8-K

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): June 9, 2005

ProAssurance Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation) 001-16533
(Commission File No.) 63-1261433
(IRS Employer I.D. No.)

100 Brookwood Place, Birmingham, Alabama
(Address of Principal Executive Office) 35209
(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)

|X| 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 7.01 Regulation FD Disclosure

We are furnishing presentation materials, included as Exhibit 99.1 to this report and incorporated herein by reference, which we are using for a presentation to an investor conference on June 9, 2005. We expressly disclaim any obligation to update this presentation and caution that it is only accurate on the date it was presented. The inclusion of any data or statements in this presentation does not signify that the information is considered material.

Caution Regarding Forward-Looking Statements

This filing contains historical information as well as forward-looking statements that are based upon our 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,” “hopeful,” “intend,” “may,” “optimistic,” “preliminary,” “project,” “should,” “will,” and similar expressions are intended to identify these forward-looking statements. There are numerous important factors that could cause our actual results to differ materially from those in the forward-looking statements. Thus, sentences and phrases that we use to convey our view of future events and trends are expressly designated as Forward-Looking Statements as are sections of this filing clearly identified as giving our outlook on future business. 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 we file with the Securities and Exchange Commission, including our most recent Form 10K for the year ended December 31st and Form 10Q for the most recent quarter.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:

Relating to the ongoing operations of the combined companies:

• General economic conditions, either nationally or in our market area, that are worse than expected;

• regulatory and legislative actions or decisions that adversely affect our business plans or operations;

• price competition;

• inflation and changes in the interest rate environment the performance of financial markets and/or changes in the securities markets that adversely affect the fair value of our investments or operations;

• changes in laws or government regulations affecting medical professional liability insurance and practice management and financial services;

• changes to our ratings assigned by A.M. Best;

• the effect of managed healthcare;

• uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance; and changes in the availability, cost, quality, or collectibility of reinsurance;

• significantly increased competition among insurance providers and related pricing weaknesses in some markets.

2

• changes in accounting policies and practices, as may be adopted by our regulatory agencies and the Financial Accounting Standards Board; and

• changes in our organization, compensation and benefit plans.

Relating to the proposed transaction with NCRIC:

• The business of ProAssurance and NCRIC may not be combined successfully, or such combination may take longer to accomplish than expected;

• the cost savings from the merger may not be fully realized or may take longer to realize than expected;

• operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected;

• governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger;

• restrictions on our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations; and

• the stockholders of NCRIC may fail to approve the merger.

We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and wish to advise readers that the factors listed above could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. We do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

3

Item 9.01 Financial Statements and Exhibits

        Exhibit 99.1 – Presentation to Sandler O’Neill Financial Services Conference, June 9, 2005

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: June 9, 2005

PROASSURANCE CORPORATION


By:      /s/ Edward L. Rand, Jr.
     ———————————————
                  Edward L. Rand, Jr.
                  Chief Financial Officer

4

[PowerPoint Presentation begins here as Exhibit 99.1]

5

EX-99.1

June 9, 2005

Sandler O’Neill
Financial Services Conference

President & COO

Chief Financial Officer

Investor Relations Officer

Mr. Victor T. Adamo

Mr. Ned Rand

Mr. Frank O’Neil

0

Caution Regarding Forward Looking Statements

This presentation contains historical information as well as forward-looking statements that are based
upon our estimates and anticipation of future events, including our proposed transaction with NCRIC
Group, Inc. These estimates and events 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,” “hopeful,” “intend,” “may,” “optimistic,”
“preliminary,” “project,” “should,” “will,” and similar expressions, whether used on a slide or in speakers’
remarks, are intended to identify these forward-looking statements. There are numerous important factors
that could cause our actual results to differ materially from those in the forward-looking statements. Thus,
sentences and phrases that we use to convey our view of future events and trends are expressly designated
as Forward-Looking Statements as are sections of this presentation clearly identified as giving our outlook
on future business. 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 we file with the
Securities and Exchange Commission, including the most recent Form 10K for the year ended December
31, and Form 10Q for the most recent quarter. You should also refer to our Form 8K filed February 28,
2005 for specific Cautions and Risk Factors regarding our proposed transaction with NCRIC Group.
Financial data for the medical malpractice segment for all periods prior to June, 2001 reflects Medical
Assurance, Inc. data only, except where noted.

