-----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, UaX13fJMz+QomByFkLEMrc3U1aySG/aTQWwBdSWtiAtfwvOq6UBo1j9PsbdStmtM q2W1Rbu2qy1ES7d88vg9yg== 0001157523-06-002830.txt : 20060320 0001157523-06-002830.hdr.sgml : 20060320 20060320093651 ACCESSION NUMBER: 0001157523-06-002830 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20060320 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060320 DATE AS OF CHANGE: 20060320 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: 06697552 BUSINESS ADDRESS: STREET 1: 100 BROOKWOOD PLACE CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2058774400 8-K 1 a5104525.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): March 20, 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)) 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 has filed a registration statement with the SEC on Form S-4 (the 'Registration Statement") (Commission File Number: 333-131874) 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 filed with the SEC includes 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) as it includes important information regarding the Registrant and the proposed merger. You may 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, from the Investor Relations section of the Registrant's website, www.ProAssurance.com, or 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 Page 2 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 S-4 filed December 15, 2006, Form 10K for the most current year ended December 31, 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 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; o changes to our ratings assigned by rating agencies; o the effects 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 our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations; o changes in accounting policies and practices, as may be adopted by our regulatory agencies and the Financial Accounting Standards Board; o changes in our organization, compensation and benefit plans; and o any other factors listed or discussed in the reports we file with the Securities and Exchange Commission under the Securities Exchange Act of 1934. 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 the stockholders of PIC Wisconsin may fail to approve the merger; and Page 3 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. 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 Letter to the Wisconsin OCI. 2.2 Exhibit A, Page 22 from Agreement and Plan of Merger. The Agreement and Plan of Merger as originally executed was filed in a Current Report on Form 8K on December 9, 2005 and is incorporated herein by reference. The Agreement and Plan of Merger was amended as of February 14, 2006. The amendment was filed in a Current Report on Form 8K on February 14, 2006 and is incorporated herein by reference. 2.3 Exhibit B, Excerpt from ProAssurance's 2005-2008 Strategic Plan. 2.4 Exhibit C, Listing of ProAssurance Subsidiaries. 2.5 Exhibit D, Form B filed by The Medical Assurance Company, Inc., May 27, 2005. 2.6 Exhibit E, Form B filed by ProNational Insurance Company, April 27, 2005. 2.7 Exhibit F, Pages 36-38 of our Registration Statement (Commission File Number: 333-131874), filed on February 15, 2006 and incorporated herein by reference. 2.8 Exhibit G, Letters of Transmittal, which accompanied copies of our Form A filing, sent to the Alabama Insurance Department and the Michigan Office of Financial and Insurance Services. 2.9 Exhibit H, PIC Wisconsin's request to the Michigan Office of Financial and Insurance Services for an exemption from re-qualification. 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: March 20, 2006 PROASSURANCE CORPORATION By: /s/ Edward L. Randl ----------------------- Edward L. Rand, Jr. Chief Financial Officer Page 4 EX-2.1 2 a5104525ex2_1.txt EXHIBIT 2.1 Exhibit 2.1 / Letter to the Wisconsin OCI. March 6, 2006 Mr. Tim Vande Hey Insurance Financial Examiner - Advanced Bureau of Financial Analysis and Examinations 125 South Webster Street Madison, Wisconsin 53707-7873 Re: Acquisition of Control of Physicians Insurance Company of Wisconsin Inc. by ProAssurance Corporation (Case No. 06-C29893) Dear Mr. Vande Hey: Thank you for your letter of February 28, 2006 in regards to the above captioned matter. The following information is in response to the items that were requested in connection with your Office's review of the proposed acquisition of control of Physicians Insurance Company of Wisconsin Inc. (hereinafter also, "PIC-WI"). In preparing these responses, ProAssurance has endeavored to locate all material management communications that have been requested in your letter of February 28, 2006. Any such communications have been supplied as noted in the responses below. Acquisition of PIC-WI 1. Please describe the process, time frame, and deliberations by ProAssurance Corporation's management and boards of directors concerning the current plan to acquire PIC-WI. In March 2005, Cochran, Caronia & Co. ("Cochran"), PIC-WI's investment banking firm, contacted ProAssurance, among other companies, to determine if ProAssurance was interested in obtaining a non-controlling interest in PIC-WI. ProAssurance informed Cochran it was not interested in pursuing this option. In April 2005, Cochran contacted ProAssurance to discuss ProAssurance's interest, if any, in becoming a strategic partner of PIC-WI in a potential merger with PIC-WI. ProAssurance executed a confidentiality agreement and met with representatives of PIC-WI to obtain further insights. In June 2005, ProAssurance representatives met with the PIC-WI board to discuss a potential transaction and a non-binding proposal though which PIC-WI would become a part of ProAssurance, and its shareholders would receive either stock or cash, or a combination of stock and Page 1, Cover Letter cash, in consideration for their shares. ProAssurance initially proposed a merger transaction in which PIC-WI's shareholders would have a right to receive (i) the greater of the statutory book value or $4,000 in cash, or (ii) shares of ProAssurance common stock with a value of the greater of 105% of the statutory book value or $4,200. By July 2005, ProAssurance had increased its offer to ProAssurance common stock with an implied value of $5,000 per share of PIC-WI common stock or cash equal to the greater of $4,000 or the statutory book value per share of PIC-WI common stock. ProAssurance later withdrew the cash option from its offer. In October 2005, the PIC-WI board directed its management to continue due diligence with ProAssurance and prepare a definitive agreement for the PIC-WI board's consideration. During October and November, 2005, ProAssurance and PIC-WI performed due diligence on each other and evaluated the results. An oral presentation of the findings was presented to the ProAssurance board on December 7, 2005. After careful consideration, at its meeting on December 7, 2005, ProAssurance's board determined that the merger agreement and the merger are in the best interest of ProAssurance and its stockholders. Accordingly, ProAssurance's board, by unanimous vote of the directors, adopted the merger agreement. For a more complete discussion regarding the timeframe of the transaction, please see pages 22-27 of the S-4 Registration Statement. 2. Provide copies of the portions of the board minutes of ProAssurance Corporation that relate to deliberations on the proposed acquisition of PIC-WI's shares or related transactions. Due to the confidential nature of the content of the ProAssurance Board minutes that discuss the PIC-WI transaction, copies will be submitted supplementally. 3. Please provide page 22 of the Agreement and Plan of Merger as the page was not provided in the filing. Page 22 of the Agreement and Plan of Merger is attached as Exhibit A. 4. How has ProAssurance Corporation estimated the fair market value of PIC-WI in determining what to offer for the shares of PIC-WI? Please provide copies of any management communications that relate to this topic. ProAssurance management evaluated the transaction based on the book value of PIC-WI, the strategic value of the transaction to ProAssurance and the form of consideration being paid (the book value market multiple of ProAssurance's common stock). Page 2, Cover Letter ProAssurance retained the services of an investment banking firm to provide a fairness opinion as to the purchase price offered for PIC-WI stock. The opinion which was presented to the ProAssurance board at the December 7, 2005 meeting, evaluates the proposed transaction as it relates to recent similar transactions and overall pricing methodologies used in the industry. Due to the confidential nature of management's evaluation and the fairness opinion presentation, copies of these materials will be submitted supplementally. 5. Please identify the intended benefits to the ProAssurance Group that is expected to be achieved by the proposed acquisition of PIC-WI. In concluding that the merger is in the best interests of ProAssurance and its stockholders, ProAssurance's board considered information and analyses regarding the business of PIC-WI and the proposed merger provided by management and by outside financial, legal and actuarial advisors. ProAssurance's board considered the following factors that supported the decision to approve the merger: o The merger with PIC-WI is consistent with ProAssurance's goal of building a larger and stronger professional liability organization with similar classes of business in states within or adjacent to ProAssurance's geographic footprint. o The merger will continue the expansion of ProAssurance's medical professional liability insurance business through combinations with other professional liability insurers. o ProAssurance has had success integrating other companies like PIC-WI that were originally formed by physicians and that are close with the local physician community. o PIC-WI's claims and underwriting staff will enable ProAssurance to apply local knowledge to individual risk selection and claims management in Wisconsin and surrounding states. o The merger has been recommended by ProAssurance management and [financial advisor] has advised that the transaction is fair to the shareholders of ProAssurance. o A further discussion regarding the benefits of the PIC-WI transaction are contained on pages 35 and 36 of the S-4 Registration Statement. Operations 6. Does ProAssurance Corporation expect PIC-WI to expand or contract its territory of operations? Please provide copies of any management communications that relate to this topic. Page 3, Cover Letter See answer to question 7 and the Plan of Operation which was submitted as an exhibit to the Form A. 7. Which types of insurance programs and services will ProAssurance Corporation expect PIC-WI to seek to expand, reduce or terminate following the proposed change in control? Please provide copies of any management communications that relate to this topic. Post