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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a)
and Amendments Thereto Filed Pursuant to Rule 13d-2(a)
MEEMIC Holdings, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
585135106
(CUSIP Number)
A. Derrill Crowe
Chief Executive Officer
ProAssurance Corporation
100 Brookwood Place
Birmingham, Alabama 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
June 27, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
(Continued on following pages)
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SCHEDULE 13D
CUSIP NO. 585135106
1 NAME OF REPORTING PERSON:
ProAssurance Corporation.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only):
63-1261433
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware.
7 SOLE VOTING POWER: 0
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,609,073
OWNED BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER: 0
WITH
10 SHARED DISPOSITIVE POWER: 5,609,073
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,609,073
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 84.3%
14 TYPE OF REPORTING PERSON: HC/CO
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SCHEDULE 13D
CUSIP NO. 585135106
1 NAME OF REPORTING PERSON:
Professionals Group, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only):
38-3273911
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Michigan.
7 SOLE VOTING POWER: 0
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,609,073
OWNED BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER: 0
WITH
10 SHARED DISPOSITIVE POWER: 5,609,073
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,609,073
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 84.3%
14 TYPE OF REPORTING PERSON: HC/CO
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SCHEDULE 13D
CUSIP NO. 585135106
1 NAME OF REPORTING PERSON:
ProNational Insurance Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only):
38-2317569
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Michigan.
7 SOLE VOTING POWER: 5,609,073
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY EACH
REPORTING PERSON 9 SOLE DISPOSITIVE POWER: 5,609,073
WITH
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,609,073
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 84.3%
14 TYPE OF REPORTING PERSON: IC/CO
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, no par value per
share ("MHC Common Stock"), of MEEMIC Holdings, Inc., a Michigan corporation
("MHC"). The principal executive offices of MHC are located at 691 North
Squirrel Road, Suite 200, Auburn Hills, Michigan 48326.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f): This Statement on Schedule 13D is being filed by the following
organizations:
Name Address
---- -------
1. ProAssurance Corporation, 100 Brookwood Place
a Delaware corporation Birmingham, Alabama 35209
2. ProNational Insurance Company, 2600 Professionals Drive
a Michigan stock insurance corporation Okemos, Michigan 48864
3. Professionals Group, Inc., 2600 Professionals Drive
a Michigan corporation Okemos, Michigan 48864
ProAssurance Corporation ("ProAssurance") is a publicly traded insurance holding
company. Professionals Group, Inc. ("Professionals Group") is also an insurance
holding company and is a wholly-owned subsidiary of ProAssurance. ProNational
Insurance Company ("ProNational") is a property and casualty insurance company
specializing in medical professional liability insurance and is a wholly-owned
subsidiary of Professionals Group.
The names of the directors and executive officers of ProAssurance, Professionals
Group, and ProNational and their respective business addresses or residences,
citizenship and present principal occupations or employment, are set forth on
Schedule I, Schedule II, and Schedule III, respectively, hereto, which Schedules
are incorporated herein by reference.
(d), (e): During the last five years, neither ProAssurance, Professionals Group
nor ProNational has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding such person was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
To the knowledge of ProAssurance, Professionals Group and ProNational, during
the past five years none of the persons listed in Schedule I, Schedule II, or
Schedule III hereto has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding such person was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except as otherwise indicated in this Statement on Schedule 13D, 5,065,517 of
the shares of MHC Common Stock reported as beneficially owned by ProAssurance,
Professionals Group and ProNational were acquired as of July 1, 1999 in
connection with the conversion of Michigan Educational Employees Mutual
Insurance Company, a Michigan domiciled specialty writer of personal automobile
and homeowners coverages for teachers and other members of the educational
community in Michigan ("MEEMIC"). Of these shares of MHC Common Stock, 2,302,209
were acquired upon the conversion of a promissory note issued by MEEMIC to
ProNational on April 7, 1997. As of the date of conversion, the promissory note
had a principal balance of $21,500,000 and accrued and unpaid interest of
$1,522,090. Another 2,763,308 of these shares of MHC Common Stock were purchased
for cash at a price of $10 per share.
The remaining 543,556 shares of MHC Common Stock reported as beneficially owned
by ProAssurance Professionals Group and ProNational were acquired in open market
purchases for an aggregate cost of $10,940,046 at average prices ranging from
$14.37 per share to $21.50 per share.
