Exhibit 2.6 / Exhibit E, Form B filed by ProNational Insurance Company.
FORM B
INSURANCE HOLDING COMPANY SYSTEM
ANNUAL REGISTRATION STATEMENT
Filed with the Insurance Department of the States of
Michigan, Alabama and Indiana
By
ProNational Insurance Company
On Behalf of the Following Insurance Companies
ProNational Insurance Company
2600 Professionals Drive, Box 150, Okemos, MI 48805-0150
and
Red Mountain Casualty Insurance Company, Inc.
100 Brookwood Place, Homewood, Alabama 35209
and
American Medical Insurance Exchange
5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250
and
MEEMIC Insurance Company
691 North Squirrel Road, Suite 100
Auburn Hills, Michigan 48326
Date: April 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
ProNational Insurance Company
100 Brookwood Place, Suite 300
Homewood, Alabama 35209
(800) 282-6242
Page 1 Exhibit E
This Form B Insurance Holding Company System Annual Registration Statement,
reports on events occurring during 2004.
1.2 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.
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.
Page 2, Exhibit E
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 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.
Medical Assurance of West Virginia, Inc. ("MAWV") a West Virginia
stock insurance company has its principal executive offices at 107
Capitol Street, Suite 200, Charleston, West Virginia 25301. Medical
Assurance, Inc., a Delaware business corporation ("MAI"), owns 100% of
the issued and outstanding shares of MAWV. On March 31, 1994, TMAC
acquired all of the outstanding capital stock of MAWV, then known as
West Virginia Hospital Insurance Company and first became a member of
the holding company on that date. Effective March 31, 2005 MAWV
redomesticated to the state of Alabama and was renamed Woodbrook
Casualty Insurance, Inc.
Item 2. Organizational Chart
Please refer to Exhibit A
Page 3, Exhibit E
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 hold 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 3.
VICTOR T. ADAMO, ESQ., CPCU -[address removed for privacy purposes].
Vice Chairman and President of ProAssurance. Member of ProAssurance
board since June, 2001.
Page 4, Exhibit E
See Mr. Adamo's biographical statement under the heading "Executive
Officers" in this Item 3.
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 3.
ROBERT E. FLOWERS, M.D. - [address removed for privacy purposes] (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 5, EXHIBIT E
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 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.
Page 6, Exhibit E
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 7, Exhibit E
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;
MEEMIC Insurance Services Corporation has an $8 million loan from
MEEMIC, with an annual interest rate of 6% and monthly interest and
principal payments of $73,978 through December 31, 2012.
c) Purchase, sales or exchanges of assets;
See 5. a) above.
c) Transactions not in the ordinary course of business;
See 5. a) above.
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:
- ProNational and Physicians Protective Plan, Inc., a Florida
business corporation, entered into an expense allocation agreement
effective January 1, 1999 for distribution of certain overhead
expenses. A copy of the Expense Allocation Agreement was filed as an
Exhibit to the 1999 Form B and is incorporated herein by reference.
Page 8, Exhibit E
- ProNational and MEEMIC entered into an expense allocation
agreement effective July 1, 1999, to allocate certain expenses for
purposes of statutory and financial reporting. A copy of the Expense
Allocation Agreement was filed as an Exhibit to the 2000 Form B and is
incorporated herein by reference.
- Professionals Group, ProNational, TMAC, RMC, MAI, and
ProAssurance amended its expense allocation agreement to include
Medical Assurance of West Virginia, Inc. dated January 1 2004 and
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:
ProNational, and TMAC amended its Insurance Company Management
Services Agreement to share management services on insurance company
operations, to include Red Mountain effective January 1, 2003. A copy
of the Insurance Company Management Services Agreement was filed as an
Exhibit to the 2003 Form B and is incorporated herein by reference.
f) Reinsurance agreements;
- Effective September 1, 2004, ProNational and Red Mountain
amended and replaced its Quota Share Reinsurance Contract on file with
the states of Michigan and Alabama previously effective October 1,
2002. A copy of Quota share Reinsurance Contract is attached hereto as
Exhibit C.