merger, it is the intent of ProAssurance to continue PIC-WI as a Wisconsin domiciled insurer and maintain its strong presence in Wisconsin and allow it to continue to service its core market. PIC-WI's Madison, Wisconsin office will also serve as ProAssurance's Northwest regional office. The existing PIC-WI Claims office in Madison will remain in place. ProAssurance intends to locate underwriting, policy administration, and risk management operations for Wisconsin, Iowa, Minnesota, Nebraska, Nevada and South Dakota into the PIC-WI office in Madison. Any admitted business currently written by the ProAssurance in these states will be transferred to Madison for policy administration. Underwriting, policy administration, and risk management for the Illinois business of PIC-WI will be consolidated into the ProAssurance underwriting office located in Okemos, Michigan and claims will be serviced by the existing ProAssurance claims office in Lisle, Illinois. ProAssurance intends to continue to write all Wisconsin business through PIC-WI as a statutory company. At this time, a decision has not been made as to which statutory entity will be utilized to write the PIC-WI and ProAssurance business outside of Wisconsin. All local offices of ProAssurance have the ability to issue coverage through any of the ProAssurance statutory entities; and, accordingly, the Madison office will have access to the other ProAssurance statutory admitted companies. Initially, the business will continue to be written through the current companies. In the future, business may be transferred between companies upon policy renewal, with these decisions based primarily on the capacity and rating agency considerations. For any insureds that are ultimately moved from one carrier to another carrier within the ProAssurance group, tenure with the prior company will be honored for purposes of a free tail due to Death, Disability or Retirement. Other than administrative changes noted above, ProAssurance does not have any plans to contract PIC-WI territories. ProAssurance is hopeful that PIC-WI will be able to expand its current writings in its existing territories. Any growth outside its current territories will be dependent on its underwriting capacity to sustain further growth and markets whereby PIC-WI will not be in direct competition with other ProAssurance insurers. Please refer also to the information presented in the Plan of Operations submitted as an exhibit to the Form A filed with the OCI in conjunction with this transaction. Page 4, Cover Letter 8. Does ProAssurance Corporation expect PIC-WI to reduce or terminate services in any region of this State in which it is currently active? Please provide copies of any management communications that relate to this topic. ProAssurance does not intend to reduce or terminate services currently provided by PIC-WI in Wisconsin. Please see the response to question 7 above and the Plan of Operations 9. Does ProAssurance Corporation plan to have PIC-WI purchase or sell any books of business over the next twelve months? Please provide copies of any management communications that relate to this topic. ProAssurance does not have any plans for PIC-WI to purchase or sell any books of business over the next twelve months. As a matter of general practice, ProAssurance evaluates opportunities to purchase books of business. Such opportunities could involve PIC-WI if the books of business are in the states served by PIC-WI. 10. As noted in your filing, ProAssurance Corporation while licensed in many of the same jurisdictions as PIC-WI hasn't obtained a similar market presence in several of the jurisdictions. Please explain why the company hasn't either more aggressively pursued business in these jurisdictions or has been unsuccessful in its pursuit of these jurisdictions. You may exclude Wisconsin from your response to this specific question. ProAssurance, through its insurance subsidiaries, has obtained licenses in several states surrounding its domicilary states in order to accommodate boarder situations for insureds it is currently servicing. In addition, possessing these licenses places the company in a position to acquire either books of business or entire companies, whichever the case may be, when presented with attractive business opportunities. Much of ProAssurance's growth has been through mergers and acquisitions of both companies and books of business. Since it is very difficult for medical malpractice companies to successfully enter a market with no history or ties to that market, ProAssurance typically will only enter a market through merger and acquisition activities or very slowly over a number of years through organic growth. 11. To what extent does ProAssurance Corporation medical liability rates reflect distinctions specific to individual jurisdictions and to what extent do rates charged reflect cross-jurisdictional pressures common to medical liability market in general. When calculating rates for a specific state, ProAssurance uses loss cost and trend information from that particular state. If ProAssurance has no loss experience of its own from the state with which to project the pure premium, then information is utilized from the rate filings of the largest writers of professional liability insurance from that jurisdiction. Accordingly, loss costs are calculated entirely based on state specific information. The loads for commissions, taxes, licenses, and fees are also based on state specific requirements. Page 5, Cover Letter Some rating items, however, are based on ProAssurance's countrywide experience, supplemented with industry information as compiled by the Insurance Services Office (ISO), with their permission. These items include increased limits factors and specialty relativities. Once loss experience is available for a specific state, however, these two items are reviewed on an annual basis to ascertain whether the increased limits factors or specialty relativities need to be adjusted to reflect state specific experience. Other expenses which are based on companywide, cross jurisdictional data include the load for Death, Disability, and Retirement reporting endorsements for claims-made coverage, the load for Profit and Contingencies, and the load for General and Other Acquisition Expenses. 12. What changes does ProAssurance Corporation expect will occur in regards to PIC-WI concerning the factors determining rate levels? Please provide copies of any management communications that relate to this topic. In general, ProAssurance does not anticipate any significant changes in the factors that determine the rate levels for PIC-WI. The expense levels that underlie current PIC-WI rates are quite similar to those currently utilized by ProNational Insurance Company, a ProAssurance subsidiary, for its current rates in Wisconsin. The only rating factors that are significantly different between the two companies for the physician and surgeon programs are the Profit and Contingencies load and the Commission load. PIC-WI does not currently incorporate a load for Profit and Contingencies into their rates. ProAssurance typically utilizes a profit and contingency factor, net of investment income, based on estimated earnings as a percent of earned premiums and the required return on equity from insurance operations. In the most recent physician and surgeon rate filings for ProAssurance, this load has been calculated in the 3.5% to 4.5% range. Over the next two years, ProAssurance would introduce a similar provision for profit and contingencies into the ratemaking process. As for the commission load, PIC-WI currently utilizes a 5.8% load for commissions in their physician rates and a factor of 10% in their hospital rates. ProNational uses loads of 8% and 10%, respectively. ProAssurance does not anticipate any changes being made to the Wisconsin agency force that is currently being utilized by PIC-WI. PIC-WI currently offers medical liability coverage on both a claims-made and an occurrence basis with 12.9% of its total writings on the occurrence form. ProAssurance no longer offers coverage on an occurrence basis. Going forward, ProAssurance and PIC-WI will evaluate the desirability of maintaining the occurrence form. Finally, the load for general liability rates for the hospital professional liability programs are significantly different between the two companies. PIC-WI currently utilizes a 19% charge, while the comparable charge for ProNational is 10%. This charge would be reviewed in future rate filings, with deference given to PIC-WI experience. Page 6, Cover Letter 13. Are the information technology platforms currently in place at ProAssurance Corporation and PIC-WI relatively compatible? How long is the integration of information technology platforms anticipated to take? The companies currently operate on distinct information technology platforms. Both companies are currently in the process of evaluating the best long-term solution for their combined information technology needs. While it is possible to operate on separate platforms, it is the preference to operate on one platform for medical malpractice business. Integration of information technology platforms takes approximately one-year. This allows ample time for analysis, data conversion, and testing. The discontinued system is also maintained for validation and back-up purposes until management is fully satisfied that the integration has been successfully completed. Effect on Wisconsin's Insurance Market 14. The American Medical Association categorizes Wisconsin as a state that is not in crisis or showing problem signs with respect to medical liability. To what factors does ProAssurance Corporation attribute the relatively stable medical malpractice environment in Wisconsin? Please provide copies of any management communications that relate to this topic. While ProAssurance is not an expert on the medical malpractice environment in Wisconsin, it sees two significant factors that have led to the relatively stable medical malpractice environment in Wisconsin. The Patient's Compensation Fund with the previously existing cap on non-economic damages has certainly been important. Generally speaking, states with funds and states with caps have experienced relative stability. With the elimination of the cap last summer, one pillar of this stability has been diminished and ProAssurance fears that the environment could change adversely in the future. The absence of the cap has already significantly increased the rates for Patient Compensation Fund coverage, based on projected increased loss severity. The potential for greater recoveries may also result in more suits being filed, i.e., greater claim frequency, which will likely increase both indemnity and defense costs at the primary and Fund levels. ProAssurance also believes that the physician oriented history of PIC-WI and its approach to the market has worked to stabilize the market. PIC-WI and