1

ProAssurance Overview

Market Cap: $1 Billion

Gross Premiums: $790 million

Assets: $3.2 billion

Specialty insurer diversified by
product & geography

Experienced, invested management

73% of Premiums

Fourth Largest Writer of Med Mal

The Industry’s Blue Chip Company

27% of Premiums

Targeting the Michigan Education
Community

Significantly Outperforms Peers

PROFESSIONAL LIABILITY

PERSONAL LINES

2

Experienced, Stable Management

13

1

Chief Financial Officer

Ned Rand

Years in
Industry

Years at
Company

Position

Name

23

15

Average

20

10

Sr. Vice President / Claims

Darryl Thomas

25

12

Chief Financial Officer / MEEMIC

Christine Schmitt

18

18

Sr. Vice President / IR

Frank O'Neil

21

21

Chief Accounting Officer

James Morello

30

12

President & CEO - MEEMIC

Lynn Kalinowski

25

9

Chief Underwriting Officer / Actuarial

Howard Friedman

25

25

Vice Chairman

Paul Butrus

21

7

Sr. Vice President  / Marketing

Jeff Bowlby

25

20

President & COO

Victor Adamo

28

28

Chairman & CEO

Derrill Crowe, M.D.

Management is aligned with shareholders–Directors & Officers own 11%

3

The Core of ProAssurance

Professional Liability

4

Creating a Leader Through Acquisitions

1994: Purchased:   West Virginia Hosp. Ins Co.

1995:Acquisition of;

Physicians Ins Co of Indiana

Assumed business of:
Physicians Ins Co of Ohio

1996: Acquisition of:

  Missouri Medical Ins Co

1995: Assumed business of:
          Associated Physicians Ins Co. (IL)

1998: Consolidation with:
           Physicians Protective Trust Fund (FL)

1996: Assumed business of:
           American Medical Ins Exchange (IN)

1997: Affiliated with:   MEEMIC

Founding in
the 1970’s

1999: Assumed business of:
           Medical Defense Associates (MO)

2004:Purchased Selected Renewal Rights from:
          OHIC Insurance Company

Mutual Assurance

Medical Assurance

Physicians Ins.  Co.  of Michigan

Professionals Group

Merger Created

June, 2001

2005: Proposed Acquisition of:
           NCRIC Group

5

Three Year Average 2001-2003

Insuring physicians, hospitals,
dentists and other healthcare
providers

Majority of insureds are smaller
groups and solo practitioners

Superior results through careful
underwriting, proper pricing and
effective claims handling

Professional Liability Snapshot

Statutory Adjusted
Loss Ratio*Medical Malpractice

*Source:A. M. Best Aggregates & Averages
           Medial Malpractice Predominating

US Industry

124.3%

PRA

109.7%

6

$349

$462

$543

$574

2001

2002

2003

2004

Gross Written Premiums*

(millions)

4 Year CAGR:
18.0%

We focus on bottom line results
while growing our top line

Confident in current reserve
levels

Rated “A-” by A. M. Best,
S & P and Fitch

Professional Liability Snapshot

7

Regional Operating Structure

Corporate strategy applied
locally to underwriting &
claims

Local knowledge crucial to
understanding legal
environment

Local presence preserves
long-term customer
relationships

Consolidated Financial Strength With Local Operating Model

Corporate Headquarters

States of Origin or Acquisition

Expansion States

Claims Offices

Claims / Underwriting Offices

+

+

+

+

+

8

Market Leadership

We have advantages of size and scope

Ability to raise capital on a stand alone
basis to support growth

$ 198.5 million since 2002

Capital permits cost-effective use of
reinsurance

Proven M& A capability

NCRIC transaction

9

Regional Operating Structure

Strengthening our
business model by
merging NCRIC into
our operations

Adds Mid-Atlantic
presence

+

+

+

+

+

NCRIC transaction subject to regulatory approvals and approval by NCRIC shareholders

