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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
PROFESSIONALS GROUP, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
742954100
(CUSIP Number)
Medical Assurance, Inc.
Attention: Frank O'Neil
100 Brookwood Place
Birmingham, AL 35209
(205) 877-4400
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
Copy to:
Jack P. Stephenson, Jr., Esq.
Burr & Forman LLP
Suite 3100, SouthTrust Tower
420 North Twentieth Street
Birmingham, Alabama 35203
(205) 251-3000
April 16, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
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Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See ss.
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP No. 742954100
1. Name of Reporting Person: Medical Assurance, Inc.
IRS Identification No. 63-1137505
2. Check the Appropriate Box if a Member of a Group
(1) [ ]
(2) [X]
3. SEC Use Only
4. Source of Funds: WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 811,081
8. Shared Voting Power: 0
9. Sole Dispositive Power: 811,081
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 811,081
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11): 9.16%
14. Type of Reporting Person: IC, CO
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The undersigned hereby amends its Schedule 13D Statement dated March
26, 2001 relating to the common stock, no par value of Professionals Group, Inc.
as set forth herein. Unless otherwise indicated, all defined terms used herein
shall have the meaning ascribed to them in the initial Schedule 13D.
ITEM 1. SECURITY AND ISSUER
No material change.
ITEM 2. IDENTITY AND BACKGROUND
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The first sentence of the second paragraph of Item 3 is amended and
restated in its entirety by the following:
On November 6, 2000, ProAssurance filed with the Securities and
Exchange Commission a Registration Statement on Form S-4 (Registration No.
333-49378), as amended by Amendment No. 1 to Form S-4 filed on January 3,
2001, and as further amended by Amendment No. 2 to Form S-4 filed on April 4,
2001 (as amended, the "Registration Statement"), to register under the
Securities Act of 1933 the shares of its common stock proposed to be issued to
the shareholders of Medical Assurance and Professionals Group under the
Agreement to Consolidate.
The first sentence of the last paragraph of Item 3 is amended and
restated in its entirety by the following:
Medical Assurance has also purchased 373,761 shares of Professionals
Group common stock in open market transactions at an aggregate price of
$9,172,163.
ITEM 4. PURPOSE OF TRANSACTION
No material change.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a) and (b) are replaced in their entirety by the following:
(a) and (b) Medical Assurance owns of record 373,761 shares of
Professionals Group common stock and may be deemed to own an additional 437,320
shares of Professionals Group common stock issuable upon the exercise of the
Stock Option Agreement, as described in Item 3. Such shares, represent
approximately 9.16% of the outstanding common stock of Professionals Group. This
percentage amount is based upon 8,851,223 shares of Professionals Group common
stock outstanding as of March 1, 2001, as reported in Professionals Group's
Form 10K for the fiscal year ended December 31, 2000.
To the best of Medical Assurance's knowledge, none of the directors or
executive officers of Medical Assurance own any of Professionals Group's common
stock.
Item 5(c) is amended to add the following:
(c) The following table sets forth all transactions by Medical
Assurance with respect to shares of Professionals Group effected since the
filing of the initial Schedule 13D on March 26, 2001. Each transaction set forth
below reflects a purchase by means of open market transactions on the Nasdaq
National Market.
TRADE DATE NO. OF SHARES PRICE PER SHARE ($)
PURCHASED
03/27/01 900 23.19
04/02/01 2,000 24.00
04/03/01 2,100 24.00
04/04/01 5,800 23.98
04/12/01 5,000 25.15
04/16/01 105,000 25.13
61,000 25.15
40,000 25.18
22,500 25.10
10,000 25.08
9,361 25.05
8,800 25.17
(d)-(e) No material change.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No material change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No material change.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 18, 2001
MEDICAL ASSURANCE, INC.
By: /s/ A. Derrill Crowe
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A. Derrill Crowe
President
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