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): January 9, 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 (17CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange
     Act (17CFR 240.13e-(c))


                                     Page 1




Item 8.01 Other Events.

     On  December  8,  2005  ProAssurance  Corporation  (the  "Registrant")  and
Physicians  Insurance Company of Wisconsin,  Inc. ("PIC Wisconsin") entered into
an Agreement  and Plan of Merger which  provides for the merger of PIC Wisconsin
into a newly formed wholly owned  subsidiary of the Registrant.  Under the terms
of the merger  agreement,  the shares of common stock of PIC  Wisconsin  will be
converted  into and  exchanged  for shares of  Registrant's  common stock at the
effective time of the merger.  The Registrant is required to register the shares
to be issued in the  merger  under  the  Securities  Act of 1933 and will file a
registration  statement with the SEC on Form S-4 (the 'Registration  Statement")
in order to register the shares

     This transaction requires various regulatory  approvals,  including that of
the Office of the  Commissioner  of  Insurance  of the State of  Wisconsin  (the
"Wisconsin  OCI").  In order to obtain  that  approval  we have  filed  with the
Wisconsin OCI a document commonly referred to as a Form A, providing information
relevant to the merger.

     The   Wisconsin  OCI  has  posted  much  of  the  Form  A  on  its  website
(www.oci.wi.gov)  and will post amendments to that Form A, and other information
as it deems  necessary.  We are filing this Current  Report on Form 8K to comply
with SEC Rule 425 to provide copies of those  Amendments that we believe will be
posted by the  Wisconsin  OCI.  We will  continue to file  Amendments  and other
information  that we provide to the  Wisconsin  OCI and that we believe  will be
posted  by the  Wisconsin  OCI to their  website.  However,  the  Wisconsin  OCI
maintains  the contents of its website and we may not be aware of all  materials
they post on that website.

     The  merger  is  also  subject  to  approval  of  the  shareholders  of PIC
Wisconsin.  The  Registration  Statement to be filed with the SEC will include a
proxy  statement-prospectus that will be used to solicit proxies for the meeting
of the shareholders of PIC Wisconsin that will be held to consider and vote upon
the merger.  Shareholders  of PIC Wisconsin  are urged to read the  Registration
Statement (and the proxy statement-prospectus included therein) when it is filed
with the SEC as it will include important  information  regarding the Registrant
and  the  proposed  merger.  You  will  be able  to  obtain  a free  copy of the
Registration Statement as well as other information concerning the Registrant at
the SEC's site on the internet (http://www.sec.gov).  Copies of the Registration
Statement  and the SEC filings  that will be  incorporated  by  reference in the
Registration  Statement can be obtained,  without charge, by directing a request
to Frank  B.  O'Neil,  Senior  Vice  president,  Corporate  Communications,  100
Brookwood Place, Birmingham AL 35209, telephone (205) 877-4461.

     Caution Regarding Forward Looking Statements

     This  report  and  exhibit  contain  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


                                     Page 2




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:

     o    Relating to the ongoing operations of the combined companies:

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

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

     o    price competition;

     o    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;

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

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

     o    the effect of managed healthcare;

     o    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;

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

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

     o    changes in our organization, compensation and benefit plans.

     Relating to the proposed transaction with PIC Wisconsin:

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

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

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

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


                                     Page 3




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

     o    the stockholders of PIC Wisconsin 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.

Item 9.01 Financial Statements and Exhibits

Exhibit No.     Description

    2.1         Amendment  #1 to  Form A to be published on  the website  of the
                Wisconsin OCI.

    2.2         Exhibit B, Amendment #1 to Form A to be published on the website
                of the Wisconsin OCI.


                                    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: January 10, 2006

                                      PROASSURANCE CORPORATION




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


                                     Page 4

EX-2.1

Exhibit 2.1 / AMENDMENT 1 TO FORM A


                                     FORM A
                                 Amendment No. 1

                STATEMENT REGARDING THE ACQUISITION OF CONTROL OF
                        OR MERGER WITH A DOMESTIC INSURER

             Filed with the Office of the Commissioner of Insurance
                               State of Wisconsin

                 PHYSICIANS INSURANCE COMPANY OF WISCONSIN, INC.

                                       BY

                            PROASSURANCE CORPORATION

Filed with the insurance department of Wisconsin

Dated:   January 9, 2006

Name, Title, Address and Telephone Number of Individual to Whom Notices and
Correspondence Concerning This Statement Should Be Addressed:

Victor T. Adamo, Esq, CPCU                   William T. Montei
President                                    President
ProAssurance Corporation                     Physicians Insurance
100 Brookwood Place, Suite 300               Company of Wisconsin, Inc.
Birmingham, Alabama  35209                   1002 Deming Way
(205)877-4470                                Madison, Wisconsin  53717
                                             (608) 831-8331
with copies to:

Jon C. Nordenberg                            Jeffrey B. Bartell
Boardman Suhr Curry & Field LLP              William J. Toman
One South Pinkney Street, 4th Floor          Quarles & Brady LLP
P.O. Box 927                                 One South Pinckney St., Suite 600
Madison, Wisconsin  53701                    Madison, Wisconsin  53703
(608) 257-9521                               (608) 251-5000

and

Jack P. Stephenson
Burr & Forman LLP
3100 Southtrust Tower
420 North 20th Street
Birmingham, Alabama  35203
(205) 458-5201


                         Page 1, AMENDMENT 1 TO FORM A



Exhibit 2.1 / AMENDMENT 1 TO FORM A


ITEM 2.           IDENTITY AND BACKGROUND OF THE APPLICANT

(c)      Organizational Chart:
         ---------------------

         Please see the attached revised organizational chart. Exhibit B(1).