Corporate Headquarters

States of Origin or Acquisition

Expansion States

Claims Offices

Claims / Underwriting Offices

Consolidated Financial Strength With Local Operating Model

10

Strategic Advantages

Stock-for-stock transaction to close
early in Q3

Ease of Integration

Similar backgrounds and operating models

Strengthens our business in states we had
targeted for growth

Strengthens PRA’s position as the market
leader

11

Aggressive Claims Defense

Driven from the top of the organization

Our long-term competitive advantage

Aggressive defense of non-meritorious
claims

Cases Tried in 2004: 528

2002: 360; 2003: 391

Generates lower costs and higher loyalty

12

Closed Claim Outcome Comparison

14.0%

4.4%

12.3%

69.3%

Dropped or Dismissed  

Defense Verdict  

Plaintiff Verdict  

Settled

24.4%

0.8%

5.1%

69.7%

Favorable
Outcomes: 83.3%

Favorable
Outcomes: 74.8%

ProAssurance 2004

Physician Insurers
Association, 2003

Latest Available Data

13

Three-Year Loss Ratio Comparisons

Our focus on claims
defense allows us to
achieve better
results

88.3%

55.8%

36.0%

53.9%

Average Statutory Loss Ratio

2001-2003

US Industry

124.3%

PRA

109.7%

Legal
Payments

Loss
Payments

*Source:  A. M.  Best Aggregates & Averages

                   Medial Malpractice Predominating

14

Average Indemnity Comparison

ProAssurance PIAA 2003

2004

Weighted Average Indemnity Per Closed Claim

Latest Available Data

$63,399

$82,146

15

Professional Liability Combined Ratio

Source: ProAssurance Statutory Filings and A. M. Best Statutory Results

129.7%

133.8%

142.5%

135.2%

128.1%

154.2%

88.2%

109.4%

125.2%

124.5%

111.6%

104.8%

1999

2000

2001

2002

2003

2004

PRA PL Only

PL Industry

A. M. Best
Estimate

Combined Ratio 1999-2004

Measures overall Operating Success

16

Pricing Remains Strong

Rate increases ensured higher
premium per unit of risk

19% in 2004

28% in 2003

28% in 2002

23% in 2001

Continuous re-underwriting of our book

New insureds balance out non-renewals

17

Looking Ahead to 2005

Continued growth at adequate rates

Ensures proper margins on each policy

Adding insureds through growth in
existing markets and through M&A

Competitors’ capacity remains
constrained

Growth in Red Mountain Casualty

Our E & S market

18

Looking Ahead: Tort Reform

Federal tort reform remains uncertain

State-by-state reforms

Passed in many states (GA, FL, OH, PA, TX & WV)

Long-term effectiveness yet to be proven

No judicial review yet—could be found unconstitutional

Organizational efforts in many other states

ProAssurance’s business plans do not depend
on tort reform

19

Proven, Consistent Results

Personal Lines

20

Personal Lines Snapshot

MEEMIC targets teachers and
the educational community

Primarily personal auto (81%)

Also homeowners and boat

$130

$142

$174

$197

$216

2000

2001

2002

2003

2004

Direct Written Premiums

(millions)

5 Year CAGR:
13.5%

21

Careful underwriting in a
preferred market

Peer-to-peer selling model
provides a solid foundation

Incremental expansion underway

Rated “A-”

*Source: A. M. Best

Five Year Average 1999-2003

MI
Industry

86.9%

MEEMIC

68.2%

Statutory Adjusted Loss Ratio*
Private Passenger Auto

Superior Results

Personal Lines Snapshot

22

MEEMIC’s Importance

2004 accomplishments

Combined ratio of 83.4%

Tenth straight year of underwriting
profitability

Growth in Premiums and Policyholders

Consistent results

23

Industry-Leading Results

65.2%

70.3%

64.6%

65.8%

61.3%

23.7%

23.8%

23.1%

22.1%

22.1%

2000

2001

2002

2003

2004

GAAP Combined Ratio

Expense Ratio

Loss Ratio

_88.9%

_94.1%

_87.7%

_87.9%

Source: A. M. Best

_83.4%

5 Year Average of 88.4%

24

MEEMIC: Steady Growth

Premiums continue to increase in a
softening market

Up 10% for 2004

Up 13% for 2003

Increasing value of cars and homes
insured

Sustained policyholder growth in all lines

25

The Heart of ProAssurance

Financial Overview

26

Financial Highlights

Consolidated Combined Ratio
below 100 for 2004

Solid bottom line growth

Continued growth in
top line as well

Cash flows at all time high

$36.3

$61.3

$177.0

$282.8

$373.5

2000

2001

2002

2003

2004

Merger Created ProAssurance in June 2001

Cash Flow from
Operations

27

Balance Sheet Progression

in millions

Q1 200520042003Change

Balance Sheet Strength Sets
ProAssurance Apart

March 31, 2005, Unaudited; December 31, 2004, Audited

Y-to-Y

28

Total Assets

$

3,341

$

3,239

$

2,879

Cash & Invested Assets

$

2,548

$

2,485

$

2,103

Total Policy Liabilities

$

2,503

$

2,413

$

2,173

Shareholders’ Equity

$

612

$

611

$

546

13%

18%

11%

12%

High Quality, Liquid Investment Portfolio

Conservative portfolio

No derivatives

Managed by outside advisors

Average fixed maturity duration
of 3.9 years

High quality fixed income portfolio

Weighted average rating of “AA”

