-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SowCpwCjy7JMzb1uPkmZfBdoQzKvvMx1sYkH7HJ2TDHRzhSpxxI8MHiKMyn3Bncc fKS92FYuRyOWJRWNxh3MIw== 0001157523-04-004742.txt : 20040513 0001157523-04-004742.hdr.sgml : 20040513 20040513092647 ACCESSION NUMBER: 0001157523-04-004742 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040512 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROASSURANCE CORP CENTRAL INDEX KEY: 0001127703 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 631261433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16533 FILM NUMBER: 04801112 BUSINESS ADDRESS: STREET 1: 100 BROOKWOOD PLACE CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2058774400 8-K 1 a4639502.txt PROASSURANCE 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): May 12, 2004 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. Financial Statements and Exhibits (c) Exhibits filed with this report: Number Exhibit 99.1 Copy of Registrant's press release, dated May 12, 2004, as described in Item 9 of this filing. Item 9. Regulation FD Disclosure The registrant has furnished this report to disclose for Regulation FD purposes its public release of: 1. The announcement of a placement of Trust Preferred Securities. A copy of the press release, dated May 12, 2004 is included as exhibit 99.1 to this report. The information in this Form 8-K, including the accompanying exhibit, is being furnished under Item 12 and 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. 2 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: May 12, 2004 PROASSURANCE CORPORATION By: /s/ Howard H. Friedman -------------------------------------------- Howard H. Friedman Chief Financial Officer EX-99.1 2 a4639502ex991.txt PRESS RELEASE Exhibit 99.1 ProAssurance Raises $10 Million Through Second Placement of Trust Preferred Securities BIRMINGHAM, Ala.--(BUSINESS WIRE)--May 12, 2004--ProAssurance Corporation (NYSE:PRA) announced today that it has raised $10 million through a privately placed offering of trust preferred securities. The Company has now raised a total of $23 million through the placement of trust preferred securities since April 29, 2004. As with the prior placement, the securities mature in 30 years and bear a floating interest rate equal to LIBOR plus 3.85%. The interest rate will be adjusted quarterly to reflect changes in LIBOR and can rise to no more than 12.5%. The securities may be called at par by the Company any time after five years from closing. There are no early redemption rights for holders of the securities. The proceeds of the placement will be available for general corporate purposes. ProAssurance currently plans to use most of the funds to ensure that its capital is adequate to support the growth of its professional liability insurance business. ProAssurance's Chairman and Chief Executive Officer, A. Derrill Crowe, M.D., said, "We continue to see opportunities throughout our states of operation to add quality risks at appropriate pricing. We are committed to ensuring that we have the capital to meet the needs of those insureds and to respond to other opportunities that may arise during the year." The Company stated on its recent conference call that it anticipated raising as much as $45 million through the placement of trust preferred securities. A wholly-owned, specially-created subsidiary of ProAssurance is selling trust preferred securities to a pooling and securitization entity, I-Preferred Securities IV, Ltd., which will place the pooled securities with institutional investors. About ProAssurance Corporation ProAssurance Corporation is a specialty insurer with almost $3.0 billion in assets and more than $740 million in gross written premiums. As the nation's fourth largest writer of medical professional liability insurance, ProAssurance's principal professional liability subsidiaries, The Medical Assurance Company, Inc., ProNational Insurance Company, and Red Mountain Casualty Insurance Company, Inc., are recognized leaders in developing solutions which serve the needs of the evolving health care industry. ProAssurance is the tenth largest writer of personal auto coverage in Michigan through its subsidiary, MEEMIC Insurance Company. A.M. Best assigns a rating of "A-" (Excellent) to ProAssurance and its principal subsidiaries; Standard & Poor's assigns the Company's principal professional liability carriers a rating of "A-" ("Strong). Caution Regarding Forward Looking Statements This news release contains historical information as well as forward-looking statements that are based upon ProAssurance's estimates and anticipation of future events that are subject to certain risks and uncertainties that could cause actual results to vary materially from the expected results described in the forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "preliminary," "project," "should," "will," and similar expressions are intended to identify these forward-looking statements. There are numerous important factors that could cause actual results to differ materially from those in the forward-looking statements. Thus, sentences and phrases that convey the Company's view of future events and trends in the medical professional liability insurance marketplace are expressly designated as Forward Looking Statements. The principal risk factors that may cause actual results to differ materially from those expressed in the forward-looking statements are described in various documents filed by ProAssurance Corporation with the Securities and Exchange Commission, including Form 10K for the year ended December 31, 2003. In view of the many uncertainties inherent in the forward-looking statements made in this document, the inclusion of such information should not be taken as representation by the Company or any other person that ProAssurance's objectives or plans will be realized. ProAssurance expressly disclaims any obligation to update or alter its forward looking statements whether as a result of new information, future events or otherwise, except as required by law. CONTACT: ProAssurance Corporation, Birmingham Frank B. O'Neil, 800-282-6242; 205-877-4461 foneil@ProAssurance.com www.ProAssurance.com -----END PRIVACY-ENHANCED MESSAGE-----