The sources of the funds used to acquire all shares of MHC Common Stock reported
as beneficially owned by ProAssurance, Professionals Group and ProNational in
this Schedule 13D were working capital and other funds of ProNational.
To the knowledge of ProAssurance, Professionals Group, and ProNational, and
except as otherwise indicated herein: (i) all of the shares of MHC Common Stock
reported as beneficially owned by the directors and executive officers of
ProAssurance, Professionals Group and ProNational were purchased as of July 1,
1999 in connection with the conversion of MEEMIC for cash at a price of $10 per
share with personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of MHC Common Stock reported as beneficially owned by ProAssurance,
Professionals Group and ProNational were acquired by ProNational in connection
with the conversion of MEEMIC in order to gain ownership control of MHC and
MEEMIC and for purposes of investment.
ProAssurance acquired beneficial ownership of the MHC common stock reported
herein as a result of the consummation of the consolidation of Professionals
Group and Medical Assurance, Inc. ("Medical Assurance") under the ownership of
ProAssurance on June 27, 2001. The consolidation was consummated through the
mergers of two wholly owned subsidiaries of ProAssurance with and into Medical
Assurance and Professionals Group, with Medical Assurance and Professionals
Group being the surviving corporations of the mergers as wholly-owned
subsidiaries of ProAssurance. Upon consummation of the consolidation, each
outstanding share of common stock, no par value per share, of Professionals
Group was converted into the right to receive, at the holder's election, (i)
.897 of a share of ProAssurance common stock, par value $0.01, plus $13.47 in
cash, or (ii) $27.47 in cash. Each outstanding share of common stock, par value
$1.00 per share, of Medical Assurance was converted into one share of common
stock of ProAssurance.
The shares of ProAssurance common stock issued in connection with the
consolidation were registered under the Securities Act of 1933 pursuant to a
Registration Statement on Form S-4 (File No. 333-49378). This Registration
Statement was declared effective on April 30, 2001. The consolidation is
described in greater detail in the Registration Statement.
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On June 28, 2001, ProAssurance common stock began trading on the New York Stock
Exchange under the symbol "PRA" and the common stock of Professionals Group and
Medical Assurance was delisted from the Nasdaq National Market and New York
Stock Exchange, respectively.
On June 8, 2001, the Board of Directors of ProAssurance elected to terminate the
Change of Control Agreements with certain executives of Professionals Group and
MHC and to offer the covered executives new severance compensation agreements on
terms that the board believed would be more favorable to ProAssurance. The
Change of Control Agreements provided for the payment of severance benefits in
the event of the involuntary or constructive termination of employment of a
covered executive after a transaction involving a change of control of
Professionals Group or MHC. The Change of Control Agreements further provided
that the severance benefits would vest and be payable to a covered executive
upon termination of the Change of Control Agreements. In order to effect the
termination of the old Change of Control Agreements and the substitution of new
severance compensation agreements, the Board of Directors of ProAssurance
directed MHC and Professionals Group to require each covered executive to make
his or her choice prior to completion of the consolidation of either (i)
receiving his or her severance benefits under the old Change of Control
Agreement, in which event the employment of the covered executive would be
terminated upon the effective date of the Consolidation, or (ii) continuing in
the employment of Professionals Group or MHC under a new severance compensation
agreement on the condition that the executive agree to terminate his old Change
of Control Agreement and release any claims that he or she may have for
severance benefits thereunder.
On July 2, 2001, MHC announced that R. Kevin Clinton, chief executive officer of
MHC, and Annette Flood, chief operating officer of MHC, elected to terminate
their employment with MHC and receive benefit payments under their change of
control agreements with MHC. MHC also announced that Victor T. Adamo,
vice-chairman and president of ProAssurance, will serve as interim chief
executive officer until a replacement is found. ProAssurance will work together
with the board of directors of MHC to find suitable replacements to fill these
vacancies.
The shares of MHC Common Stock reported as beneficially owned by the directors
and executive officers of ProAssurance, Professionals Group, and ProNational
were acquired in connection with the conversion of MEEMIC and through stock
option grants from MHC.
ProAssurance and its subsidiaries and their respective directors and executive
officers may purchase additional shares of MHC common stock from time to time in
the open market or in privately negotiated transactions subject to certain
limitations set forth in Section 2 of Article VIII of MHC's Articles of
Incorporation. See Item 6.
