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): January 27, 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
Item 7.01 Regulation FD Disclosure
On January 27, 2005 ProAssurance issued a news release in which the Company
reiterated that it will include the dilutive effect of 2,572,038 Contingent
Convertible shares in its fourth quarter and full-year 2004 earnings per share
calculation. This will bring the Company into compliance with EITF 04-8, The
Effect of Contingently Convertible Debt on Diluted Earnings per Share, which
requires the accounting change for periods ending after December 15, 2004.
The Company said that in calculating diluted earnings per share after the
adoption of EITF 04-8 it will use an approximate weighted share average of
32,036,000 for the fourth quarter of 2004, and 31,984,000 for the full year and
after-tax interest expense of approximately $742,000 for the fourth quarter and
$3.0 million for the year.
ProAssurance also said it will report fourth quarter and year-end 2004
results prior to the start of normal NYSE trading hours on Wednesday, February
23, 2005.
A copy of this press release is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 - Press release dated January 27, 2005.
We are furnishing the exhbit to this Form 8-K in accordance with item 7.01,
Regulation FD Disclosure. The exhibit shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange
Act"), or otherwise subject to the liability of such section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, regardless of the general
incorporation language of such filing, except as shall be expressly set forth by
specific reference in such filing.
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: January 28, 2005
PROASSURANCE CORPORATION
By: /s/ Howard H. Friedman
---------------------------------
Howard H. Friedman
Chief Financial Officer