- Effective August 7, 2003, ProNational Insurance Company and
Professionals National Insurance Co., Ltd. entered into a Quota Share
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
ProNational. 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 Quota Share Reinsurance Contract is attached as Exhibit D.
- Effective January 1, 2003, MEEMIC and ProNational commuted
their Quota Share Reinsurance Contract which was terminated on July 1,
1999. A copy of the Commutation Agreement was filed as an Exhibit to
the 2003 Form B and is incorporated herein by reference.
Page 9, Exhibit E
- Effective December 31, 1997, ProNational assumed all of the
existing in force policies and existing insurance liabilities of
ProNational Casualty pursuant to an Assumption Reinsurance Agreement.
A copy of the Assumption Reinsurance Agreement was filed as an exhibit
to the 1998 Form B filing and is incorporated herein by reference.
- Effective December 31, 1996, PICOM assumed all of the existing
in force policies and existing insurance liabilities of AMIE pursuant
to an Assumption Reinsurance Agreement. A copy of the Assumption
Reinsurance Agreement was filed as an exhibit to the 1997 Form B
filing and is incorporated herein by reference.
- Effective January 1, 1997, ProNational and AMIE entered into a
Quota Share Reinsurance Contract pursuant to which ProNational has
reinsured 90% of any insurance liabilities written by AMIE. A copy of
the Quota Share Reinsurance Contract was filed as an exhibit to the
1997 Form B filing and is incorporated herein by reference.
g) Dividends and other distributions to shareholders;
ProNational declared a cash dividend in the amount of Eighteen Million
Dollars ($18,000,000.00) to its parent company, Professionals Group,
Inc. on November 12, 2004. This dividend was an ordinary dividend in
accordance with the Michigan Insurance Code.
Red Mountain Casualty Insurance Company, Inc. declared a cash dividend
in the amount of One Million Five Hundred Thousand Dollars
($1,500,000.00) to its parent company ProNational Insurance Company on
April 7, 2004. This dividend was an ordinary dividend in accordance
with the Alabama Insurance Code.
h) Consolidated tax allocation agreements; and
As a part of the merger, 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.
ProNational, MEEMIC and MEEMIC Holdings have entered into a Tax
Allocation Agreement dated September 15, 2000. A copy of the Tax
Allocation Agreement was filed as an Exhibit to the 2001 Form B and is
incorporated herein by reference.
Page 10, Exhibit E
MEEMIC and MEEMIC Holdings have a Tax Allocation Agreement dated
December 6, 1999. A copy of the Tax Allocation Agreement was filed as
an Exhibit to the 2000 Form B and is incorporated herein by reference.
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) The Financial Statements and exhibits referred to in this item are
attached to this Form B as exhibits.
(b) & (c) ProAssurance Corporation is listed on the New York Stock
Exchange and filed periodic reports with the Securities and Exchange
Commission. For 2004 ProAssurance Corporation filed the following
periodic reports which are included as Exhibits to this Form B.
Quarterly Reports for ProAssurance:
Form 10-Q for the period ending March 31, 2004. Attached as Exhibit E.
Form 10-Q for the period ending June 30, 2004. Attached as Exhibit F.
Form 10-Q for the period ending September 30, 2004. Attached as Exhibit G.
Intermittent Reports for ProAssurance Corporation are available at
www.proassurance.com
Page 11, Exhibit E
Annual Reports for ProAssurance:
Form 10-K for the year ending December 31, 2004, which includes the
annual financial statements of ProAssurance, including the
certification of Ernst & Young LLP independent public accountant, to
the effect that the statements present fairly the financial position
of ProAssurance and the results of operations for 2004 in conformity
with accounting principles generally accepted in the United States of
America.
(d) Not Applicable.
(e) Not Applicable.
(f) ProAssurance Corporation 2005 Proxy Statement (Schedule 14-A) for the
2005 Annual Meeting of Shareholders. Attached as Exhibit H.
(g) ProAssurance Corporation's 2004 Annual Report to Shareholders.
Attached as Exhibit I.
Item 9. Form C Required
A Copy of Form C is being filed with this Form B.
