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): July 26, 2006
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:
|X| 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 (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange
Act (17 CFR 240.13e-(c))
Item 7.01 Regulation FD Disclosure
On July 26, 2006 ProAssurance Corporation announced that
shareholders of Physicians Insurance Company of Wisconsin (PIC
Wisconsin) have approved PIC Wisconsin's merger into ProAssurance.
PIC Wisconsin's merger into ProAssurance is expected to be
declared effective at 12:01 am on August 1, 2006. Each share of PIC
Wisconsin common stock will be converted into shares of ProAssurance
common stock having a value of $5,000. The number of shares of
ProAssurance common stock to be issued per PIC Wisconsin share will be
determined after the close of normal NYSE trading on Monday, July 31,
2006, which is the end of a ten-day pricing period for valuing
ProAssurance stock for purposes of this transaction. Instructions for
submitting PIC Wisconsin shares for conversion will be mailed to
shareholders no later than August 14, 2006.
A copy of the news release issued by ProAssurance disclosing
the outcome of the PIC Wisconsin shareholder vote is attached as
Exhibit 99.1 to this report and is incorporated into this Item 7.01 by
reference.
Item 8.01 Other Events
A copy of the news release issued by ProAssurance disclosing
the outcome of the PIC Wisconsin shareholder vote is attached as
Exhibit 99.1 to this report and is incorporated into this Item 8.01 by
reference.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 - News release dated July 26, 2006
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: July 26, 2006
PROASSURANCE CORPORATION
By: /s/ Edward L. Rand, Jr.
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Edward L. Rand, Jr.
Chief Financial Officer
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