ProAssurance share the same orientation of careful selection of risks, aggressive defense of claims, and ongoing risk management programs designed to reduce adverse events that could result in medical malpractice claims. Moreover, by aggressively defending claims, PIC-WI has not only produced strong results for its customers, but has also limited the number of claims that may have otherwise reached the Fund. The PIC-WI approach to claims defense will be supported and continued by ProAssurance. Page 7, Cover Letter 15. To what extent, if any, does ProAssurance Corporation believe PIC-WI has contributed to the stability of the medical liability market in Wisconsin? Describe ProAssurance Corporation's plans for PIC-WI that may affect PIC-WI's contribution to the Wisconsin medical malpractice market, including, but not limited to, plan for maintaining a relationship with Wisconsin physicians and operating functions aligned with Wisconsin interests and plans for competitive products and rates. ProAssurance believes that the physician founded insurers (including ProAssurance and PIC-WI) contribute to the stability of the medical liability market in Wisconsin and generally. These carriers are devoted to their clientele and markets; they are committed to the line of business; and, they are actively involved in tort reform and related efforts. In each of its previous mergers, ProAssurance has retained key personnel, allowing it to maintain a local presence and preserve the important institutional knowledge especially in claims management, underwriting, and risk management. ProAssurance believes that this ability to utilize local knowledge is a critical factor in the operation of its companies and leads to market stability. The successful integration of each organization demonstrates ProAssurance's commitment to the local marketplace where it does business. ProAssurance also works actively with organized medicine and values PIC-WI's positive working relationship with the Wisconsin Medical Society. ProAssurance will look to preserve that relationship. Post merger, it is the intent of ProAssurance to continue PIC-WI as a Wisconsin domiciled insurer and maintain its strong presence in the Wisconsin and allow it to continue to service its core market. PIC-WI will serve as ProAssurance's Northwest regional office. ProAssurance emphasizes a local approach to its insurance markets. ProAssurance has evaluated the current rate structure of PIC-WI and is of the opinion that the rates are generally adequate for the risks being underwritten and does not have any plans to significantly deviate from PIC-WI's current rate making strategies. 16. What would the proposed acquisition of PIC-WI by ProAssurance Corporation contribute in terms of preserving and enhancing the existing relative stability of Wisconsin's medical malpractice environment? Please provide copies of any management communications that relate to this topic. ProAssurance does not have plans to make changes to the operations of PIC-WI that relate to the relative stability of the medical malpractice environment in Wisconsin. ProAssurance brings a larger and stronger balance sheet and access to capital that will allow PIC-WI to continue its mission of service to Wisconsin physicians. Page 8, Cover Letter 17. Please comment on ProAssurance Corporation's view of the current adequacy of medical liability rates being charged in Wisconsin. Please provide copies of any management communications that relate to this topic. PIC-WI has based its January 1, 2006 rate levels on their own loss experience in the state of Wisconsin. The selected rate increases are considered reasonable by ProAssurance in light of the uncertainty over loss costs attributable to the loss of the cap on non-economic damages. In general, the requested rate levels appear to be adequate. 18. Compare and contrast rate levels charged in Wisconsin by ProAssurance Insurance entities with those charged by PIC-WI during the last 3 years. Following is a comparison of rate levels as charged in Wisconsin by ProAssurance and by PIC-WI.
- --------------- ---------------------------------------------- ------------------------------------------------ PIC-WI ProNational - --------------- ---------------------------------------------- ------------------------------------------------ 2003 2004 2005 2006 2003 2004 2005 2006 - --------------- ----------- ----------- ---------- ----------- ------------- ----------- ---------- ----------- Internal 5,612 5,973 5,973 6,272 N/A 6,505 7,675 7,675 Medicine - --------------- ----------- ----------- ---------- ----------- ------------- ----------- ---------- ----------- General 19,641 21,504 21,504 22,579 N/A 20,511 24,985 24,985 Surgery - --------------- ----------- ----------- ---------- ----------- ------------- ----------- ---------- ----------- OB/GYN 30,304 32,255 32,255 33,869 N/A 28,915 35,371 35,371 - --------------- ----------- ----------- ---------- ----------- ------------- ----------- ---------- -----------
*Information as contained in the Medical Liability Monitor for 2003-2005. 2006 based on currently filed and approved rate levels. Please note that ProNational rates were calculated based on the Wisconsin rate level indications for PIC-WI, Medical Protective, and Midwest Medical Insurance Company. The indications from these competitors were given the following weights: 30%, 65%, and 5%, respectively. Had the rate level indication been based entirely upon PIC-WI indications, then the 2006 rates for ProNational would have been as follows: - -------------------------------------- ------------------------------------ 2006 - -------------------------------------- ------------------------------------ Internal Medicine 6,760 - -------------------------------------- ------------------------------------ General Surgery 21,783 - -------------------------------------- ------------------------------------ OB/GYN 30,796 - -------------------------------------- ------------------------------------ The hospital liability rates for the two companies are significantly different. ProNational rates were based on the filed and approved rates and rating factors for OHIC, since ProNational had focused on marketing to former OHIC policyholders. Page 9, Cover Letter - --------------------------------------------------------------------------- Wisconsin 2006 Hospital Rate Comparison - --------------------------------------------------------------------------- PIC-WI ProNational - ------------------------ ------------------------- ------------------------ Acute Care Bed 644.00 1,877.32 - ------------------------ ------------------------- ------------------------ Psych Bed 644.00 1,407.99 - ------------------------ ------------------------- ------------------------ Other O/P Visit 32.20 56.32 - ------------------------ ------------------------- ------------------------ E/R Visit 186.76 187.73 - ------------------------ ------------------------- ------------------------ 19. ProAssurance Corporation has several licensed insurance companies in the State of Wisconsin and has not yet written significantly in the state. Does this represent the intended market presence within Wisconsin? If so, please identify the factors contributing to management's determination of this level of market penetration. If not, please identify factors for the company's inability to acquire its intended market share. Please provide copies of any management communications that relate to this topic. Two of ProAssurance's admitted carriers are currently licensed in Wisconsin. Both of these companies acquired these licenses prior to their business combination in 2001. Both companies had obtained the licenses for the reasons stated in question 10. above. Neither ProNational Insurance Company nor The Medical Assurance Company, Inc. had previous intentions of gaining significant market share in Wisconsin without doing so through a merger or acquisition. Since PIC-WI writes the majority of the medical malpractice business in Wisconsin, the opportunity for such entrance into Wisconsin has not presented itself to either company prior to this transaction. 20. In March 2004, ProAssurance purchased the renewal rights to all of OHIC Insurance Company's physician, hospital and healthcare facility business in Indiana, Illinois, Kansas, Kentucky and Wisconsin. As a result of the purchase, OHIC Insurance Company's writings in Wisconsin declined significantly in 2004; however, it was unclear what entity in the ProAssurance group wrote the renewals of this business. Please explain the current status of this renewal business and what, if any, challenges has the group faced with procuring these renewals. When the renewal rights were acquired, ProAssurance publicly stated that it expected to write no more than one-third of the expiring business, measured by premium volume. We believed that the business was underpriced, a portion of the accounts would not meet our underwriting standards and the medical malpractice market was becoming more competitive. Nevertheless, ProAssurance was interested in completing the transaction as a way of entering or expanding its presence in these markets for a relatively low cost. As expected, once ProAssurance underwriting criteria and pricing were applied, ProAssurance wrote approximately $5 million of the $17 million of expiring premium. The business was written by either ProNational Insurance Company or The Medical Assurance Company, Inc., depending on which entity operates in each of the states in question. Page 10, Cover Letter 21. How has the proposed acquisition of PIC-WI affected the marketing plans of ProAssurance Corporation in Wisconsin? Please provide copies of any management communications that relate to this topic. ProAssurance had identified Wisconsin as a growth state in its 2005-2008 Strategic Plan. However, due to the strong market position of PIC-WI, ProAssurance has not obtained any significant market share. The references to Wisconsin contained within ProAssurance's 2005-2008 Strategic Plan are attached as Exhibit B. 22. How does the proposed acquisition change the business plans of ProAssurance Corporation with respect to marketing in jurisdictions in which they participate or previously intended to participate? Please provide copies of any management communications that relate to this topic. With the exception of states in which both ProAssurance and PIC-WI have a presence, this transaction does not affect any business plans of ProAssurance with respect to marketing in jurisdictions in which ProAssurance participates or previously intended to participate. For the states in which there is overlap, the plan for the combination of those books of business is addressed in question 7. above. The combined market share in any of these overlapping states is not significant as compared to pre-merger market share. At this time, ProAssurance has not decided if it intends to expand its writings in states other than the states now served by PIC-WI post merger. 