Except as otherwise described in this Statement on Schedule 13D, ProAssurance,
Professionals Group, ProNational, and their directors and executive officers do
not presently have any plans or proposals which relate to or would result in,
(a) the acquisition by any person of additional securities of MCH or the
disposition of securities of MCH; (b) an extraordinary corporate transaction
(such as a merger, reorganization or liquidation) involving MCH or any of its
subsidiaries; (c) a sale or transfer of a material amount of the assets of MCH
or any of its subsidiaries; (d) any change in the present board of directors or
management of MCH (including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board of MCH); (e) any
material change in the present capitalization or dividend policy of MCH; (f) any
material change in the business or corporate structure of MCH; (g) any changes
in the charter or bylaws (or instruments corresponding thereto) of MCH or other
actions which may impede the acquisition of control of MCH by any person; (h)
causing a class of securities of MCH to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of MCH becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or (j) any action similar to any of those
enumerated in this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) ProAssurance is the beneficial owner of 5,609,073 shares of MHC
Common Stock. Such shares represent approximately 84.3% of the total outstanding
shares of MHC as of May 9, 2001 (based upon 6,655,500 shares reported to be
outstanding in MHC's Form 10-Q for the fiscal quarter ended March 31, 2001). The
number of shares of MHC Common Stock reported as beneficially owned by
ProAssurance includes all of the shares of MHC Common Stock reported as
beneficially owned by Professionals Group and ProNational. The number of shares
of MHC Common Stock reported as beneficially owned by ProAssurance does not
include any of the shares of MHC Common Stock reported as beneficially owned by
any director or executive officer of ProAssurance, Professionals Group, or
ProNational. The shares of MHC Common Stock reported as beneficially owned by
Professionals Group and ProNational have been attributed to ProAssurance because
it is the sole stockholder of Professionals Group and ultimate controlling
person of ProNational.
Professionals Group is the beneficial owner of 5,609,073 shares of MHC
Common Stock. Such shares represent approximately 84.3% of the total outstanding
shares of MHC as of May 9, 2001. The number of shares of MHC Common Stock
reported as beneficially owned by Professionals Group includes all of the shares
of MHC Common Stock reported as beneficially owned by ProNational. The number of
shares of MHC Common Stock reported as beneficially owned by Professionals Group
does not include any of the shares of MHC Common Stock reported as beneficially
owned by any director or executive officer of either ProAssurance, Professionals
Group or ProNational. The shares of MHC Common Stock reported as beneficially
owned by ProNational have been attributed to Professionals Group because it is
the sole stockholder of ProNational.
ProNational is the record owner of 5,609,073 shares of MHC Common
Stock. Such shares represent approximately 84.3% of the total outstanding shares
of the MHC as of May 9, 2001. The number of shares of MHC Common Stock reported
as beneficially owned by ProNational does not
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include any of the shares of MHC Common Stock reported as beneficially owned by
any director or executive officer of either ProAssurance, Professionals Group or
ProNational.
To the knowledge of ProAssurance, Professionals Group and ProNational,
the following individuals are the only executive officers and directors of
ProAssurance, Professionals Group, and ProNational that beneficially own shares
of MHC Common Stock. Each such executive officer or director has the power to
vote, or to direct the voting of, and power to dispose of, or to direct the
disposition of, all of the shares of MHC Common Stock reported as beneficially
owned. The number of shares of MHC Common Stock reported as beneficially owned
by each officer and director does not include any of the shares of MHC Common
Stock reported as beneficially owned by ProAssurance, Professionals Group,
ProNational, or any other director or executive director.
(i) Victor T. Adamo is the beneficial owner of 32,700 shares of
MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of May 9, 2001. The number of shares of
MHC Common Stock reported as beneficially owned by Mr. Adamo includes 20,000
shares that could be purchased pursuant to stock options.
(ii) R. Kevin Clinton is the beneficial owner of 78,501 shares of
MHC Common Stock, which constitute 1.2% of the shares of MHC Common Stock deemed
issued and outstanding as of May 9, 2001. The number of shares of MHC Common
Stock reported as beneficially owned by Mr. Clinton includes 48,000 shares that
could be purchased pursuant to stock options.