SIGNATURE
Pursuant to the requirements of Section 1325 of the Act, Registrant has
caused this Form B to be duly signed on its behalf in Birmingham, Alabama on the
27th day of April, 2005.
PRONATIONAL INSURANCE COMPANY
Seal
By: /s/ Victor T. Adamo
--------------------------------
Victor T. Adamo, 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 April 27, 2005 for and on behalf of ProNational
Insurance Company; 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/ Victor T. Adamo
--------------------------
Victor T. Adamo, President
Page 12, Exhibit E
APPENDIX
Exhibit A Organizational Chart
Exhibit B Expense Allocation Agreement dated January 1, 2004
Exhibit C Quota Share Reinsurance Agreement effective September 1, 2004
Exhibit D Quota Share Reinsurance Agreement effective August 7, 2003
Exhibit E ProAssurance 10-Q - March 31, 2004
Exhibit F ProAssurance 10-Q - June 30, 2004
Exhibit G ProAssurance 10-Q - September 30, 2004
Exhibit H ProAssurance Form 14-A (Proxy Statement) 2005
Exhibit I ProAssurance 2004 Annual Report to Shareholders
Page 13, Exhibit E
*****SEE ATTACHED SUPPLEMENTAL PDF for EXHIBIT 2.5*****
Page 14, Exhibit E
FORM C
SUMMARY OF REGISTRATION STATEMENT
Filed with the Insurance Department of the States of
Michigan, Alabama and Indiana
By
ProNational Insurance Company
On Behalf of the Following Insurance Companies
ProNational Insurance Company
2600 Professionals Drive, Box 150, Okemos, MI 48805-0150
and
Red Mountain Casualty Insurance Company, Inc.
100 Brookwood Place, Homewood, Alabama 35209
and
American Medical Insurance Exchange
5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250
and
MEEMIC Insurance Company
691 North Squirrel Road, Suite 100, Auburn Hills, Michigan 48326
Date: April 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
ProNational Insurance Company
100 Brookwood Place, Suite 500
Birmingham, Alabama 35209
(800) 282-6242
Page 15, Exhibit E
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 been appointed Senior
Vice President, Finance of ProAssurance Corporation. Mr. Rand was subsequently
elected as Chief Financial Officer of ProAssurance in 2005.
ARTICLE 2
Item 5. Transactions and Agreements
ProNational amended its current Expense Sharing Agreement with
ProAssurance, Professionals Group, Medical Assurance, Inc., The
Medical Assurance Company, Inc. and Red Mountain Casualty Insurance
Company, Inc. to include Medical Assurance of West Virginia, Inc.
effective July 1, 2004.
Effective September 1, 2004, ProNational and Red Mountain amended and
replaced its Quota Share Reinsurance Contract on file with the states
of Michigan and Alabama previously effective October 1, 2002.
ProNational and Professionals National Insurance Company entered into
a reinsurance agreement filed with the Michigan Insurance Commission
on April 15, 2004.
ProNational declared a cash dividend in the amount of Eighteen Million
Dollars ($18,000,000.00) to its parent company, Professionals Group,
Inc. on November 12, 2004. The dividend was funded on November 29,
2004.
Red Mountain Casualty Insurance Company, Inc. declared a cash dividend
in the amount of One Million Five Hundred Thousand Dollars
($1,500,000.00) to its parent company ProNational Insurance Company on
April 7, 2004. The dividend was funded on April 19, 2004.
Item 6. Litigation or Administrative Proceedings
Not applicable.
Page 16, Exhibit E
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 periodic financial statements, 2004 Annual Reports and the 2005
proxy statement of ProAssurance Corporation have been filed as
Exhibits to the Form B.
2.1 SIGNATURE
Pursuant to the requirements of Section 1325 of the Act, Registrant
has caused this registration statement to be duly signed on its behalf
in Birmingham, Alabama on the 27th of April, 2005.
PRONATIONAL INSURANCE COMPANY
Seal
By: /s/ Victor T. Adamo
-----------------------------
Victor T. Adamo, 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 April 27, 2005, for and on behalf of ProNational
Insurance Company; 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 her knowledge, information and belief.