23. Does ProAssurance Corporation plan to purchase or sell any books of business over the next twelve months? Please provide copies of any management communications that relate to this topic. ProAssurance is continually and actively pursuing mergers and acquisitions and may be in some phase of negotiations or potential negotiations at any given time. When negotiations take place, they are subject to a confidentiality agreement and due to the fact that ProAssurance is a publicly traded company, ProAssurance would be unable to disclose information publicly. ProAssurance will assure the OCI that no foreseeable transactions would impact the plans for PIC-WI as herein stated or presented in the Plan of Operation, nor diminish the importance of the PIC-WI transaction to ProAssurance. The Holding Company System, it Governance and Resources 24. For each of the following companies in the holding company system of ProAssurance Corporation: a. Medical Assurance, Inc. b. IAO, Inc. c. Medical Assurance of Indiana Agency, Inc. d. Mutual Assurance Agency of Ohio, Inc. e. ProAssurance Group Services Corporation f. NCRIC Corporation g. NCRIC, Inc. Page 11, Cover Letter h. American Captive Corporation i. National Capital Insurance Brokerage, Ltd. j. National Capital Risk Services, LLC k. NCRIC Insurance Agency, Inc. l. Healthcare Compliance Purchasing Group, LLC m. E-Health Solutions Group, Inc. n. NCRIC Physicians Organization, Inc. o. Professionals Group, Inc. p. MEMH Holdings, Inc. q. American Insurance Management Corp. r. Professionals National Insurance Co., Ltd. s. ProNational Insurance Agency, Inc. t. Physicians Protective Plan, Inc. u. Professionals Protective Plan, Inc. v. Professional Group Services Corp. w. PRA Services Corporation Please provide the following information: a. Date of Incorporation b. Financial statements as of the most recent reporting period (unaudited is acceptable, if that's the best available) c. Description of current purpose and activities d. Capitalization structure, including the number of shares authorized, and issued and outstanding for each class of common and preferred stock as well as any debt issued, if any. Please see attached Exhibit C for a complete listing of ProAssurance subsidiaries and the requested information. Due to its confidential nature, the financial information on these companies will be provided supplementally. 25. Please provide us with a copy of the most recent holding company registration statement filed with the Alabama Department of Insurance. Form B dated May 27, 2005 (including amendments 1 and 2) filed by The Medical Assurance Company, Inc. with the state of Alabama and Form B dated April 27, 2005 (including amendments 1 and 2) filed by ProNational Insurance Company with the state of Michigan are attached hereto as Exhibits D and E, respectively. 26. On August 3, 2005, ProAssurance Corporation completed its acquisition of NCRIC Group, Inc. Please compare the pre-acquisition anticipated management and employment changes with actual results at this stage of the integration and what is foreseeable at this point. If results varied materially from expectations, please identify cause of deviation. The transition and integration of NCRIC continues to go as operationally expected. While the information technology conversion has taken a bit longer than originally expected, this delay has Page 12, Cover Letter occurred due to training issues and implementation of an imaging system which took priority over the system conversion. In addition, the timing of year-end processing and the transfer of books of business between the various statutory companies were given priority and schedules had to be rearranged. The accounting transition is going smoothly. Year end 2005 was completed by NCRIC accounting staff located in the District of Columbia. All 2006 accounting functions are currently being performed by personnel located in Birmingham, Alabama. The 2006 year end will be completed by accounting personnel located in Birmingham, Alabama. The Senior Vice President and Treasurer of NCRIC has agreed to remain with ProAssurance through July 2006 in order to complete the 2005 accounting year and complete the NCRIC Triennial Financial Exam which is scheduled to begin in early April 2006. The NCRIC reinsurance program was combined with the ProAssurance reinsurance program effective January 1, 2006. Both the marketing and underwriting transitions are complete with the NCRIC personnel realigning responsibilities for certain states. They will be assuming responsibility for providing services for The Medical Assurance Company and ProNational Insurance Company business in Virginia and Delaware while they will relinquish the NCRIC business in West Virginia. The only unexpected development that varied from ProAssurance's original plan for NCRIC personnel is that the Vice President of Claims has recently tendered his resignation. This was always a possibility due to the Change of Control agreement applicable to NCRIC senior officers. This individual has agreed to continue with the organization until June 2006 to assist with and oversee the conversion of claims and to provide ProAssurance with ample time to identify his replacement - including candidates from within NCRIC. 27. What is ProAssurance Corporation's view of what represents a proper level of capitalization for an insurance subsidiary? How will this view be implemented with respect to PIC-WI. ProAssurance statutory companies operate within the acceptable NAIC financial and regulatory guidelines. At a very minimum, ProAssurance expects all of its insurance subsidiaries to operate above the standards established by the domicilary states. The general goal is to have the companies capitalized at levels that will obtain secure ratings from qualified rating agencies. ProAssurance has capital available to enable its statutory companies to remain financially strong at levels acceptable to the regulators. 28. What is the planned level of capitalization for PIC-WI following the change in control? What is the intended form of capitalization, that is, among common stock, preferred stock, surplus notes, gross paid-in and contributed surplus, and unassigned funds? Page 13, Cover Letter ProAssurance believes PIC-WI is currently well capitalized. ProAssurance does not have any current plans to change either the level of capitalization or the structure of capitalization for PIC-WI following the change of control. From time to time, management will evaluate capital requirements based on current and future operations, and recommend adjustments accordingly. ProAssurance intends to maintain the financial strength, stability and rating of PIC-WI. ProAssurance endeavors to keep its statutory subsidiaries operating at a premium to surplus ratio of approximately 1:1. ProAssurance intends to retain PIC-WI's surplus note. 29. Will the acquisition of PIC-WI trigger any change in control provisions under the terms of any executive employment agreement? What is the anticipated amount of change-in-control payments as a consequence of the proposed acquisition of shares? The acquisition of PIC-WI will enable certain PIC-WI officers to trigger the change in control provisions under the terms of their employment agreements or severance plan if there are changes in their employment status. The benefits and expected payouts are outlined on pages 36 - 38 of the S-4 Registration Statement filed as an exhibit to the Form A. Pages 36-38 of the S-4 Registration Statement are attached hereto as Exhibit F. 30. Please describe material pending litigation in which the parties to the proposed acquisition are involved. Has either ProAssurance Corporation retained independent counsel that is actively representing them concerning these matters? We are not requesting release of attorney-client privileged information or communications, if any, only whether there is active representation by independent counsel on these matters. NCRIC v. Columbia Hospital for Women - As a result of an action by NCRIC, Inc. to recover $2 million in premium alleged owing under a retrospective rating plan, Columbia Hospital for Women filed a counter claim for tortuous interference with a business relationship, breach of contract and bad faith. The jury verdict in February 2004 resulted in no award to NCRIC on its contract claim and an $18.2 million award to Columbia Hospital for Women on the counterclaims. The case is currently on appeal to the District of Columbia Court of Appeals. NCRIC has reserved the claim and posted a bond. ProAssurance always retains independent counsel to represent it concerning any litigation against the company. 31. What is the philosophy of ProAssurance Corporation with respect to entry to and exit from different jurisdictions and market segments? As stated in question 10, ProAssurance typically enters markets through mergers or acquisitions and in smaller markets through organic growth. If ProAssurance decides to exit a particular market, it does so only after making significant efforts to operate successfully in that market. If there is a particular market in which the litigation climate does not produce fair and reasonable verdicts, ProAssurance will evaluate whether it can continue to operate successfully in that market. Page 14, Cover Letter ProAssurance takes very seriously its responsibility to the market and its responsibility to maintain strong, financially stable statutory insurance companies. An example of a state where ProAssurance was unable to achieve this balance was Mississippi, where ProAssurance currently does not write business as an admitted carrier. 32. What are the plans under consideration of ProAssurance Corporation concerning commitment to particular lines of insurance, segments of medical malpractice insurance, and particular jurisdictions? ProAssurance considers itself a general writer of physician liability exposure and does not restrict its writing to certain specialties. On a more limited basis, ProAssurance writes hospitals and other health care facilities, dentists, and legal professionals. ProAssurance has reviewed the scope of writing at PIC-WI and does not anticipate any changes in this scope. Likewise, ProAssurance does not anticipate any change in the geographic scope of operation. However, as outlined in response to question 7, there will be certain reassignments of responsibility for overlapping markets. 