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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities
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Exchange
Act of 1934
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Date
of Report (Date of earliest event reported): April 1,
2009
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ProAssurance
Corporation
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-16533
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63-1261433
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer I.D. No.)
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100
Brookwood Place, Birmingham, Alabama
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35209
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(Address
of Principal Executive Office )
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(Zip
code)
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Registrant’s
telephone number, including area
code: (205) 877-4400
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-(c) under the Exchange
Act
(17CFR
240.13e-(c))
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Item
2.01 Completion
of Acquisition or Disposition of Assets
On April
1, 2009 we issued a news release reporting that we have closed the transaction
that brings the Podiatry Insurance Company of America (PICA) into ProAssurance
as a standalone subsidiary based in Nashville. Under the terms of the agreement,
a total of $120 million is being paid to current and certain former
policyholders in accordance with the approved plan of demutualization. Another
$15 million in premium credits will go to eligible renewing PICA policyholders
for three years beginning in 2010. Those due a share of the proceeds from the
transaction will receive a check in mid-April. Further, the agreement calls for
Dr. Brant to be nominated to a seat on ProAssurance’s Board of Directors; that
nomination will be voted on by ProAssurance shareholders at their annual meeting
in May, 2009.
PICA is
the nation’s leading provider of professional liability to doctors of podiatric
medicine, insuring approximately 9,800 podiatric physicians in 47 states and the
District of Columbia. PICA insures other health care professionals and provides
E&O insurance for a small, but growing, number of independent insurance
agents through its subsidiary PACO. PICA wrote approximately $96 million in
direct premium in 2008, has $284 million in total assets and has maintained an
A. M. Best rating of “A-” (Excellent) for the past 13 years.
Item
9.01 Financial
Statements and Exhibits
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99.1
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News
Release reporting that we have closed the transaction that brings the
Podiatry Insurance Company of America (PICA) into ProAssurance as a
standalone subsidiary based in
Nashville.
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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.
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Date: April
1, 2009
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PROASSURANCE
CORPORATION
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By:
/s/ Frank B. O’Neil
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Frank B.
O’Neil
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Senior Vice
President
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