(iii) John F. Dodge, Jr. is the beneficial owner of 1,744 shares of
MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of May 9, 2001.
(iv) Ann F. Putallaz is the beneficial owner of 500 shares of MHC
Common Stock, which constitute less than 1% of the shares of MHC Common Stock
deemed issued and outstanding as of May 9, 2001.
(v) Donald S. Young is the beneficial owner of 10,744 shares of
MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of May 9, 2001.
(vi) William P. Sabados is the beneficial owner of 32,700 shares of
MHC Common Stock, which constitute less than 1% of the shares of MHC Common
Stock deemed issued and outstanding as of May 9, 2001. The number of shares of
MHC Common Stock reported as beneficially owned by Mr. Sabados includes 20,000
shares that could be purchased pursuant to stock options.
(c) The following table sets forth all transactions with respect
to MHC Common Stock effected during the past sixty (60) days by ProAssurance,
Professionals Group, ProNational, and their directors and executive officers.
Each transaction set forth below reflects a purchase or sale effected by means
of open market transactions on the Nasdaq National Market.
Date of Type of No. of Price Per
Name Transaction Transaction Shares Share
---- ----------- ----------- ------ ---------
Pro National July 6, 2001 Purchase 1,480 21.16
Pro National July 6, 2001 Purchase 1,480 20.98
R. Kevin Clinton May 16, 2001 Sale 15,000 25.64
R. Kevin Clinton May 18, 2001 Sale 5,000 26.06
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Date of Type of No. of Price Per
Name Transaction Transaction Shares Share
---- ----------- ----------- ------ ---------
R. Kevin Clinton May 23, 2001 Sale 2,999 25.86
(d) ProAssurance, Professionals Group and ProNational each have the right
to receive or the power to direct the receipt of dividends from, and the
proceeds from the sale of, all of the shares of MHC Common Stock reported as
beneficially owned by them. Each director and executive officer of ProAssurance,
Professionals Group, and ProNational who beneficially owns shares of MHC Common
Stock has the right to receive or the power to direct the receipt of dividends
from, and the proceeds from the sale of, all of the shares of MHC Common Stock
reported as beneficially owned by such director and executive officer.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Professionals Group and Medical Assurance, Inc. entered into an Agreement to
Consolidate on June 22, 2000. On June 27, 2001, Professionals Group and Medical
Assurance completed their consolidation and became wholly-owned subsidiaries of
ProAssurance. See Item 4.
Section 8.12 of the consolidation agreement states that the acquisition of more
than 80% and up to 100% of the outstanding voting stock of MHC by Professionals
Group prior to the completion of the consolidation, or by ProAssurance or its
subsidiaries after the completion of the consolidation, would be beneficial as
it would allow MEEMIC to become a consolidated subsidiary of ProAssurance for
federal income tax reporting purposes. Section 8.12 of the consolidation
agreement also provides that for five years after the completion of the
consolidation, ProAssurance will not sell or otherwise dispose of, and will not
permit any subsidiary of ProAssurance to sell or otherwise dispose of, the
common stock or business of MHC or any common stock of MHC owned beneficially,
directly or indirectly, by ProAssurance, unless such sale or disposition has
been approved by a special committee of ProAssurance's Board of Directors. Such
special committee is to be composed of three directors of ProAssurance, and at
least two of such directors must be non-management directors who were formerly
directors of Professionals Group. In the event that ProAssurance's Board of
Directors should desire to sell the business or common stock of MEEMIC, such
special committee is to be appointed as provided in the By-Laws of ProAssurance
and is to meet promptly to consider the advisability of selling or otherwise
disposing of the business or common stock of MHC. Upon approval of such special
committee, ProAssurance's Board of Directors shall have the authority to
authorize the sale or other disposition of the business of MHC or any of the
shares of common stock of MHC.
The Agreement to Consolidate dated as of June 22, 2000 by and between Medical
Assurance, Inc., and Professionals Group, Inc., and the First Amendment to
Agreement to Consolidate dated November 1, 2000 were filed as Exhibits 2.1 and
2.2 to the ProAssurance Corporation Registration Statement on From S-4 filed
with the SEC (Registration No. 333-49378).
