-----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, SSNrcQRw+nidHLV/em5BRHyGuUmHQGLD7QThQbxzsC7Oi7gEpta36jjqWaVO5td0 mx9oSc0d+tqvw+3+kWLa9Q== 0001157523-05-006090.txt : 20050713 0001157523-05-006090.hdr.sgml : 20050713 20050713165419 ACCESSION NUMBER: 0001157523-05-006090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050713 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050713 DATE AS OF CHANGE: 20050713 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: 05952768 BUSINESS ADDRESS: STREET 1: 100 BROOKWOOD PLACE CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2058774400 8-K 1 a4930008.txt PROASSURANCE CORPORATION, 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): July 13, 2005 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) |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 On July 13, 2005, ProAssurance Corporation and NCRIC Group, Inc. jointly announced that the District of Columbia Department of Insurance, Securities and Banking ("DISB") has approved the proposed acquisition of NCRIC, Inc., the insurance subsidiary of NCRIC Group, as part of ProAssurance's proposed acquisition of NCRIC Group. This acquisition is taking place pursuant to a merger agreement dated February 28, 2005. Item 9.01 Financial Statements and Exhibits Exhibit 99.1 - News release dated July 13, 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. 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: July 13, 2005 PROASSURANCE CORPORATION By: /s/ Howard H. Friedman -------------------------------------- Howard H. Friedman Corporate Secretary 3 EX-99.1 2 a4930008ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 District of Columbia Department of Insurance Approves Proposed Acquisition of NCRIC, Inc. by ProAssurance BIRMINGHAM, Ala. and WASHINGTON--(BUSINESS WIRE)--July 13, 2005--ProAssurance Corporation (NYSE: PRA) and NCRIC Group, Inc. (NASDAQ: NCRI) today jointly announced that the District of Columbia Department of Insurance, Securities and Banking ("DISB") has approved the proposed acquisition of NCRIC, Inc., the insurance subsidiary of NCRIC Group, as part of ProAssurance's proposed acquisition of NCRIC Group. This acquisition is taking place pursuant to a merger agreement dated February 28, 2005. NCRIC Group has scheduled a special meeting of shareholders to be held on August 2, 2005 for the purpose of approving the merger agreement. The transaction is expected to close subsequent to the meeting of shareholders. "We are very pleased by the decision of the insurance department," said R. Ray Pate, Jr., president and CEO of NCRIC. "We believe that the decision of the commissioner and his staff recognizes the benefits that this transaction brings to NCRIC policyholders." A. Derrill Crowe, M.D., chairman and CEO of ProAssurance, expressed ProAssurance's enthusiasm for building on the foundation that NCRIC has established in the District of Columbia. "NCRIC has a solid reputation for customer service and advocacy on behalf of its physician policyholders that is much like ours," said Dr. Crowe. "We look forward to continuing NCRIC's strong tradition of serving the needs of the medical community of the District of Columbia and the surrounding area." ProAssurance has filed a registration statement with the SEC (File No. 333-124156) that includes the proxy statement-prospectus for the special meeting of shareholders to be held on August 2, 2005. Investors and shareholders of ProAssurance and NCRIC Group are urged to read the proxy statement-prospectus because it contains important information regarding the transaction and their legal rights. Investors and shareholders can obtain a free copy of the proxy statement-prospectus as well as other documents filed by ProAssurance and NCRIC Group with the Securities and Exchange Commission at the Securities and Exchange Commission's website at www.sec.gov, and from the Investor Relations section of both companies' websites (www.ProAssurance.com and www.NCRIC.com). These documents are also available without charge upon request to either: ProAssurance Corporation Frank B. O'Neil Senior Vice President, Corporate Communications 205-877-4460 or 800-282-6242 foneil@ProAssurance.com or NCRIC Group Eric R. Anderson Senior Vice President, Corporate Communications 202-969-3102 or 800-613-3615 anderson@NCRIC.com About ProAssurance ProAssurance is a specialty insurer with more than $3.2 billion in assets and $790 million in gross written premiums in 2004. As the nation's fourth largest writer of medical professional liability insurance, our 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. We are the tenth largest writer of personal auto coverage in Michigan through our subsidiary, MEEMIC Insurance Company. A.M. Best assigns a rating of "A-" (Excellent) to ProAssurance and our principal professional liability subsidiaries and MEEMIC, Standard & Poor's assigns our principal professional liability carriers a rating of "A-" ("Strong"), and Fitch assigns a rating of "A-" to our subsidiaries The Medical Assurance Company, ProNational Insurance Company and MEEMIC Insurance Company. About NCRIC Group NCRIC is a healthcare financial services organization that assists individual physicians and groups of physicians in managing their practices by providing medical professional liability insurance, practice management and financial services, and employee benefits plan design and pension administration. In addition to its headquarters in Washington, D.C., NCRIC has offices in Wilmington, Delaware; Greensboro, North Carolina; Richmond and Lynchburg, Virginia; and Charleston, West Virginia. NCRIC provides services to more than 4,600 physician clients. Caution Regarding Forward-Looking Statements This news release 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 news release 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 Form 10K for the year ended December 31, 2004 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. -- 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 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. CONTACT: ProAssurance Frank B. O'Neil, 800-282-6242 or 205-877-4461 foneil@ProAssurance.com or NCRIC Group Eric R. Anderson, 800-613-3615 or 202-969-3102 anderson@NCRIC.com -----END PRIVACY-ENHANCED MESSAGE-----