/s/ Victor T. Adamo
--------------------------
Victor T. Adamo, President
Page 17, Exhibit E
FORM B
Amendment No. 1
INSURANCE HOLDING COMPANY SYSTEM
ANNUAL REGISTRATION STATEMENT
Filed with the Insurance Department of the States of
Michigan, Alabama and Indiana
By
ProNational Insurance Company
On Behalf of the Following Insurance Companies
ProNational Insurance Company
2600 Professionals Drive, Box 150, Okemos, MI 48805-0150
and
Red Mountain Casualty Insurance Company, Inc.
100 Brookwood Place, Homewood, Alabama 35209
and
American Medical Insurance Exchange
5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250
and
MEEMIC Insurance Company
691 North Squirrel Road, Suite 100
Auburn Hills, Michigan 48326
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
ProNational Insurance Company
100 Brookwood Place, Suite 300
Homewood, Alabama 35209
(800) 282-6242
Page 18, Exhibit E
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.
2.2 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 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 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.
Page 19 Exhibit E
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 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.
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 E
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 1325 of the Act, Registrant has
caused this Form B Amendment No. 1 to be duly signed on its behalf in
Birmingham, Alabama on the 12th day of August, 2005.
PRONATIONAL INSURANCE COMPANY
Seal
By: /s/ Victor T. Adamo
--------------------------------
Victor T. Adamo, 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 August 12, 2005 for and on behalf of ProNational
Insurance Company; 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/ Victor T. Adamo
--------------------------
Victor T. Adamo, President
Page 21, Exhibit E
FORM B
Amendment No. 2
INSURANCE HOLDING COMPANY SYSTEM
ANNUAL REGISTRATION STATEMENT
Filed with the Insurance Department of the States of
Michigan, Alabama and Indiana
By
ProNational Insurance Company
On Behalf of the Following Insurance Companies
ProNational Insurance Company
2600 Professionals Drive, Box 150, Okemos, MI 48805-0150
and
Red Mountain Casualty Insurance Company, Inc.
100 Brookwood Place, Homewood, Alabama 35209
and
American Medical Insurance Exchange
5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250
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
ProNational Insurance Company
100 Brookwood Place, Suite 300
Homewood, Alabama 35209
(800) 282-6242
Page 22, Exhibit E
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.
2.3 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 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.
Page 23, Exhibit E
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 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.
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 E
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;
MEEMIC Insurance Services Corporation has an $8 million loan from
MEEMIC, with an annual interest rate of 6% and monthly interest and
principal payments of $73,978 through December 31, 2012. Both MEEMIC
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.
Page 25, Exhibit E
d) Purchase, sales or exchanges of assets;
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;
Expense Allocation Agreements:
ProNational and MEEMIC entered into an expense allocation agreement
effective July 1, 1999, to allocate certain expenses for purposes of
statutory and financial reporting. A copy of the Expense Allocation
Agreement was filed as an Exhibit to the 2000 Form B and is
incorporated herein by reference. This agreement was terminated
effective January 1, 2006 in conjunction with the sale of MEEMIC
Insurance Company to Motors Insurance Corporation.
ProNational amended its current Expense Sharing Agreement with
ProAssurance, Professionals Group, Medical Assurance, Inc., The
Medical Assurance Company, Inc., Red Mountain Casualty Insurance
Company, Inc. and Woodbrook Casualty Insurance, Inc. to include NCRIC,
Inc. effective January 1, 2006. A copy of the amended agreement was
filed on a Form D dated September 8, 2005 with the Michigan, Indiana,
District of Columbia and Alabama Insurance Commissioners.
Management Services Agreements:
Effective January 1, 2003, MEEMIC and ProNational commuted their Quota
Share Reinsurance Contract which was terminated on July 1, 1999. A
copy of the Commutation Agreement was filed as an Exhibit to the 2003
Form B and is incorporated herein by reference. This reference will no
longer be included in subsequent Form B filings as MEEMIC is no longer
a party to the ProAssurance Holding Company.
