SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2006
ProAssurance Corporation
(Exact name of registrant as specified in its charter)
Delaware 001-16533 63-1261433
(State of Incorporation) (Commission File No.) (IRS Employer I.D. No.)
100 Brookwood Place, Birmingham, Alabama 35209
(Address of Principal Executive Office) (Zip code)
Registrant's telephone number, including area code: (205) 877-4400
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|X| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Securities Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange
Act (17CFR 240.13e-(c))
Item 8.01 Other Events
We are furnishing an Agent Advisory issued by Physicians Insurance Company of
Wisconsin, Inc. dated June 15, 2006, included as Exhibit 99.1.
The Agent Advisory contains references to a proposed transaction in which the
shares of common stock of Physicians Insurance Company of Wisconsin, Inc. will
be converted into and exchanged for shares of common stock of ProAssurance
Corporation. ProAssurance Corporation has filed a registration statement with
the Securities and Exchange Commission to register the shares to be issued in
the transaction. Investors are encouraged to read the registration statement
because it contains important information. Investors can obtain information
about ProAssurance from the reports filed by ProAssurance with the SEC at the
SEC's website at www.sec.gov. Copies of ProAssurance's recent SEC reports are
also posted on ProAssurance's website at www.proassurance.com.
Regulation FD Disclosure Caution Regarding Forward-Looking Statements
This report and exhibit contain historical information as well as
forward-looking statements that are based upon our estimates and anticipation of
future events that are subject to certain risks and uncertainties that could
cause actual results to vary materially from the expected results described in
the forward-looking statements. The words "anticipate," "believe," "estimate,"
"expect," "hopeful," "intend," "may," "optimistic," "preliminary," "project,"
"should," "will," and similar expressions are intended to identify these
forward-looking statements. There are numerous important factors that could
cause our actual results to differ materially from those in the forward-looking
statements. Thus, sentences and phrases that we use to convey our view of future
events and trends are expressly designated as Forward-Looking Statements as are
sections of this news release clearly identified as giving our outlook on future
business. The principal risk factors that may cause actual results to differ
materially from those expressed in the forward-looking statements are described
in various documents we file with the Securities and Exchange Commission,
including Amendment No. 1 to Form S-4 filed June 2, 2006 and declared effective
on June 6, 2006, Form 10-K for the most current year ended December 31, and Form
10-Q for the most recent quarter.
These forward-looking statements are subject to significant risks,
assumptions and uncertainties, including, among other things, the following
important factors that could affect the actual outcome of future events:
o General economic conditions, either nationally or in our market area,
that are worse than expected;
o regulatory and legislative actions or decisions that adversely affect
our business plans or operations;
o price competition;
o inflation and changes in the interest rate environment the performance
of financial markets and/or changes in the securities markets that
adversely affect the fair value of our investments or operations;
o changes in laws or government regulations affecting medical
professional liability insurance;
o changes to our ratings assigned by rating agencies;
o the effects of managed healthcare;
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o uncertainties inherent in the estimate of loss and loss adjustment
expense reserves and reinsurance; and changes in the availability,
cost, quality, or collectibility of reinsurance;
o significantly increased competition among insurance providers and
related pricing weaknesses in some markets.
o our ability to achieve continued growth through expansion into other
states or through acquisitions or business combinations;
o changes in accounting policies and practices, as may be adopted by our
regulatory agencies and the Financial Accounting Standards Board;
o changes in our organization, compensation and benefit plans; and
o any other factors listed or discussed in the reports we file with the
Securities and Exchange Commission under the Securities Exchange Act
of 1934.
Relating to the proposed transaction with PIC Wisconsin:
o The business of ProAssurance and PIC Wisconsin may not be combined
successfully, or such combination may take longer to accomplish than
expected;
o the cost savings from the merger may not be fully realized or may take
longer to realize than expected; and
o operating costs, customer loss and business disruption following the
merger, including adverse effects on relationships with employees, may
be greater than expected;
o the stockholders of PIC Wisconsin may fail to approve the merger.
We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made, and wish to
advise readers that the factors listed above could affect our financial
performance and could cause actual results for future periods to differ
materially from any opinions or statements expressed with respect to future
periods in any current statements. We do not undertake and specifically decline
any obligation to publicly release the result of any revisions that may be made
to any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.
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Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 - Agent Advisory dated June 15, 2006
We are furnishing the exhibit to this Form 8-K in accordance with item 7.01,
Regulation FD Disclosure.
SIGNATURE
Pursuant to the requirements of the Securities Exchange act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 16, 2006
PROASSURANCE CORPORATION
By: /s/ Victor T. Adamo
-------------------------------------
Victor T. Adamo
President
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