Corporation. Upon completion of the merger of Medical Assurance and
MAI Acquisition Corporation I, Medical Assurance became a wholly owned
subsidiary of ProAssurance and each share of Medical Assurance common
stock was converted into and exchanged for one share of ProAssurance
common stock with the result that all of the former Medical Assurance
shareholders became shareholders of ProAssurance Corporation. Upon
completion of the merger of Professionals Group and PICM Acquisition
Corporation, Professionals Group also became a wholly owned subsidiary
of ProAssurance and each share of Professionals Group common stock was
converted into and exchanged for, at the election of the holder,
either cash or a combination of cash and ProAssurance common stock
with the result that any Professionals Group shareholder who desired
to continue as an equity participant in the combined company would be
a shareholder of ProAssurance.
Page 18, Exhibit D
ProAssurance Corporation ("ProAssurance") filed and received approval
on December 12, 2000 of a Form A with the Alabama Commissioner of
Insurance with respect to its acquisition of control of The Medical
Assurance Company, Inc. pursuant to the terms and conditions of the
consolidation. The consolidation was completed on June 27, 2001.
Copies of the Consolidation Agreement and the ProAssurance Corporation
Form S- 4, Amendment No. 3 were filed as exhibits to the Form A filing
dated November 10, 2000, and May 1, 2001, respectively and are
incorporated herein by reference in accordance with Section 5(a) of
the Alabama Insurance Department Regulation No. 55.
The consolidation met the test for the acquisition of control of
Medical Assurance under Section 27-29-3 of the Alabama Code because
ProAssurance acquired 100% of the stock of Medical Assurance and
because the former shareholders of Professionals Group indirectly
acquired more than 5% of the voting control of Medical Assurance
through their receipt of ProAssurance stock in the consolidation.
TMAC has its principal executive office and home office at 100
Brookwood Place, Homewood, Alabama 35209.
Subsidiaries of Medical Assurance, Inc.
The Medical Assurance Company, Inc. On September 11, 1991, The Medical
Assurance Company, Inc. ("TMAC"), converted from a mutual insurer to a
stock insurer pursuant to its Amended and Restated Plan of Conversion
and Section 27-27-44 of the 1975 Code of Alabama (the "Conversion").
Effective August 31, 1995, TMAC became a wholly owned subsidiary of
Medical Assurance, Inc. (formerly known as MAIC Holdings, Inc.) a
Delaware corporation ("MAI") and the shareholders of TMAC became the
sole shareholders of MAI without any material change in their
proportionate ownership of TMAC and its subsidiaries. MAI was a newly
formed Delaware holding corporation incorporated by TMAC to serve as a
holding company for TMAC and its subsidiaries pursuant to a Plan of
Exchange authorized by Sections 27-28-1 et. seq. of the Code of
Alabama 1975 ("Plan of Exchange"). TMAC has its principal executive
office and home office at 100 Brookwood Place, Homewood, Alabama
35209.
Woodbrook Casualty Insurance, Inc. formerly known as Medical Assurance
of West Virginia, Inc. ("Woodbrook") an Alabama stock insurance
company has its principal executive offices at 100 Brookwood Place,
Suite 300, Birmingham, Alabama 35209. Medical Assurance, Inc., a
Delaware business corporation ("MAI"), owns 100% of the issued and
outstanding shares of Woodbrook. On March 31, 1994, TMAC acquired all
of the outstanding capital stock of Woodbrook, then known as West
Virginia Hospital Insurance Company and first became a member of the
holding company on that date. Effective March 31, 2005 Medical
Assurance of West Virginia, Inc. redomesticated to the state of
Alabama and was renamed Woodbrook Casualty Insurance, Inc.
Page 19, Exhibit D
Subsidiaries of Professionals Group, Inc.
ProNational Insurance Company: ProNational Insurance Company, a
Michigan stock insurance corporation ("ProNational"), has its
principal executive offices at 2600 Professionals Drive, Box 150,
Okemos, Michigan 48805-0150. Professionals Group, Inc., a Michigan
business corporation ("Professionals Group"), owns 100% of the issued
and outstanding shares of ProNational. ProNational first became a
member of an insurance holding company system when it formed the PICOM
Insurance Agency, Inc. in 1981.