33. Will the existing employees of PIC-WI be transferred to become employees of a different entity within the holding company system? If so, which one(s)? Currently, most employees in the ProAssurance organization are employed by a subsidiary of ProAssurance, ProAssurance Group Services Corporation which also houses the ProAssurance benefit plans. The statutory companies are parties to intercompany management services and expense sharing agreements that allow the sharing of employees among the companies to provide services which are then allocated among the various companies. For instance, accounting and information technology employees service all statutory companies. A portion of their salaries are allocated between the companies based on written premium levels. It is anticipated that PIC-WI will participate in this arrangement. Regulatory Matters 34. Please provide correspondence, if any, with the Alabama Insurance Department or the Michigan Office of Financial and Insurance Services concerning the proposed acquisition. ProAssurance has provided the Alabama Insurance Department and the Michigan Office of Financial and Insurance Services with copies of the Form A which was submitted to the OCI. Copies of the transmittal letters dated December 21, 2005 are attached as Exhibit G. In addition, PIC-WI has filed a request for exemption from requalification with the Michigan Office of Financial and Insurance Services. A copy of this exemption request dated March 2, 2006 is attached hereto as Exhibit H. Page 15, Cover Letter ProAssurance has not received any communications from either the Alabama Insurance Department or the Michigan Office of Financial and Insurance Services regarding the PIC-WI transaction. 35. Has ProAssurance Corporation considered any future redomestication of PIC-WI? If so, what is the anticipated time frame? ProAssurance has no plans to redomesticate PIC-WI and has not considered any future redomestication of PIC-WI. We hope that the above information will enable the OCI to complete its review and set the date for the Form A hearing. Attached please find ProAssurance's waiver of the 10 day notice requirement. ProAssurance representatives are available to meet to discuss these responses or any other matters of interest with the OCI at your convenience. Please let me know if you need anything further. Sincerely, /s/ Victor T. Adamo Victor T. Adamo President Page 16, Cover Letter EX-2.2 3 a5104525ex2_2.txt EXHIBIT 2.2 Exhibit 2.2 / Exhibit A, Page 22 from Agreement and Plan of Merger. The Agreement and Plan of Merger as originally executed was filed in a Current Report on Form 8K on December 9, 2005 and is incorporated herein by reference. The Agreement and Plan of Merger was amended as of February 14, 2006. The amendment was filed in a Current Report on Form 8K on February 14, 2006 and is incorporated herein by reference. Page 1, EXHIBIT A EX-2.3 4 a5104525ex2_3.txt EXHIBIT 2.3 Exhibit 2.3 / Exhibit B, Excerpt from ProAssurance's 2005-2008 Strategic Plan ProAssurance Corporation Professional Liability Group STRATEGIC PLAN 2005-2008 Page 1, EXHIBIT B 21. How has the proposed acquisition of PIC-WI affected the marketing plans of ProAssurance Corporation in Wisconsin? Please provide copies of any management communications that relate to this topic. ProAssurance Corporation Strategic Plan 2005-2008 Excerpts Referencing Marketing Plans for Wisconsin II. MEETING RESULTS (continued) C. STRATEGIES (continued) 1. Profitability a. State by State Strategies (continued) Wisconsin - Grow; pursue new opportunities D. TACTICAL PLANS 1. Develop plan for ensuring good relationships between the Company and excess funds that operate in Indiana, Kansas, Wisconsin and other fund states. Page 2, EXHIBIT B EX-2.4 5 a5104525ex2_4.txt EXHIBIT 2.4 Exhibit 2.4 / Exhibit C, Listing of ProAssurance Subsidiaries
CAPITALIZATION: STRUCTURE: SHARES SHARES ISSUED COMPANY INCORPORATION CURRENT PURPOSE AND ACTIVITIES AUTHORIZED & OUTSTANDING ISSUED - --------------------------------------------------------------------------------------------------------------------- a. Medical Assurance, Inc. 2/8/1995 Insurance Holding Company b. IAO, Inc. 4/29/1977 Independent Insurance Agency - None Active c. Medical Assurance of 2/26/1988 Independent Insurance Agency - None Indiana Agency, Inc. Inactive d. Mutual Assurance 12/23/1976 Independent Insurance Agency - None Agency of Ohio, Inc. Inactive e. ProAssurance Group 10/23/2001 Alabama Corporation - Houses None Services Corporation Benefit Plans and Employees f. NCRIC Corporation 2/20/2003 Insurance Holding Company g. NCRIC, Inc. 6/24/80 District of Columbia Domestic None Insurer - Active h. American Captive 3/12/2001 District of Columbia Domestic None Corporation Captive - Inactive i. National Capital 11/27/1984 Licensed insurance brokerage - None Insurance Brokerage, Inactive Ltd. j. National Capital Risk None Services, LLC k. NCRIC Insurance 6/26/1989 Independent Insurance Agency - None Agency, Inc. Inactive l. Healthcare Compliance Purchasing Group - Inactive None Purchasing Group, LLC m. E-Health Solutions 2000 Supplier of premium on-line None Group, Inc. learning for health care providers - Inactive n. NCRIC Physicians 1994 Corporation organized to provide a network None Organization, Inc. for managed care contracting w/third party payers o. Professionals Group, 1/31/1996 Insurance Holding Company Inc. p. MEMH Holdings, Inc. 10/21/1998 Insurance Holding Company - Inactive None q. American Insurance 8/31/1988 Attorney-in-Fact for American None Management Corp. Medical Insurance Exchange - Inactive r. Professionals National 1/4/2000 Bermuda Captive - Insurance Risk None Insurance Co., Ltd. Facility - Active s. ProNational Insurance 3/31/1981 Independent Insurance Agency - None Agency, Inc. Inactive t. Physicians Protective 6/12/1972 Independent Insurance Agency - None Plan, Inc. Inactive u. Professionals none NO SUCH ENTITY Protective Plan, Inc. v. Professional Group 5/27/1986 Michigan Corporation - Previously None Services Corp. housed benefit plans w. PRA Services 12/10/1985 TPA for claims related services - None Corporation active
EX-2.5 6 a5104525ex2_5.txt EXHIBIT 2.5 Exhibit 2.5 / Exhibit D, Form B filed by The Medical Assurance Company, Inc. FORM B INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT Filed with the Insurance Department of the State of Alabama By The Medical Assurance Company, Inc. On Behalf of the Following Insurance Companies The Medical Assurance Company, Inc. 100 Brookwood Place, Homewood, Alabama 35209 and Woodbrook Casualty Insurance, Inc. f/k/a Medical Assurance of West Virginia, Inc. 100 Brookwood Place, Homewood, Alabama 35209 Date: May 27, 2005 Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed: Kathryn A. Neville, Secretary The Medical Assurance Company, Inc. 100 Brookwood Place, Suite 300 Homewood, Alabama 35209 (800) 282-6242 Page 1, EXHIBIT D This Form B Insurance Holding Company System Annual Registration Statement, reports on events occurring during 2004. FORM B Item 1. Identity and Control of Registrant ProAssurance Corporation: ProAssurance Corporation, a Delaware business corporation ("ProAssurance"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProAssurance owns 100% of Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), which owns 100% of the issued and outstanding shares of ProNational Insurance Company ("ProNational") and 100% of Medical Assurance, Inc, a Delaware business corporation which owns 100% of The Medical Assurance Company, Inc. and 100% of Woodbrook Casualty Insurance, Inc. (see below). The Medical Assurance Company, Inc. On September 11, 1991, Mutual Assurance, Inc. which changed its name to The Medical Assurance Company, Inc. in 1999 ("TMAC"), converted from a mutual insurer to a stock insurer pursuant to its Amended and Restated Plan of Conversion and Section 27-27-44 of the 1975 Code of Alabama (the "Conversion"). Effective August 31, 1995, TMAC became a wholly owned subsidiary of Medical Assurance, Inc. (formerly known as MAIC Holdings, Inc.) a Delaware corporation ("Medical Assurance") and the shareholders of TMAC became the sole shareholders of Medical Assurance without any material change in their proportionate ownership of TMAC and its subsidiaries. Medical Assurance was a newly formed Delaware holding corporation incorporated by TMAC to serve as a holding company for TMAC and its subsidiaries pursuant to a Plan of Exchange authorized by Sections 27-28-1 et. seq. of the Code of Alabama 1975 ("Plan of Exchange"). On June 22, 2000, Medical Assurance and Professionals Group, Inc. ("Professionals Group") entered into an Agreement to Consolidate (the "Consolidation Agreement") which provided for the consolidation of Medical Assurance and Professionals Group and their respective subsidiaries under a newly formed holding company named ProAssurance Corporation ("ProAssurance"). Pursuant to the Consolidation Agreement, Medical Assurance and Professionals Group caused ProAssurance to be formed as a Delaware corporation and caused ProAssurance to form two wholly owned subsidiaries, MAI Acquisition Corporation I and PICM Acquisition Corporation. The Consolidation Agreement set forth plans for the merger of Medical Assurance and MAI Acquisition Corporation I and for the merger of Professionals Group and PICM Acquisition Corporation. Upon completion of the merger of Medical Assurance and MAI Acquisition Corporation I, Medical Assurance became a wholly owned subsidiary of ProAssurance and each share of Medical Assurance common stock was converted into and exchanged for one share of ProAssurance common stock with the result that all of the former Medical Assurance shareholders became shareholders of ProAssurance Corporation. Upon completion of the merger of Professionals Group and PICM Acquisition Corporation, Professionals Group also became a wholly owned Page 2, EXHIBIT D subsidiary of ProAssurance and each share of Professionals Group common stock was converted into and exchanged for, at the election of the holder, either cash or a combination of cash and ProAssurance common stock with the result that any Professionals Group shareholder who desired to continue as an equity participant in the combined company would be a shareholder of ProAssurance. ProAssurance Corporation ("ProAssurance") filed and received approval on December 12, 2000 of a Form A with the Alabama Commissioner of Insurance with respect to its acquisition of control of The Medical Assurance Company, Inc. pursuant to the terms and conditions of the consolidation. The consolidation was completed on June 27, 2001. Copies of the Consolidation Agreement and the ProAssurance Corporation Form S- 4, Amendment No. 3 were filed as exhibits to the Form A filing dated November 10, 2000, and May 1, 2001, respectively and are incorporated herein by reference in accordance with Section 5(a) of the Alabama Insurance Department Regulation No. 55. The consolidation met the test for the acquisition of control of Medical Assurance under Section 27-29-3 of the Alabama Code because ProAssurance acquired 100% of the stock of Medical Assurance and because the former shareholders of Professionals Group indirectly acquired more than 5% of the voting control of Medical Assurance through their receipt of ProAssurance stock in the consolidation. TMAC has its principal executive office and home office at 100 Brookwood