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): December 8, 2005
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)
|X| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 8, 2005 ProAssurance Corporation (the "Registrant") and
Physicians Insurance Company of Wisconsin, Inc. ("PIC Wisconsin") entered into
an Agreement and Plan of Merger which provides for the merger of PIC Wisconsin
into a newly formed wholly owned subsidiary of the Registrant. Under terms of
the agreement, each share of PIC Wisconsin stock will be converted into shares
of ProAssurance stock having a value of $5,000. The exchange ratio is based on
the average closing price of a share of ProAssurance stock on the ten trading
days preceding the effective date of the merger. This ratio is subject to a 20%
range around $49.76, which is the average closing price in the ten days
preceding the date of the definitive agreement. Thus, PIC Wisconsin shareholders
may receive more than $5,000 for each share of stock if the average closing
price of ProAssurance stock is more than $59.71; conversely, PIC Wisconsin
shareholders may receive less than $5,000 per share if the average closing price
of ProAssurance stock is less than $39.80. The transaction is subject to
required regulatory approvals and a vote of PIC Wisconsin stockholders and is
expected to close early in mid-2006. A copy of the Merger Agreement is attached
as Exhibit 2.1 to this report.
Item 7.01 Regulation FD Disclosure
On December 8, 2005 ProAssurance Corporation announced that it has entered
into a definitive agreement that provides for Physicians Insurance Company of
Wisconsin ("PIC Wisconsin") to be merged into ProAssurance in a proposed
all-stock transaction.
The agreement calls for each share of PIC Wisconsin stock to be converted
into shares of ProAssurance stock having a value of $5,000. The exchange ratio
is based on the average closing price of a share of ProAssurance stock on the
ten trading days preceding the effective date of the merger. This ratio is
subject to a 20% range around $49.76, which is the average closing price in the
ten days preceding the date of the definitive agreement. Thus, PIC Wisconsin
shareholders may receive more than $5,000 for each share of stock if the average
closing price of ProAssurance stock is more than $59.71; conversely, PIC
Wisconsin shareholders may receive less than $5,000 per share if the average
closing price of ProAssurance stock is less than $39.80. The transaction is
subject to required regulatory approvals and must be submitted to PIC Wisconsin
stockholders for approval. and is expected to close early in mid-2006.
ProAssurance will file with the SEC a registration statement and a proxy
statement/prospectus and other relevant documents concerning the proposed
transaction. Stockholders of PIC Wisconsin are urged to read the registration
statement and the proxy statement/prospectus when they become available and any
other relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, as they will contain important information. You
will be able to obtain a free copy of the proxy statement/prospectus, as well as
other filings containing information about ProAssurance and PIC Wisconsin, at
the SEC's Internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the SEC filings that will be incorporated by reference
in the proxy statement/prospectus can be obtained, without charge, by directing
a request to Frank B. O'Neil, Senior Vice President, Corporate Communications,
ProAssurance Corporation, 100 Brookwood Place, Birmingham, Alabama 35209,
telephone (205) 877-4461.
Physicians Insurance Company of Wisconsin, Inc., and its respective
directors and executive officers, may be deemed to be participants in the
solicitation of proxies from the stockholders of PIC Wisconsin in connection
with the merger. Information about the directors and executive officers of PIC
Wisconsin and their ownership of PIC Wisconsin common stock will be set forth in
documents to be filed with the SEC.
A copy of the news release issued by ProAssurance disclosing the proposed
transaction is attached as Exhibit 99.1 to this report. A copy of the news
release issued by PIC Wisconsin is attached as Exhibit 99.2 to this report. Both
Exhibits (99.1 and 99.2.) are incorporated into this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of December 8, 2005 among
ProAssurance Corporation, Physicians Insurance Company of
Wisconsin, Inc. and Physicians Merger Company (the schedules and
exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K).
99.1 ProAssurance news release dated December 8, 2005
99.2 PIC Wisconsin news release dated December 8, 2005
We are furnishing exhbits 99.1 and 99.2 to this Form 8-K in
accordance with item 7.01, Regulation FD Disclosure, and pursuant
to Rule 425 of the Securities and Exchange Commission.
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: December 9, 2005
PROASSURANCE CORPORATION
By: /s/ Edward L. Rand, Jr
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Edward L. Rand, Jr
Chief Financial Officer