99.1% investment grade

Avg. tax-equivalent yield: 4.8%

Net unrealized gain: $1.9 mln

Affected by recent interest rate
movement

Cash

5%

Equities

1%

Other

2%

Fixed

Securities*

92%

Total = $2.5 billion

* Includes Preferred Stock and Business-Owned Life Insurance

March 31, 2005, Unaudited

29

2004 Income Statement vs. 2003

20042003Change

December 31, 2004, Audited

Y-to-Y

in millions, except per share data

30

Gross Premiums Written

$

789.7

$

740.1

7%

Net Investment Income

87.2

73.6

19%

Total Revenue

794.6

709.6

12%

Total Expenses

697.1

659.3

6%

Net Income

$

72.8

$

38.7

88%

Net Income/Share (diluted)

$

2.37

$

1.32

80%

Cash from Operations

$

373.5

$

282.8

32%

Q1 Income Statement Comparison

March 31, 2005, Unaudited

in millions, except per share data

3/31/053/31/04  Change

Y-to-Y

31

Gross Premiums Written

$ 215.7

$218.7

-1%

Net Investment Income

25.4

19.9

28%

Total Revenue

202.2

192.4

5%

Total Expenses

172.0

171.0

1%

Net Income

$

21.9

$

16.0

37%

Net Income/Share (diluted)

$

0.71

$

0.52

37%

Cash from Operations

$

97.5

$

94.7

3%

ProfessionalPersonal

LiabilityLinesConsolidated

Q1, 2005 Income by Segment

in millions, except per share data

March 31, 2005, Unaudited

32

Gross Premiums Written

$

163.4

$

52.3

$

215.7

Net Investment Income

21.9

3.0

25.4

Total Revenue

151.4

50.3

202.2

Total Expenses

130.2

39.6

172.0

Net Income

$

21.9

Net Income/Share (diluted)

$

0.71

Cash from Operations

$

97.5

Consistent Growth in Book Value per Share

$3.67

$6.27

$8.56

$11.57

$13.92

$16.02

$18.77

$20.92

1991

1993

1995

1997

1999

2001

2003

2004

Annual stock price performance of
PRA and predecessors is 18.9%
since inception in September, 1991

33

Key Objective: 12%-14% ROE

ROE targets drive our ultimate
consolidated combined ratio goals

Professional Liability: 96% or lower

Personal Lines: 94% or lower

Combined Ratio History

2005:<99.2% (goal)

2004:  99.2%

2003:105.1%

2002:113.0%

34

Will History Repeat Itself—Again?

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

1976

1979

1982

1985

1988

1991

1994

1997

2000

2003

Premium

Initial Reserve

Developed Loss

(Estimated)

(Actual)

Source: A. M. Best Aggregates and Averages 1976 – 2001     

12/31/2001

Medical Malpractice Industry, Net Basis Occurrence and Claims-Made Combined

35

Will History Repeat Itself—Again?

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

1976

1979

1982

1985

1988

1991

1994

1997

2000

2003

Premium

Initial Reserve

Developed Loss

(Estimated)

(Actual)

12/31/2001

Source: A. M. Best Aggregates and Averages 1976 – 2003     

Medical Malpractice Industry, Net Basis Occurrence and Claims-Made Combined

36

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

1976

1979

1982

1985

1988

1991

1994

1997

2000

2003

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

1976

1979

1982

1985

1988

1991

1994

1997

2000

2003

12/31/2001

Premium

Initial Reserve
(Estimate)

Developed Loss
(Actual)

Will History Repeat Itself—Again?

37

Our Opportunities

Leader in medical malpractice industry

Organic growth and M&A expansion

Proven platform with regional operating
approach

Attractive niche personal lines business

Experienced management team focused on
driving returns

Conservative financial position

38

June 9, 2005

Sandler O’Neill
Financial Services Conference

President & COO

Chief Financial Officer

Investor Relations Officer

Mr. Victor T. Adamo

Mr. Ned Rand

Mr. Frank O’Neil

39