Red Mountain Casualty Insurance Company, Inc.: Red Mountain Casualty
Insurance Company, Inc., an Alabama stock insurance corporation ("Red
Mountain"), has its principal executive offices at 100 Brookwood
Place, Homewood, Alabama 35209. ProNational owns 100% of the issued
and outstanding shares of Red Mountain, which was capitalized on
December 5, 1994, and became a member of the insurance holding company
system on that date. On September 9, 2002, Red Mountain redomesticated
from Illinois to Alabama and on September 13, 2002, it changed its
name from ProNational Casualty Company to Red Mountain Casualty
Insurance Company, Inc.
American Medical Insurance Exchange: American Medical Insurance
Exchange, an inactive Indiana interinsurance reciprocal exchange
("AMIE"), has its principal executive offices at 5975 Castle Creek
Parkway, Suite 300, Indianapolis, Indiana 46250. Professionals Group
owns 100% of the issued and outstanding shares of American Insurance
Management Corporation, an Indiana corporation ("AIMC"), which serves
as the attorney-in-fact of AMIE. AIMC was acquired by ProNational on
July 1, 1996, and, accordingly, AMIE became a member of the insurance
holding company system on that date.
MEEMIC Insurance Company: MEEMIC Insurance Company, a Michigan stock
insurance corporation ("MEEMIC"), has its principal offices at 691
North Squirrel Road, Suite 100, Auburn Hills, Michigan 48326. MEEMIC
Holdings, Inc., a Michigan business corporation ("MEEMIC Holdings"),
owns 100% of the outstanding shares of MEEMIC Insurance Company.
ProNational owns 100% of the outstanding shares of MEEMIC Holdings.
MEEMIC Insurance Company first became a member of the insurance
holding company system on April 7, 1997.
Subsidiaries of NCRIC Corporation
NCRIC, Inc. ("NCRIC") a District of Columbia insurance company has its
principal executive offices at 1115 30th Street, NW, Washington, DC
20007. NCRIC Corporation, a Delaware business corporation owns 100% of
the issued and outstanding shares of NCRIC. The Company became a part
of the NCRIC insurance holding company system on April 13, 1990 by
virtue of the initial purchase of all issued shares of common stock of
Commonwealth Medical Liability Insurance Company. Effective December
31, 1998, NCRIC issued common stock. On August 3, 2005, ProAssurance
Corporation acquired all shares of NCRIC through a merger with its
parent corporation, NCRIC Corporation.
Page 20, Exhibit D
Item 2. Organizational Chart
The identity of each member of the insurance holding company system
with respect to which this Registration Statement is filed is set
forth in the attached Exhibit A.
SIGNATURE
Pursuant to the requirements of Section 27-29-4, Code of Alabama 1975 The
Medical Assurance Company, Inc. has caused this Amendment No. 1 to the Annual
Registration Statement to be duly signed on its behalf in the City of Homewood
and State of Alabama on the 12th day of August 2005.
THE MEDICAL ASSURANCE COMPANY, INC.
Seal
By: /s/ Howard H. Friedman
----------------------------
Howard H. Friedman,
Senior Vice President
Attest:
/s/ Kathryn A. Neville
- -----------------------------
Kathryn A. Neville, Secretary
CERTIFICATION
The undersigned deposes and says that he has duly executed the attached
registration statement dated August12, 2005 for and on behalf of The Medical
Assurance Company, Inc.; that he is a Senior Vice President of such company, and
that he has authority to execute and file such instrument. Deponent further says
that he is familiar with such instrument and that the facts therein set forth
are true to the best of his knowledge, information and belief.
/s/ Howard H. Friedman
-------------------------
Howard H. Friedman,
Senior Vice President
Page 21, Exhibit D
FORM B
Amendment No. 2
INSURANCE HOLDING COMPANY SYSTEM
ANNUAL REGISTRATION STATEMENT
Filed with the Insurance Department of the State of
Alabama
By
The Medical Assurance Company, Inc.
On Behalf of the Following Insurance Companies
The Medical Assurance Company, Inc.
100 Brookwood Place, Homewood, Alabama 35209
and
Woodbrook Casualty Insurance, Inc.
100 Brookwood Place, Homewood, Alabama 35209
Date: January 9, 2006
Name, Title, Address and telephone number of Individual to Whom
Notices and Correspondence Concerning This Statement Should Be Addressed:
Kathryn A. Neville, Secretary
The Medical Assurance Company, Inc.