         Specialty Underwriters Reinsurance Facility was dissolved effective
         December 9, 2005 and is no longer a part of the ProAssurance Holding
         Company Group.

         NCRIC Physicians Organization, Inc. was sold by ConsiCare, Inc. to
         NCRIC Corporation effective December 12, 2005 for a nominal amount due
         to the pending sale of ConsiCare and HCI Ventures.

         ConsiCare, Inc. and HCI Ventures, LLC were sold to a non-affiliate
         effective December 31, 2005 and are no longer part of the ProAssurance
         Holding Company Group.

         MEEMIC Insurance Company and MEEMIC Insurance Services Corporation were
         sold to Motors Insurance Corporation effective January 1, 2006 and are
         no longer part of the ProAssurance Holding Company Group.

         MEEMIC Holdings, Inc. filed paperwork to change its name to MEMH
         Holdings, Inc. on January 5, 2006 in conjunction with the sale of
         MEEMIC Insurance Company and MEEMIC Insurance Services Corporation.


ITEM 3.  IDENTITY AND BACKGROUND OF INDIVIDUALS ASSOCIATED WITH APPLICANT

         Board of Directors of ProAssurance

Set forth  below  are the  names and  addresses  of the  current  directors  and
executive  officers of ProAssurance  and a brief  description of their principal
occupations and employment during the last five (5) years. None of the directors
or  executive  officers of  ProAssurance  has ever been  convicted in a criminal
proceeding  (excluding  traffic violations not involving death or injury) during
the last 10 years.

ProAssurance is a publicly traded company. According to the latest reports filed
with the SEC,  there are no owners of 10% or more of the  voting  securities  of
ProAssurance.  The current directors and executive  officers can be contacted at
100 Brookwood Place, Birmingham, Alabama 35209.


                         Page 2, AMENDMENT 1 TO FORM A



Exhibit 2.1 / AMENDMENT 1 TO FORM A


          EXECUTIVE OFFICERS


JEFFREY P. LISENBY - - (Age 37) Secretary.  Mr. Lisenby was elected Secretary of
          ProAssurance effective January 1, 2006. Mr. Lisenby also has served as
          Vice President and Legal Counsel of  ProNational  and TMAC since 2001.
          Prior to joining ProAssurance,  Mr. Lisenby was in private practice in
          Birmingham,  Alabama, from 1996 to 2001 and served as a judicial clerk
          for the United  States  District  Court for the  Northern  District of
          Alabama  from 1995 to 1996.  Mr.  Lisenby  also holds  positions as an
          officer of various direct and indirect subsidiaries of ProAssurance.

          Mr. Lisenby's Biographical Affidavit is attached as Exhibit C.


ITEM 12. FI NANCIAL STATEMENTS AND EXHIBITS

     (a)   Exhibit B(1)         Organizational Chart

           Exhibit C            Biographical Affidavits for the following
                                ProAssurance Corporation Officers and Directors:

                                Jeffrey P. Lisenby


                         Page 3, AMENDMENT 1 TO FORM A



Exhibit 2.1 / AMENDMENT 1 TO FORM A


ITEM 13. SIGNATURE AND CERTIFICATION

          SIGNATURE

Pursuant to the  requirements  of ch.  Ins.  40, Wis.  Adm.  Code,  ProAssurance
Corporation  has caused this  application to be duly signed on its behalf in the
city of Birmingham, and the state of Alabama on the 9th day of January, 2006.


(SEAL)


                                         ProAssurance Corporation

                                         BY: /s/ Victor T. Adamo
                                             -------------------
                                         ITS:    President

Attest:

/s/ Edward L. Rand, Jr.
- -----------------------
BY: Senior Vice President


                                  CERTIFICATION

The undersigned deposes and says that he has duly executed the attached
application dated January 9, 2006 for and on behalf of ProAssurance Corporation;
that he is the President of such company and that he is authorized to execute
and file such instrument.

Deponent further says that he is familiar with the instrument and the contents
thereof, and that the facts therein set forth are true to the best of his
knowledge, information and belief.


                                         /s/ Victor T. Adamo
                                         -------------------
                                         Victor T. Adamo, President

Subscribed and sworn to this

9th day of January, 2006



/s/ Kathryn A. Neville
- ----------------------
Notary Public:  Kathryn A. Neville
My Commission Expires on: 3/13/06


                         Page 4, AMENDMENT 1 TO FORM A



Exhibit 2.2 / EXHIBIT B, AMENDMENT 1 TO FORM A


ORGANIZATIONAL CHART


                             [SEE SUPPLEMENTAL PDF]



                    Page 1, EXHIBIT B, AMENDMENT 1 TO FORM A