UNITED STATES
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 6, 2003
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 9. Regulation FD Disclosure.
The Medical Assurance, Inc. Pension Plan, and the Professionals Group Employee
Stock Ownership Plan are being merged and will be renamed the ProAssurance Group
Savings and Retirement Plan.
Commencing on September 17, 2003 there will be limitations on ProAssurance stock
transactions within the Plans during a 30 day transition period that will end on
October 17, 2003. During this transition period, participants in the Medical
Assurance, Inc. Pension Plan and the Professionals Group Employee Stock
Ownership Plan will not be permitted to direct the sale or purchase of shares of
ProAssurance stock in their accounts.
While this transition period may not meet the definition of a "blackout period"
under Rule 102 of Regulation BTR, management recommends that securities
transactions by ProAssurance Corporation directors and officers be restricted as
if Regulation BTR did apply.
ProAssurance gave notice of this restriction to its directors and officers on
August 6, 2003, and a copy of this notice is included as Exhibit 99 to this
filing and incorporated herein by reference. The date ProAssurance Corporation
received the notice required by section 101(i)(2)(E) of the Employment
Retirement Income Security Act of 1974 was August 5, 2003.
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 6, 2003
PROASSURANCE CORPORATION
By: /s/ Howard H. Friedman
---------------------------------
Howard H. Friedman
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99 Notice to Directors and Executive Officers, dated August 6, 2003.
Exhibit 99
To: Directors and Officers of ProAssurance Corporation
From: Victor T. Adamo, President
Re: Restriction on Transactions in ProAssurance Equity Securities
Date: August 6, 2003
On January 22, 2003, the Securities and Exchange Commission adopted Regulation
BTR to carry out provisions of the Sarbanes-Oxley Act. In general, Regulation
BTR and the Act prohibit transactions by insiders involving ProAssurance
Corporation equity securities during periods in which participants cannot
purchase or sell ProAssurance stock in the tax-advantaged plans such as Pension
Plans, 401(k) Plans and Employee Stock Ownership Plan.
As one of the final projects following the combination of Medical Assurance and
Professionals Group, the Medical Assurance, Inc. Pension Plan, and the
Professionals Group Employee Stock Ownership Plan are being merged and will be
renamed the ProAssurance Group Savings and Retirement Plan.
Commencing on September 17, 2003 there will be limitations on ProAssurance stock
transactions within the Plans during a 30 day transition period that will end on
in the week of October 17, 2003. During this transition period, participants in
the Medical Assurance, Inc. Pension Plan and the Professionals Group Employee
Stock Ownership Plan will not be permitted to direct the sale or purchase of
shares of ProAssurance stock in their accounts.
Although the merger of the Medical Assurance and Professionals Group Plans may
not technically invoke Regulation BTR, securities transactions by ProAssurance
Corporation directors and officers will be restricted as if Regulation BTR did
apply. Accordingly, except for the exceptions created by Regulation BTR and
noted below, you may not acquire or dispose of ProAssurance equity securities
during the period from September 17, 2003, through October 17, 2003.
Regulation BTR uses many of the same definitions found in Section 16 of the
Securities Exchange Act of 1934. For example, "equity security" under Regulation
BTR includes not only ProAssurance Corporation stock but "derivative securities"
as that term is defined under Section 16. Derivative securities include
ProAssurance Corporation stock options. Thus, you may not exercise ProAssurance
Corporation employee stock options during the restricted period.
Regulation BTR also follows the Section 16 concept of beneficial ownership,
meaning the prohibition on transactions during this transition period covers any
securities that would be reflected on your Form 4 or Form 5 reports, including:
securities beneficially owned by your spouse or minor children; securities
beneficially owned by adult children who are dependents; securities beneficially
owned by other family members who share your home; and securities held by trusts
in which you have an interest.
Regulation BTR exempts limited types of transactions, such as dividend
reinvestment; gifts; and certain transactions involving securities that were not
acquired in connection with your service or employment as a ProAssurance
Corporation director or executive officer. However, Regulation BTR states that
any such security you sell or otherwise transfer will be automatically treated
as acquired in connection with your service or employment unless you establish
that the securities were acquired from another source and this identification is
consistent with your treatment of the securities for tax purposes and all other
disclosure and reporting requirements.
Given the complexity of these rules, please contact Frank B. O'Neil
(205-877-4461), ProAssurance Corporation, 100 Brookwood Place, Birmingham, AL
35209-6811 if you have any questions or need further clarification of permitted
transactions.