100 Brookwood Place, Suite 300
Homewood, Alabama 35209
(800) 282-6242
Page 22, Exhibit D
This Form B Amendment No. 2 to the Insurance Holding Company System Annual
Registration Statement, reports on events occurring during from August 12,
2005 through January 6, 2006.
1.1 FORM B
Amendment No. 2
Item 1. Identity and Control of Registrant
ProAssurance Corporation: ProAssurance Corporation, a Delaware business
corporation ("ProAssurance"), has its principal executive offices at 100
Brookwood Place, Homewood, Alabama 35209. ProAssurance owns 100% of
Professionals Group, Inc., a Michigan business corporation ("Professionals
Group"), which owns 100% of the issued and outstanding shares of
ProNational Insurance Company ("ProNational"), 100% of Medical Assurance,
Inc, a Delaware business corporation and 100% of NCRIC Corporation
(formerly known as NCRIC Group, Inc.), a Delaware business corporation
which owns 100% of NCRIC, Inc. (see below).
Subsidiaries of Medical Assurance, Inc.
The Medical Assurance Company, Inc. On September 11, 1991, The Medical
Assurance Company, Inc. ("TMAC") converted from a mutual insurer to a stock
insurer pursuant to its Amended and Restated Plan of Conversion and Section
27-27-44 of the 1975 Code of Alabama (the "Conversion"). Effective August
31, 1995, TMAC became a wholly owned subsidiary of Medical Assurance, Inc.
(formerly known as MAIC Holdings, Inc.) a Delaware corporation ("MAI") and
the shareholders of TMAC became the sole shareholders of MAI without any
material change in their proportionate ownership of TMAC and its
subsidiaries. MAI was a newly formed Delaware holding corporation
incorporated by TMAC to serve as a holding company for TMAC and its
subsidiaries pursuant to a Plan of Exchange authorized by Sections 27-28-1
et. seq. of the Code of Alabama 1975 ("Plan of Exchange"). TMAC has its
principal executive office and home office at 100 Brookwood Place,
Homewood, Alabama 35209.
Woodbrook Casualty Insurance, Inc. formerly known as Medical Assurance of
West Virginia, Inc. ("Woodbrook") an Alabama stock insurance company has
its principal executive offices at 100 Brookwood Place, Suite 300,
Birmingham, Alabama 35209. Medical Assurance, Inc., a Delaware business
corporation ("MAI"), owns 100% of the issued and outstanding shares of
Woodbrook. On March 31, 1994, TMAC acquired all of the outstanding capital
stock of Woodbrook, then known as West Virginia Hospital Insurance Company
and first became a member of the holding company on that date. Effective
March 31, 2005 the company redomesticated to the state of Alabama and was
renamed Woodbrook Casualty Insurance, Inc.
Page 23, Exhibit D
Subsidiaries of Professionals Group, Inc.
ProNational Insurance Company: ProNational Insurance Company, a Michigan
stock insurance corporation ("ProNational"), has its principal executive
offices at 2600 Professionals Drive, Box 150, Okemos, Michigan 48805-0150.
Professionals Group, Inc., a Michigan business corporation ("Professionals
Group"), owns 100% of the issued and outstanding shares of ProNational.
ProNational first became a member of an insurance holding company system
when it formed the PICOM Insurance Agency, Inc. in 1981.
Red Mountain Casualty Insurance Company, Inc. f/k/a ProNational Casualty
Company: Red Mountain Casualty Insurance Company, Inc., an Alabama stock
insurance corporation ("Red Mountain"), has its principal executive offices
at 100 Brookwood Place, Homewood, Alabama 35209. ProNational owns 100% of
the issued and outstanding shares of Red Mountain, which was capitalized on
December 5, 1994, and became a member of the insurance holding company
system on that date. On September 9, 2002, Red Mountain redomesticated from
Illinois to Alabama and on September 13, 2002, it changed its name from
ProNational Casualty Company to Red Mountain Casualty Insurance Company,
Inc.
American Medical Insurance Exchange: American Medical Insurance Exchange,
an inactive Indiana interinsurance reciprocal exchange ("AMIE"), has its
principal executive offices at 5975 Castle Creek Parkway, Suite 300,
Indianapolis, Indiana 46250. Professionals Group owns 100% of the issued
and outstanding shares of American Insurance Management Corporation, an
Indiana corporation ("AIMC"), which serves as the attorney-in-fact of AMIE.