Place, Homewood, Alabama 35209. Subsidiaries of Medical Assurance, Inc. The Medical Assurance Company, Inc. On September 11, 1991, The Medical Assurance Company, Inc. ("TMAC"), converted from a mutual insurer to a stock insurer pursuant to its Amended and Restated Plan of Conversion and Section 27-27-44 of the 1975 Code of Alabama (the "Conversion"). Effective August 31, 1995, TMAC became a wholly owned subsidiary of Medical Assurance, Inc. (formerly known as MAIC Holdings, Inc.) a Delaware corporation ("MAI") and the shareholders of TMAC became the sole shareholders of MAI without any material change in their proportionate ownership of TMAC and its subsidiaries. MAI was a newly formed Delaware holding corporation incorporated by TMAC to serve as a holding company for TMAC and its subsidiaries pursuant to a Plan of Exchange authorized by Sections 27-28-1 et. seq. of the Code of Alabama 1975 ("Plan of Exchange"). TMAC has its principal executive office and home office at 100 Brookwood Place, Homewood, Alabama 35209. Woodbrook Casualty Insurance, Inc. formerly known as Medical Assurance of West Virginia, Inc. ("Woodbrook") an Alabama stock insurance company has its principal executive offices at 100 Brookwood Place, Suite 300, Birmingham, Alabama 35209. Medical Assurance, Inc., a Delaware business corporation ("MAI"), owns 100% of the issued and outstanding shares of Woodbrook. On March 31, 1994, TMAC acquired all of the outstanding capital stock of Woodbrook, then known as West Virginia Hospital Insurance Company Page 3, EXHIBIT D and first became a member of the holding company on that date. Effective March 31, 2005 Medical Assurance of West Virginia, Inc. redomesticated to the state of Alabama and was renamed Woodbrook Casualty Insurance, Inc. Subsidiaries of Professionals Group, Inc. ProNational Insurance Company: ProNational Insurance Company, a Michigan stock insurance corporation ("ProNational"), has its principal executive offices at 2600 Professionals Drive, Box 150, Okemos, Michigan 48805-0150. Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), owns 100% of the issued and outstanding shares of ProNational. ProNational first became a member of an insurance holding company system when it formed the PICOM Insurance Agency, Inc. in 1981. Red Mountain Casualty Insurance Company, Inc.: Red Mountain Casualty Insurance Company, Inc., an Alabama stock insurance corporation ("Red Mountain"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProNational owns 100% of the issued and outstanding shares of Red Mountain, which was capitalized on December 5, 1994, and became a member of the insurance holding company system on that date. On September 9, 2002, Red Mountain redomesticated from Illinois to Alabama and on September 13, 2002, it changed its name from ProNational Casualty Company to Red Mountain Casualty Insurance Company, Inc. American Medical Insurance Exchange: American Medical Insurance Exchange, an inactive Indiana interinsurance reciprocal exchange ("AMIE"), has its principal executive offices at 5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250. Professionals Group owns 100% of the issued and outstanding shares of American Insurance Management Corporation, an Indiana corporation ("AIMC"), which serves as the attorney-in-fact of AMIE. AIMC was acquired by ProNational on July 1, 1996, and, accordingly, AMIE became a member of the insurance holding company system on that date. MEEMIC Insurance Company: MEEMIC Insurance Company, a Michigan stock insurance corporation ("MEEMIC"), has its principal offices at 691 North Squirrel Road, Suite 100, Auburn Hills, Michigan 48326. MEEMIC Holdings, Inc., a Michigan business corporation ("MEEMIC Holdings"), owns 100% of the outstanding shares of MEEMIC Insurance Company. ProNational owns 100% of the outstanding shares of MEEMIC Holdings. MEEMIC Insurance Company first became a member of the insurance holding company system on April 7, 1997. Page 4, EXHIBIT D Item 2. Organizational Chart The identity of each member of the insurance holding company system with respect to which this Registration Statement is filed is set forth in the attached Exhibit A. Item 3. The Ultimate Controlling Person a) Name: ProAssurance Corporation b) Home Office Address: 100 Brookwood Place, Homewood, Alabama 35209 c) Principal Executive Office Address: 100 Brookwood Place, Homewood, Alabama 35209 d) Organizational Structure: Delaware Holding Corporation e) Principal Business of the Person: Holding Company for Registrant. f) Name and address of any person who holds or owns or has the right to acquire 10% or more of any class of voting security, the class of such security, the number of shares held of record or known to be beneficially owned, and the percentage of class so held or owned; There are currently no holders of 10%, nor does any person who holds the right to acquire 10% or more of any class of ProAssurance Corporation stock. g) If court proceedings involving a reorganization or liquidation are pending, for any ultimate or intermediate controlling person, indicate the title and location of the court, the nature of proceedings and the date when commenced. Not applicable. Item 4. Biographical Information Board of Directors of ProAssurance Set forth below are 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 has ever been convicted in a criminal proceeding (excluding minor traffic violations) during the last 10 years. A. DERRILL CROWE, M.D. -[address removed for privacy purposes]. Chairman and Chief Executive Officer of ProAssurance. Member of ProAssurance board since June, 2001. See Dr. Crowe's biographical statement under the heading "Executive Officers" in this Item 4. Page 5, EXHIBIT D VICTOR T. ADAMO, ESQ., CPCU -[address removed for privacy purposes]. Vice Chairman and President of ProAssurance. Member of ProAssurance board since June, 2001. See Mr. Adamo's biographical statement under the heading "Executive Officers" in this Item 4. LUCIAN F. BLOODWORTH - [address removed for privacy purposes]. (Age 64) Member of ProAssurance board since August, 2002. Mr. Bloodworth is the Chairman of Cain Manufacturing, a Birmingham, Alabama based firm. Mr. Bloodworth is a director of First American Bank (formerly National Bank of Commerce of Birmingham, Alabama) and served as National Bank of Commerce's Executive Vice President from 1983 to 1987. Mr. Bloodworth has been a fellow of the Society of Actuaries and a member of the American Academy of Actuaries. PAUL R. BUTRUS - [address removed for privacy purposes]. Vice Chairman. Member of ProAssurance board since June, 2001. See Mr. Butrus's biographical statement under the heading "Executive Officers" in this Item 4. ROBERT E. FLOWERS, M.D. - [address removed for privacy purposes]3. (Age 55) Member of ProAssurance board since June, 2001. Dr. Flowers has served on the board of directors of Medical Assurance since its formation on February 8, 1995 and as a director of The Medical Assurance Company from 1985 to 2000. He practiced as a physician with Gynecology Associates of Dothan, P.C., Dothan, Alabama, prior to his retirement in 2001. JOHN JAMES MCMAHON, JR. - [address removed for privacy purposes]. (Age 62) Member of ProAssurance board since February 22, 2002. Mr. McMahon has served as the Chairman of Ligon Industries, LLC and Chairman of the Executive Committee of McWane, Inc. in Birmingham, Alabama since 1999. Prior to that time, Mr. McMahon served as Chairman of the Board of McWane, Inc. He also serves as a director of Protective Life Corporation, Alabama National BanCorporation and John H. Harland Co., where he is a member of its audit committee. JOHN P. NORTH, JR. - [address removed for privacy purposes]. (Age 69) Member of ProAssurance board since June, 2001. Mr. North has served on the board of directors of Medical Assurance since June of 1996. He is a certified public accountant who was a partner of the accounting firm of Coopers & Lybrand LLP until his retirement in September 1995. Page 6, EXHIBIT D ANN F. PUTALLAZ, Ph.D., - [address removed for privacy purposes]. (Age 59) Member of ProAssurance board since June, 2001. Ms. Putallaz had served as a director of Professionals Group, Inc. since 1996 and its Vice Chairman since 1999. For the past five years, Ms. Putallaz has been the Vice President and Director of Data Communication Services of Munder Capital Management, an investment advisor to The Munder Funds, an open-end investment company registered under the Investment Company Act of 1940, as amended. WILLIAM H. WOODHAMS, M.D., [address removed for privacy purposes]. (Age 67) Westside Family Medical Center, P.C. Member of the Professionals Group Board since 1996. Dr. Woodhams had served as a director of Professionals Group (since 1996) and its Chairman (since 1999) and a director of ProNational Insurance Company since 1980. Dr. Woodhams is a board certified family practice physician and has been in private practice in Kalamazoo, Michigan since 1964. WILFRED W. YEARGAN, JR.,M.D., [address removed for privacy purposes]. (Age 65) Medical Surgical Eyecare. Member of the ProAssurance Board since May 28, 2003. Dr. Yeargan has practiced medicine in Tuscaloosa, Alabama, specializing in ophthalmology for over thirty years. Dr. Yeargan has participated as a member of the underwriting and claims advisory committees of The Medical Assurance Company, Inc. since it began operations in 1977. EXECUTIVE OFFICERS VICTOR T. ADAMO - [address removed for privacy purposes] - Vice Chairman of the Board and President and of ProAssurance. (Age 56) Mr. Adamo served as a director and President and Chief Executive Officer of Professionals Group (since 1996), Mr. Adamo has served as a director of ProNational Insurance Company since 1990 and its Chief Executive Officer since 1987. He has been a director of MEEMIC Holdings, Inc. since October 1998 and is also chairman and a director of MEEMIC Insurance Company. Prior to joining ProNational, Mr. Adamo was in private legal practice from 1975 to 1985. Mr. Adamo also holds positions as an officer and director of various direct and indirect subsidiaries of ProAssurance. A. DERRILL CROWE, M.D. - [address removed for privacy purposes] - (Age 68) Dr. Crowe has served as a director and as Chairman of the Board and Chief Executive Officer of ProAssurance since it began operations in June 2001. Dr. Crowe has served as a director and Chairman, President and Chief Executive Officer of Medical Assurance, Inc. since its organization in 1995 and as President and Chief Executive Officer and a director of The Medical Assurance Company, Inc. (formerly Mutual Assurance, Inc.) since its first operations in 1977. Dr. Crowe has also been Chairman and a director of MEEMIC Holdings, Inc. and a director of MEEMIC Insurance Company since Page 7, EXHIBIT D 2001. Dr. Crowe is the President and a director of Woodbrook and holds positions as an officer and director of various direct and indirect subsidiaries of ProAssurance. PAUL