Page 26, Exhibit E
ProNational amended its current Management Services Agreement with
ProAssurance, Professionals Group, Medical Assurance, Inc., The
Medical Assurance Company, Inc., Red Mountain Casualty Insurance
Company, Inc. and Woodbrook Casualty Insurance, Inc. to include NCRIC,
Inc. effective January 1, 2006. A copy of the amended agreement was
filed on a Form D dated September 8, 2005 with the Michigan, Indiana,
District of Columbia and Alabama Insurance Commissioners.
g) Dividends and other distributions to shareholders;
MEEMIC Insurance Company declared cash dividends in the amounts of
Fifteen Million Dollars ($15,000,000) and Eight Million, Nine Hundred
Ninety Six Thousand, Five Hundred Seventy Eight Dollars ($8,996,578)
to its parent company, MEEMIC Holdings, Inc. (now known as MEMH
Holdings, Inc.) on April 1, 2005 and December 14, 2005, respectively.
These dividends were ordinary dividends in accordance with the
Michigan Insurance Code.
In addition, MEEMIC Insurance Company declared an extraordinary
dividend to its parent in the amount of Twenty Nine Million, Nine
Hundred Three Thousand, Four Hundred Twenty Two Dollars (29,903,422)
on December 14, 2004.
MEEMIC Insurance Services declared a cash dividend of Nine Million,
One Hundred Thousand Dollars ($9,100,000) to its parent company MEEMIC
Holdings, Inc. (now known as MEMH Holdings, Inc.) on December 14,
2005.
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 part of the 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 on a Form D dated September
8, 2005.
Page 27, Exhibit E
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.
Page 28, Exhibit E
SIGNATURE
Pursuant to the requirements of Section 1325 of the Act, Registrant has caused
this Form B Amendment No. 2 to be duly signed on its behalf in Birmingham,
Alabama on the 9th day of January, 2006.
PRONATIONAL INSURANCE COMPANY
Seal
By: /s/ Darryl K. Thomas
---------------------------------
Darryl K. Thomas, 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 ProNational
Insurance Company; 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/ Darryl K. Thomas
---------------------------
Darryl K. Thomas, President
Page 29, Exhibit E
FORM C
SUMMARY OF REGISTRATION STATEMENT
Filed with the Insurance Department of the States of
Michigan, Alabama and Indiana
By
ProNational Insurance Company
On Behalf of the Following Insurance Companies
ProNational Insurance Company
2600 Professionals Drive, Box 150, Okemos, MI 48805-0150
and
Red Mountain Casualty Insurance Company, Inc.
100 Brookwood Place, Homewood, Alabama 35209
and
American Medical Insurance Exchange
5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250
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
ProNational Insurance Company
100 Brookwood Place, Suite 300
Birmingham, Alabama 35209
(800) 282-6242
Page 30, Exhibit E
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 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, District of Columbia 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.
ProNational amended its current Expense Sharing Agreement and
Management Services Agreement with ProAssurance, Professionals Group,
Medical Assurance, Inc., The Medical Assurance Company, Inc., 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 Michigan, Indiana,
District of Columbia and Alabama Insurance Commissioners.
Item 8. Financial Statements and Exhibits
Exhibit A Organizational Chart
Exhibit B Biographical Affidavit for Jeffrey P. Lisenby
Page 31, Exhibit E
SIGNATURE
Pursuant to the requirements of Section 1325 of the Act, Registrant has caused
this registration statement to be duly signed on its behalf in Birmingham,
Alabama on the 9th of January, 2006.
ProNational Insurance Company
By: /s/ Darryl K. Thomas
---------------------------
Darryl K. Thomas, President
Attest:
/s/ Kathryn A. Neville
- -----------------------------
Kathryn A. Neville, Secretary
Page 32, Exhibit E
CERTIFICATION
The undersigned deposes and says that he has duly executed the attached
registration statement dated January 9, 2006, for and on behalf of ProNational
Insurance Company; 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 her knowledge, information and belief.
/s/ Darryl K. Thomas
---------------------------
Darryl K. Thomas, President
Page 33, Exhibit E