AIMC was acquired by ProNational on July 1, 1996, and, accordingly, AMIE
became a member of the insurance holding company system on that date.
Former Subsidiary of Professionals Group, Inc.:
MEEMIC Insurance Company: MEEMIC Insurance Company, a Michigan stock
insurance corporation ("MEEMIC"), has its principal offices at 691 North
Squirrel Road, Suite 100, Auburn Hills, Michigan 48326. MEEMIC Holdings,
Inc., a Michigan business corporation ("MEEMIC Holdings"), owns 100% of the
outstanding shares of MEEMIC Insurance Company. ProNational owns 100% of
the outstanding shares of MEEMIC Holdings. MEEMIC Insurance Company first
became a member of the insurance holding company system on April 7, 1997.
Effective January 1, 2006, MEEMIC was sold to Motors Insurance Corporation
and is no longer a member of the ProAssurance Holding Company Group.
Subsidiaries of NCRIC Corporation
NCRIC, Inc. ("NCRIC") a District of Columbia insurance company has its
principal executive offices at 1115 30th Street, NW, Washington, DC 20007.
NCRIC Corporation, a Delaware business corporation owns 100% of the issued
and outstanding shares of NCRIC. The Company became a part of the NCRIC
insurance holding company system on April 13, 1990 by virtue of the initial
purchase of all issued shares of common stock of Commonwealth Medical
Liability Insurance Company. Effective December 31, 1998, NCRIC issued
common stock. On August 3, 2005, ProAssurance Corporation acquired all
shares of NCRIC through a merger with its parent corporation, NCRIC
Corporation.
Page 24, Exhibit D
Item 2. Organizational Chart
The identity of each member of the insurance holding company system with
respect to which this Registration Statement is filed is set forth in the
attached Exhibit A.
Item 4. Biographical Information
Board of Directors of ProAssurance
Set forth below are 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 has ever been convicted in a criminal proceeding (excluding minor
traffic violations) during the last 10 years.
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 ProAssurace, 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 B.
None of these persons, to the knowledge of the Registrant, have had any
convictions of crimes other than minor traffic violations during the past ten
years. The address for all persons for the purposes of this registration
statement is the address listed in Item 3.
Item 5. Transactions and Agreements.
a) Loans, other investments, or purchases, sales or exchanges of
securities of the affiliates by the Registrant or of the Registrant by
its affiliates;
None
b) Purchase, sales or exchanges of assets;
Page 25, Exhibit D
On December 12, 2005, NCRIC Physicians Organization, Inc. was sold by
ConsiCare, Inc. to NCRIC Corporation in anticipation of the sale of
ConsiCare, Inc.
Effective December 31, 2005, ConsiCare, Inc. and HCI Ventures, LLC were
sold to a non-affiliated party and are no longer part of the ProAssurance
Holding Company.
Effective January 1, 2006, MEEMIC Insurance Company and MEEMIC Insurance
Services Corporation were sold to Motors Insurance Corporation pursuant to
the Form A filed on November 10, 2005 and subsequently approved by the
Michigan Office of Financial and Insurance Services by Motors Insurance.
d) Guarantees or undertakings for the benefit of an affiliate which
result in an actual contingent exposure of the Registrant's assets to
liability, other than insurance contracts entered into in the ordinary
course of the registrant's business;
None
e) All management agreements, service contracts and all cost-sharing
arrangements;
TMAC amended its current Expense Sharing Agreement and Management
Services Agreement with ProAssurance, Professionals Group, Medical
Assurance, Inc., ProNational Insurance Company, Red Mountain Casualty
Insurance Company, Inc. and Woodbrook Casualty Insurance, Inc. to
include NCRIC, Inc. effective January 1, 2006. Copies of the amended
agreements were provided in a Form D dated September 8, 2005 filed
with the Alabama Insurance Commissioner.
g) Dividends and other distributions to shareholders; None
h) Consolidated tax allocation agreements; and
ProAssurance restated the Tax Allocation Agreement with Professionals
Group and its subsidiaries and Medical Assurance and its subsidiaries.
A copy of the Tax Allocation Agreement was filed with the 2002 Form B
and is incorporated herein by reference. Effective September 1, 2005,
as a result of its merger with NCRIC Corporation, ProAssurance and its
direct and indirect subsidiaries amended its Tax Allocation Agreement
to include NCRIC Corporation and its direct and indirect subsidiaries.