R. BUTRUS - [address removed for privacy purposes] - (Age 63) Mr. Butrus has served as a director of ProAssurance since it began operations in June 2001 and was appointed its Vice Chairman in September 2001. Prior to that time, Mr. Butrus was a director and Executive Vice President and Chief Operating Officer of Medical Assurance, Inc. (since 1995). Mr. Butrus has held various positions with TMAC since 1977. Mr. Butrus is Vice President and a director of Woodbrook and holds positions as an officer and director of various direct and indirect subsidiaries of ProAssurance. HOWARD H. FRIEDMAN - [address removed for privacy purposes] - (Age 46) Senior Vice President and Secretary. Mr. Friedman has served in a number of positions for TMAC since 1996, most recently as Senior Vice President of TMAC. He also serves as a director of ProNational, MEEMIC and Woodbrook and holds positions as an officer and director of various direct and indirect subsidiaries of ProAssurance. Mr. Friedman is an Associate of the Casualty Actuarial Society. JAMES J. MORELLO - [address removed for privacy purposes] - (Age 56) Chief Accounting Officer and Treasurer. Mr. Morello was appointed as Senior Vice President, Chief Accounting Officer and Treasurer in June 2001. Mr. Morello has been Senior Vice President and Treasurer of Medical Assurance, Inc. since its formation in February of 1995. Mr. Morello has been employed as Treasurer and Chief Financial Officer of TMAC since 1984. He also serves as Treasurer and a director of ProNational, Red Mountain and Woodbrook and holds positions as an officer and director of various direct and indirect subsidiaries of ProAssurance. Mr. Morello is a certified public accountant. FRANK B. O'NEIL - [address removed for privacy purposes]- (Age 51) Senior Vice President of Corporate Communications. Mr. O'Neil was appointed as Senior Vice President and Investor Relations in September 2001. Mr. O'Neil has been Senior Vice President of Corporate Communications for Medical Assurance, Inc. since 1997 and employed by TMAC and its subsidiaries since 1987. EDWARD L. RAND, JR. - [address removed for privacy purposes] - (Age 38) Chief Financial Officer. Mr. Rand joined ProAssurance in November 2004. Mr. Rand was Head of Corporate Finance at PartnerRe, Ltd. from 2001 until September, 2004. Prior to that position, Mr. Rand was Treasurer and Chief Financial Officer of Atlantic American Corporation from August 1997 through 2000; a company he joined after serving as Controller of United Capitol Insurance Company. Prior to his employment in the insurance industry Mr. Rand spent four years with Coopers and Lybrand, which is now PriceWaterhouseCoopers. He is a certified public accountant and a graduate of Davidson College. Page 8, EXHIBIT D None of these persons, to the knowledge of the Registrant, have had any convictions of crimes other than minor traffic violations during the past ten years. The address for all persons for the purposes of this registration statement is the address listed in Item 4. Item 5. Transactions and Agreements. a) Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the Registrant or of the Registrant by its affiliates; None b) Purchase, sales or exchanges of assets; None c) Transactions not in the ordinary course of business; None d) Guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the Registrant's assets to liability, other than insurance contracts entered into in the ordinary course of the registrant's business; None e) All management agreements, service contracts and all cost-sharing arrangements; Expense Allocation Agreements: ------------------------------ - Professionals Group, ProNational, TMAC, Red Mountain, MAI, and ProAssurance amended its expense allocation agreement to include Woodbrook dated January 1, 2004, effective July 1, 2004 for distribution of certain overhead expenses. A copy of the Expense Allocation Agreement is attached hereto as Exhibit B. Management Services Agreements: ------------------------------- - TMAC and ProNational amended its Insurance Company Management Services Agreement to share management services on insurance company operations to include RMC effective January 1, 2003. A copy of the Insurance Company Management Services Agreement was filed with the 2003 Form B and is incorporated herein by reference in accordance with Section 5(a) of Regulation No. 55. Page 9, EXHIBIT D - TMAC has entered into an agreement, as amended, with Medical Assurance pursuant to which TMAC has engaged Medical Assurance to provide personnel to perform accounting, data processing, clerical, and general administrative services for TMAC at Medical Assurance's actual cost. The Agreement was effective January 1, 1997, and will continue for successive terms of one year until either party terminates the Agreement by delivery of thirty days written notice. f) Reinsurance agreements; - On September 30, 2003, TMAC notified Woodbrook of its intent to terminate the reinsurance contract between the parties effective December 31, 2003. In 2003, Woodbrook ceded premiums to TMAC in the amount of $16,622,636, from which Woodbrook received ceding commissions in the amount of $2,992,074. Woodbrook has since placed its reinsurance with a non-affiliate and the new contract was effective January 1, 2004. - Effective November 1, 2004, The Medical Assurance Company, Inc. and Professionals National Insurance Co., Ltd. entered into an Excess of Loss Reinsurance Contract. The agreement is a standard form reinsurance contract which is utilized between a segregated cell within Professionals National Insurance Co., the offshore entity and TMAC. The client in the segregated cell is the ultimate bearer of the risk rather than Professionals National. The client establishes a fully funded account using a letter of credit or other mechanism. A copy of the Excess of Loss Reinsurance Contract is attached hereto as Exhibit C. - Effective January 17, 2005, (previously reported to be effective September 1, 2004), The Medical Assurance Company, Inc. and Professionals National Insurance Co., Ltd. entered into an Excess of Loss Reinsurance Contract. The agreement is a standard form reinsurance contract which is utilized between a segregated cell within Professionals National Insurance Co., the offshore entity and TMAC. The client in the segregated cell is the ultimate bearer of the risk rather than Professionals National. The client establishes a fully funded account using a letter of credit or other mechanism. A copy of the Excess of Loss Reinsurance Contract is attached hereto as Exhibit D. g) Dividends and other distributions to shareholders; None h) Consolidated tax allocation agreements; and Page 10, EXHIBIT D As a part of the merger, ProAssurance restated the Tax Allocation Agreement with Medical Assurance and its subsidiaries and Professionals Group and its subsidiaries. A copy of the Tax Allocation Agreement was attached as an Exhibit to the Form B dated May 9, 2002 and is incorporated herein by reference in accordance with Section 5(a) of Regulation No. 55. i) Any pledge of the registrant's stock and/or of the stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system. None Item 6. Litigation or Administrative Proceedings None Item 7. Statement Regarding Plan or Series of Transactions Transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur. Item 8. Financial Statements and Exhibits (a) Audited Financial Statements of The Medical Assurance Company, Inc. and Woodbrook Casualty Insurance, Inc. for the year ended December 31, 2004. (b) List of Exhibits Exhibit A - Organizational Chart Exhibit B - Expense Allocation Agreement Effective July 1, 2004 Exhibit C - Excess of Loss Reinsurance Contract Effective November 1, 2004 Exhibit D - Excess of Loss Reinsurance Contract Effective January 17, 2005 Exhibit E - ProAssurance 10Q - March 31, 2004 Exhibit F - ProAssurance 10Q - June 30, 2004 Exhibit G - ProAssurance 10Q - September 30, 2004 Exhibit H - ProAssurance Corporation's 2004 Annual Report to Shareholders Exhibit I - ProAssurance Corporation's 2005 Proxy Statement (Schedule 14-A) for the 2005 Annual Meeting of Shareholders Item 9. Form C Required A Copy of Form C is being filed with this Form B. Page 11, EXHIBIT D SIGNATURE Pursuant to the requirements of Section 27-29-4, Code of Alabama 1975 The Medical Assurance Company, Inc. has caused this Annual Registration Statement to be duly signed on its behalf in the City of Homewood and State of Alabama on the 27th of May 2005. THE MEDICAL ASSURANCE COMPANY, INC. Seal By: /s/ Howard H. Friedman -------------------------- Howard H. Friedman, Senior Vice President Attest: /s/ Kathryn A. Neville - ---------------------- Kathryn A. Neville, Secretary CERTIFICATION The undersigned deposes and says that he has duly executed the attached registration statement dated May___, 2005 for and on behalf of The Medical Assurance Company, Inc.; that he is a Senior Vice President of such company, and that he has authority to execute and file such instrument. Deponent further says that he is familiar with such instrument and that the facts therein set forth are true to the best of his knowledge, information and belief. /s/ Howard H. Friedman ---------------------- Howard H. Friedman, Senior Vice President Page 12, EXHIBIT D *****SEE ATTACHED SUPPLEMENTAL PDF for EXHIBIT 2.5***** Page 13, EXHIBIT D FORM C SUMMARY OF REGISTRATION STATEMENT Filed with the Insurance Department of the State of Alabama By The Medical Assurance Company, Inc. On Behalf of the Following Insurance Companies The Medical Assurance Company, Inc. 100 Brookwood Place, Homewood, Alabama 35209 and Woodbrook Casualty Insurance, Inc. f/k/a Medical Assurance of West Virginia, Inc. 100 Brookwood Place, Homewood, Alabama 35209 Date: May 27, 2005 Name, Title, Address and telephone number of individual to Whom Notices and Correspondence Concerning This Statement Should be Addressed: Kathryn A. Neville, Secretary The Medical Assurance Company, Inc. 100 Brookwood Place, Suite 300 Homewood, Alabama 35209 (800) 282-6242 Page 14 Exhibit D Item 1. Identity and Control of Registrant Not applicable. Item 2. Organizational Chart Not applicable. Item 3. The Ultimate Controlling Person Not applicable. Item 4. Biographical Information Effective November 8, 2004, Edward L. Rand, Jr. was appointed Senior Vice President, Finance of ProAssurance Corporation. Mr. Rand was subsequently elected as Chief Financial Officer of ProAssurance in 2005. Item 5. Transactions and Agreements - Woodbrook Casualty Insurance, Inc. was added to the existing Expense Sharing Agreement. - Effective November 1, 2004, The Medical Assurance Company, Inc. and Professionals National Insurance Company, LTD entered an excess of loss, segregated cell reinsurance contract. - Effective January 17, 2005, (previously reported to be effective September 1, 2004), The Medical Assurance Company, Inc. and Professionals National Insurance Company, LTD entered an