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): August 3, 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:
|_| 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 2.01. Completion of Acquisition or Disposition of Assets.
On August 3, 2005, ProAssurance Corporation ("ProAssurance") completed its
acquisition of NCRIC Group, Inc. ("NCRIC") through the merger of NCRIC into a
newly formed, wholly-owned subsidiary of ProAssurance pursuant to the Agreement
and Plan of Merger dated February 28, 2005 between ProAssurance and NCRIC
("Merger Agreement"). In accordance with the Merger Agreement, each outstanding
share of NCRIC common stock was converted into 0.25 of a share of ProAssurance
common stock resulting in approximately 1.74 million shares of ProAssurance
common stock being issued in the transaction. The shares of ProAssurance common
stock issued in the merger were registered under the Securities Act of 1933
pursuant to a Registration Statement on Form S-4 (SEC File No. 333-124156) (the
"Registration Statement"). The merger is described in greater detail in the
proxy statement-prospectus included in the Registration Statement that was
mailed to the NCRIC stockholders on June 27, 2005. The number of issued and
outstanding shares of ProAssurance common stock increased to approximately 31.3
million as a result of the merger.
For further information, reference is made to the news release dated August
3, 2005 which is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure
On August 3, 2005, ProAssurance Corporation announced the completion of its
acquisiton of NCRIC Group., Inc., and affirmed that the merger would be
effective upon the close of business on August 3, 2005. This follows
ProAssurance's announcement on August 2, 2005 that NCRIC's shareholders approved
the acquisition of NCRIC by ProAssurance. This acquisition is taking place
pursuant to a merger agreement dated February 28, 2005. A copy of the news
release announcing the closing is included as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets of NCRIC as of December 31, 2004
and 2003 and the consolidated statements of income and changes in cash flow for
the years ended December 31, 2004, 2003, and 2002 have been filed with the SEC
as part of NCRIC's Form 10-K/A for the year ended December 31, 2004 (File No.
0-25505), and are incorporated herein by reference.
The unaudited consolidated balance sheet osf NCRIC as of March 31, 2005 and
2004 and the statements of income and cash flows for the three months ended
March 31, 2005 and 2004 are included in NCRIC's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2005, and are incorporated herein by this
reference.
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(b) Pro Forma Financial Information.
The following unaudited pro forma condensed financial statements are
included as part of the Registration Statement and are incorporated herein by
reference: (i) unaudited consolidated balance sheet which gives effect to the
merger as if it had occurred on March 31, 2005; and (ii) unaudited consolidated
statements of income for the three months ended March 31, 2005 and for the year
ended December 31, 2004, each of which gives effect to the merger, treated as a
purchase, as if it had occurred on January 1, 2004; and (iii) notes to such pro
forma financial statements describing the pro forma adjustments.
(c) Exhibits
Exhibit 99.1 - News release dated August 3, 2005
We are furnishing the exhibit 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 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: August 3, 2005
PROASSURANCE CORPORATION
By: /s/ Edward L. Rand, Jr.
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Edward L. Rand, Jr.
Chief Financial Officer
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