ProAssurance, Professionals Group, ProNational, Medical Assurance, and certain
other affiliates of ProAssurance entered into an Agreement with MHC dated June
26, 2001 whereby MHC granted ProAssurance an exemption from Chapter 7A of the
Michigan Corporation Act in connection with ProAssurance's acquisition of
beneficial ownership of more than 10% of the common stock of MHC as a result
of the
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consolidation. In return, ProAssurance and each of its affiliates agreed to be
subject to Section 2 of Article VIII of MHC's Articles of Incorporation.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Agreement to Consolidate dated as of June 22, 2000 by and
between Medical Assurance, Inc. and Professionals Group, Inc. is incorporated
herein by reference to Exhibit 2.1 of the ProAssurance Corporation Registration
Statement on Form S-4 filed with the SEC (Registration No. 333-49378).
2. First Amendment to Agreement to Consolidate, dated November 1,
2000, by and between Medical Assurance, Inc. and Professionals Group, Inc. is
incorporated herein by reference to Exhibit 2.2 of the ProAssurance Corporation
Registration Statement on Form S-4 filed with the SEC (Registration No.
333-49378).
3. Agreement dated June 26, 2001 by and among MEEMIC Holdings,
Inc., ProAssurance Corporation, Professionals Group, Inc., ProNational Insurance
Company, Medical Assurance, Inc. and other affiliates of ProAssurance
Corporation party thereto.
4. Articles of Incorporation of MEEMIC Holdings, Inc. are
incorporated herein by reference to Exhibit 3.1 of the MEEMIC Holdings, Inc.
Registration Statement on Form S-1 filed with the SEC (Registration No.
333-66671).
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Dated: July 9, 2001 ProAssurance Corporation
By: /s/ A. Derrill Crowe
---------------------------------------------
A. Derrill Crowe
Chief Executive Officer
Professionals Group, Inc.
Dated: July 9, 2001 By /s/ Victor T. Adamo
---------------------------------------------
Victor T. Adamo
President and Chief Executive Officer
ProNational Insurance Company
Dated: July 9, 2001 By /s/ Victor T. Adamo
---------------------------------------------
Victor T. Adamo
President and Chief Executive Officer
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF PROASSURANCE CORPORATION
The names, business addresses and present principal occupations of the directors
and executive officers of ProAssurance Corporation are set forth below. If no
business address is given, the director's or executive officer's business
address is 100 Brookwood Place, Birmingham, Alabama 35209. Unless otherwise
indicated, all directors and executive officers listed below are citizens of the
United States.
DIRECTORS
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
Richard V. Bradley, M.D. Senior Consultant of ProAssurance
Paul R. Butrus Executive Vice President of Medical Assurance
Norton E. Cowart, M.D. Retired Physician; 2201 Covemont Drive, Huntsville, AL 35801
A. Derrill Crowe, M.D. Chief Executive Officer and Chairman of the Board of ProAssurance
Paul D. Everest, M.D. Orthopedic Surgeon; 2240 Allendale Place, Montgomery, AL 36111
Robert E. Flowers, M.D. Practicing physician in the field of gynecology; 4300 West Main Street,
Suite 102, Dothan, AL 35305
Leon C. Hamrick, M.D. General surgeon with HealthSouth Metro West Hospital in Fairfield, AL,
701 Richard Scrushy Parkway, Fairfield, AL 35064
John P. North, Jr. Retired; formerly partner with Coopers and Lybrand LLP; 3216 Argyle
Road, Birmingham, AL 35213
Ann F. Putallaz, Ph.D. Vice President and Director of Retirement Services of Munder Capital
Management, Birmingham, Michigan, which is the investment advisor to
The Munder Funds, a Maryland corporation and an open-end investment
company registered under the Investment Company Act of 1940.
William H. Woodhams, M.D. Family practice physician in Kalamazoo, Michigan.
Victor T. Adamo Vice-Chairman President of ProAssurance
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EXECUTIVE OFFICERS
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
A. Derrill Crowe, M.D. Chairman and Chief Executive Officer
Victor T. Adamo Vice Chairman and President
Howard F. Friedman Secretary
James J. Morello Treasurer
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SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS OF PROFESSIONALS GROUP, INC.