A copy of the amended Agreement was filed with a Form D dated
September 8, 2005.
Page 26, Exhibit D
MEEMIC Insurance Company and MEEMIC Insurance Services Corporation are
no longer parties to the above referenced agreement as a result of the
sale of these companies effective January 1, 2006.
i) Any pledge of the registrant's stock and/or of the stock of any
subsidiary or controlling affiliate, for a loan made to any member of
the insurance holding company system.
None
Item 9. Form C Required
A Copy of Form C is being filed with this Form B Amendment No. 2.
SIGNATURE
Pursuant to the requirements of Section 27-29-4, Code of Alabama 1975 The
Medical Assurance Company, Inc. has caused this Amendment No. 2 to the Annual
Registration Statement to be duly signed on its behalf in the City of Homewood
and State of Alabama on the 9th day of January 2006.
THE MEDICAL ASSURANCE COMPANY, INC.
Seal
By: /s/ Howard H. Friedman
-----------------------------------
Howard H. Friedman, President
Attest:
/s/ Kathryn A. Neville
- -----------------------------
Kathryn A. Neville, Secretary
CERTIFICATION
The undersigned deposes and says that he has duly executed the attached
registration statement dated January 9, 2006 for and on behalf of The Medical
Assurance Company, Inc.; that he is the President of such company, and that he
has authority to execute and file such instrument. Deponent further says that he
is familiar with such instrument and that the facts therein set forth are true
to the best of his knowledge, information and belief.
/s/ Howard H. Friedman
-----------------------------
Howard H. Friedman, President
Page 27, Exhibit D
FORM C
SUMMARY OF REGISTRATION STATEMENT
Filed with the Insurance Department of the State of
Alabama
By
The Medical Assurance Company, Inc.
On Behalf of the Following Insurance Companies
The Medical Assurance Company, Inc.
100 Brookwood Place, Homewood, Alabama 35209
and
Woodbrook Casualty Insurance, Inc.
100 Brookwood Place, Homewood, Alabama 35209
Date: January 9, 2005
Name, Title, Address and telephone number of individual to Whom
Notices and Correspondence Concerning This Statement Should be Addressed:
Kathryn A. Neville, Secretary
The Medical Assurance Company, Inc.
100 Brookwood Place, Suite 300
Birmingham, Alabama 35209
(800) 282-6242
Page 28, Exhibit D
Item 1. Identity and Control of Registrant
Not applicable.
Item 2. Organizational Chart
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. The Ultimate Controlling Person
Not applicable.
Item 4. Biographical Information
Effective January 1, 2006, Jeffrey P. Lisenby replaced Howard H.
Friedman as Secretary of ProAssurance Corporation. Mr. Lisenby has
served as an officer of several direct and indirect subsidiaries of
ProAssurance prior to January 1, 2006.
Item 5. Transactions and Agreements
ProAssurance amended its Tax Allocation Agreement to include NCRIC,
Inc. effective September 1, 2005. A Form D dated September 8, 2005 was
filed with the Michigan, Indiana and Alabama Insurance Commissioners.
Effective January 1, 2006, MEEMIC Insurance Company and MEEMIC
Insurance Services Corporation are no longer parties to the Tax
Allocation Agreement by virtue of the sale of those companies.
TMAC amended its current Expense Sharing Agreement and Management
Services Agreements with ProAssurance, Professionals Group, Medical
Assurance, Inc., ProNational Insurance Company, Red Mountain Casualty
Insurance Company, Inc. and Woodbrook Casualty Insurance, Inc. to
include NCRIC, Inc. effective January 1, 2006. A Form D dated
September 8, 2005 was filed with the Alabama Insurance Commissioner.
Page 29, Exhibit D
Item 6. Litigation or Administrative Proceedings
Not applicable.
Item 7. Statement Regarding Plan or Series of Transactions
Transactions entered into since the filing of the prior year's annual
registration statement are not part of a plan or series of like
transactions, the purpose of which is to avoid statutory threshold
amounts and the review that might otherwise occur.
Item 8. Financial Statements and Exhibits
Exhibit A Organizational Chart
Exhibit B Biographical Affidavit for Jeffrey P. Lisenby
Page 30, Exhibit D