The names, business addresses and present principal occupations of the directors
and executive officers of Professionals Group, Inc. are set forth below. If no
business address is given, the director's or executive officer's business
address is 2600 Professionals Drive, Okemos, Michigan 48864. Unless otherwise
indicated, the business address of each Professionals Group director or
executive officer is also the business address of such person's employer, if
any. Unless otherwise indicated, all directors and executive officers listed
below are citizens of the United States.
DIRECTORS
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
Victor T. Adamo President and Chief Executive Officer of
Professionals Group. He is also Chairman,
President and Chief Executive Officer of
ProNational, the Chairman and a Director of
MHC, and the Chairman and a Director of
MEEMIC.
Eliot H. Berg, M.D. He is Board certified in surgery and
practices on behalf of Segal and Berg, P.A.,
Hialeah, Florida.
Joseph C. Cauthen, M.D. He is Board certified in neurosurgery and
practices on behalf of Joseph C. Cauthen,
M.D., P.A., Gainesville, Florida.
John F. Dodge, Jr. He is engaged in the private practice of law
in Grosse Pointe, Michigan.
H. Harvey Gass, M.D. He is a claims medical consultant to
ProNational.
Richard P. Horsch, M.D. He is a retired anesthesiologist.
Isaac J. Powell, M.D. He is an Associate Professor in Urology in
Department of Urology, Wayne State
University School of Medicine, Detroit,
Michigan.
Ann F. Putallaz, Ph.D. She is a Vice President and Director of
Retirement Services of Munder Capital
Management, Birmingham, Michigan, which is
the investment advisor to The Munder Funds,
a Maryland corporation and an open-end
investment company registered under the
Investment Company Act of 1940.
William H. Woodhams, M.D. He is Board certified in family practice and
his practice is located in Kalamazoo,
Michigan.
Donald S. Young, Esq. He is a principal of Dykema Gossett PLLC, a
law firm headquartered at 400 Renaissance
Center, Detroit, Michigan 48243.
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EXECUTIVE OFFICERS
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
William H. Woodhams Chairman.
Victor T. Adamo President and Chief Executive Officer.
Eliot H. Berg, M.D. Vice-Chairman.
Ann F. Putallaz Vice-Chairman.
John F. Lang Vice President, Treasurer, Chief Financial
Officer, Chief Accounting Officer and
Secretary.
William P. Sabados Chief Information Officer.
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SCHEDULE III
DIRECTORS AND EXECUTIVE OFFICERS OF PRONATIONAL INSURANCE COMPANY
The names, business addresses and present principal occupations of the directors
and executive officers of ProNational Insurance Company are set forth below. If
no business address is given, the director's or executive officer's business
address is 2600 Professionals Drive Okemos, Michigan 48864. Unless otherwise
indicated, the business address of each ProNational director or executive
officer is also the business address of such person's employer, if any. Unless
otherwise indicated, all directors and executive officers listed below are
citizens of the United States.
DIRECTORS
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
Victor T. Adamo Chairman, President and Chief Executive
Officer of ProNational. He is also President
and Chief Executive Officer of Professionals
Group, the Chairman and a Director of MHC,
and the Chairman and a Director of MEEMIC.
John O. Bashant Senior Vice President, Operations and
Underwriting - North Central Region, of
ProNational.
William D. Baxter Chief Financial Officer and Treasurer of
ProNational.
Jeffrey L. Bowlby Senior Vice President, Marketing Sales -
North Central Region, of ProNational.
John F. Lang Senior Vice President and Secretary of
ProNational. He is also Vice President,
Treasurer, Chief Financial Officer, Chief
Accounting Officer and Secretary of
Professionals Group.
Joseph O. Marker Senior Vice President of ProNational.
William P. Sabados Chief Information Officer of Professionals
Group. He is also the Chief Information
Officer of ProNational and of MEEMIC.
Darryl K. Thomas Senior Vice President, Claims - North
Central Region, of ProNational.
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EXECUTIVE OFFICERS
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
Victor T. Adamo Chairman, President and Chief Executive Officer.
John O. Bashant Senior Vice President, Operations and Underwriting - North Central Region.
William D. Baxter Chief Financial Officer and Treasurer.
Jeffrey L. Bowlby Senior Vice President, Marketing & Sales - North Central Region.
John F. Lang Senior Vice President and Secretary.
Joseph O. Marker Senior Vice President.
William P. Sabados Chief Information Officer.
Darryl K. Thomas Senior Vice President, Claims - North Central Region.
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