excess of loss, segregated cell reinsurance contract. Item 6. Litigation or Administrative Proceedings Not applicable. Item 7. Statement Regarding Plan or Series of Transactions Transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur. Item 8. Financial Statements and Exhibits The annual financial statements, the 2004 Annual Report and the 2005 proxy statement of ProAssurance Corporation have been filed as Exhibits to the Form B. SIGNATURE Page 15, Exhibit D Pursuant to the requirements of Section 27-29-4, Code of Alabama 1975, The Medical Assurance Company, Inc. has caused this Form C to be duly signed on its behalf in the City of Homewood and State of Alabama on the 27th day of May 2005. The Medical Assurance Company, Inc. By: /s/ Howard H. Friedman -------------------------- Howard H. Friedman, Senior Vice President Attest: /s/ Kathryn A. Neville - ----------------------------- Kathryn A. Neville, Secretary CERTIFICATION The undersigned deposes and says that he has duly executed the attached Form C dated May 27, 2005 for and on behalf of The Medical Assurance Company, Inc.; that he is the Vice Chairman of such company, and that he has authority to execute and file such instrument. Deponent further says that he is familiar with such instrument and that the facts therein set forth are true to the best of her knowledge, information and belief. /s/ Howard H. Friedman ---------------------- Howard H. Friedman, Senior Vice President Page 16, Exhibit D FORM B AMENDMENT NO. 1 INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT Filed with the Insurance Department of the State of Alabama By The Medical Assurance Company, Inc. On Behalf of the Following Insurance Companies The Medical Assurance Company, Inc. 100 Brookwood Place, Homewood, Alabama 35209 and Woodbrook Casualty Insurance, Inc. f/k/a Medical Assurance of West Virginia, Inc. 100 Brookwood Place, Homewood, Alabama 35209 Date: August 12, 2005 Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed: Kathryn A. Neville, Secretary The Medical Assurance Company, Inc. 100 Brookwood Place, Suite 300 Homewood, Alabama 35209 (800) 282-6242 Page 17, Exhibit D This Form B Amendment No. 1 to the Insurance Holding Company System Annual Registration Statement, reports on events occurring during 2005 through August 12, 2005. FORM B Item 1. Identity and Control of Registrant ProAssurance Corporation: ProAssurance Corporation, a Delaware business corporation ("ProAssurance"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProAssurance owns 100% of Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), which owns 100% of the issued and outstanding shares of ProNational Insurance Company ("ProNational"), 100% of Medical Assurance, Inc, a Delaware business corporation which owns 100% of The Medical Assurance Company, Inc. and 100% of Woodbrook Casualty Insurance, Inc. and 100% of NCRIC Corporation (formerly known as NCRIC Group, Inc.), a Delaware business corporation which owns 100% of NCRIC, Inc. (see below). The Medical Assurance Company, Inc. On September 11, 1991, Mutual Assurance, Inc. which changed its name to The Medical Assurance Company, Inc. in 1999 ("TMAC"), converted from a mutual insurer to a stock insurer pursuant to its Amended and Restated Plan of Conversion and Section 27-27-44 of the 1975 Code of Alabama (the "Conversion"). Effective August 31, 1995, TMAC became a wholly owned subsidiary of Medical Assurance, Inc. (formerly known as MAIC Holdings, Inc.) a Delaware corporation ("Medical Assurance") and the shareholders of TMAC became the sole shareholders of Medical Assurance without any material change in their proportionate ownership of TMAC and its subsidiaries. Medical Assurance was a newly formed Delaware holding corporation incorporated by TMAC to serve as a holding company for TMAC and its subsidiaries pursuant to a Plan of Exchange authorized by Sections 27-28-1 et. seq. of the Code of Alabama 1975 ("Plan of Exchange"). On June 22, 2000, Medical Assurance and Professionals Group, Inc. ("Professionals Group") entered into an Agreement to Consolidate (the "Consolidation Agreement") which provided for the consolidation of Medical Assurance and Professionals Group and their respective subsidiaries under a newly formed holding company named ProAssurance Corporation ("ProAssurance"). Pursuant to the Consolidation Agreement, Medical Assurance and Professionals Group caused ProAssurance to be formed as a Delaware corporation and caused ProAssurance to form two wholly owned subsidiaries, MAI Acquisition Corporation I and PICM Acquisition Corporation. The Consolidation Agreement set forth plans for the merger of Medical Assurance and MAI Acquisition Corporation I and for the merger of Professionals Group and PICM Acquisition Corporation. Upon completion of the merger of Medical Assurance and MAI Acquisition Corporation I, Medical Assurance became a wholly owned subsidiary of ProAssurance and each share of Medical Assurance common stock was converted into and exchanged for one share of ProAssurance common stock with the result that all of the former Medical Assurance shareholders became shareholders of ProAssurance Corporation. Upon completion of the merger of Professionals Group and PICM Acquisition Corporation, Professionals Group also became a wholly owned subsidiary of ProAssurance and each share of Professionals Group common stock was converted into and exchanged for, at the election of the holder, either cash or a combination of cash and ProAssurance common stock with the result that any Professionals Group shareholder who desired to continue as an equity participant in the combined company would be a shareholder of ProAssurance. Page 18, Exhibit D ProAssurance Corporation ("ProAssurance") filed and received approval on December 12, 2000 of a Form A with the Alabama Commissioner of Insurance with respect to its acquisition of control of The Medical Assurance Company, Inc. pursuant to the terms and conditions of the consolidation. The consolidation was completed on June 27, 2001. Copies of the Consolidation Agreement and the ProAssurance Corporation Form S- 4, Amendment No. 3 were filed as exhibits to the Form A filing dated November 10, 2000, and May 1, 2001, respectively and are incorporated herein by reference in accordance with Section 5(a) of the Alabama Insurance Department Regulation No. 55. The consolidation met the test for the acquisition of control of Medical Assurance under Section 27-29-3 of the Alabama Code because ProAssurance acquired 100% of the stock of Medical Assurance and because the former shareholders of Professionals Group indirectly acquired more than 5% of the voting control of Medical Assurance through their receipt of ProAssurance stock in the consolidation. TMAC has its principal executive office and home office at 100 Brookwood Place, Homewood, Alabama 35209. Subsidiaries of Medical Assurance, Inc. The Medical Assurance Company, Inc. On September 11, 1991, The Medical Assurance Company, Inc. ("TMAC"), converted from a mutual insurer to a stock insurer pursuant to its Amended and Restated Plan of Conversion and Section 27-27-44 of the 1975 Code of Alabama (the "Conversion"). Effective August 31, 1995, TMAC became a wholly owned subsidiary of Medical Assurance, Inc. (formerly known as MAIC Holdings, Inc.) a Delaware corporation ("MAI") and the shareholders of TMAC became the sole shareholders of MAI without any material change in their proportionate ownership of TMAC and its subsidiaries. MAI was a newly formed Delaware holding corporation incorporated by TMAC to serve as a holding company for TMAC and its subsidiaries pursuant to a Plan of Exchange authorized by Sections 27-28-1 et. seq. of the Code of Alabama 1975 ("Plan of Exchange"). TMAC has its principal executive office and home office at 100 Brookwood Place, Homewood, Alabama 35209. Woodbrook Casualty Insurance, Inc. formerly known as Medical Assurance of West Virginia, Inc. ("Woodbrook") an Alabama stock insurance company has its principal executive offices at 100 Brookwood Place, Suite 300, Birmingham, Alabama 35209. Medical Assurance, Inc., a Delaware business corporation ("MAI"), owns 100% of the issued and outstanding shares of Woodbrook. On March 31, 1994, TMAC acquired all of the outstanding capital stock of Woodbrook, then known as West Virginia Hospital Insurance Company and first became a member of the holding company on that date. Effective March 31, 2005 Medical Assurance of West Virginia, Inc. redomesticated to the state of Alabama and was renamed Woodbrook Casualty Insurance, Inc. Page 19, Exhibit D Subsidiaries of Professionals Group, Inc. ProNational Insurance Company: ProNational Insurance Company, a Michigan stock insurance corporation ("ProNational"), has its principal executive offices at 2600 Professionals Drive, Box 150, Okemos, Michigan 48805-0150. Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), owns 100% of the issued and outstanding shares of ProNational. ProNational first became a member of an insurance holding company system when it formed the PICOM Insurance Agency, Inc. in 1981. Red Mountain Casualty Insurance Company, Inc.: Red Mountain Casualty Insurance Company, Inc., an Alabama stock insurance corporation ("Red Mountain"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProNational owns 100% of the issued and outstanding shares of Red Mountain, which was capitalized on December 5, 1994, and became a member of the insurance holding company system on that date. On September 9, 2002, Red Mountain redomesticated from Illinois to Alabama and on September 13, 2002, it changed its name from ProNational Casualty Company to Red Mountain Casualty Insurance Company, Inc. American Medical Insurance Exchange: American Medical Insurance Exchange, an inactive Indiana interinsurance reciprocal exchange ("AMIE"), has its principal executive offices at 5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250. Professionals Group owns 100% of the issued and outstanding shares of American Insurance Management Corporation, an Indiana corporation ("AIMC"), which serves as the attorney-in-fact of AMIE. AIMC was acquired by ProNational on July 1, 1996, and, accordingly, AMIE became a member of the insurance holding company system on that date. MEEMIC Insurance Company: MEEMIC Insurance Company, a Michigan stock insurance corporation ("MEEMIC"), has its principal offices at 691 North Squirrel Road, Suite 100, Auburn Hills, Michigan 48326. MEEMIC Holdings, Inc., a Michigan business corporation ("MEEMIC Holdings"), owns 100% of the outstanding shares of MEEMIC Insurance Company. ProNational owns 100% of the outstanding shares of MEEMIC Holdings. MEEMIC Insurance Company first became a member of the insurance holding company system on April 7, 1997. Subsidiaries of NCRIC Corporation NCRIC, Inc. ("NCRIC") a District of Columbia insurance company has its principal executive offices at 1115 30th Street, NW, Washington, DC 20007. NCRIC Corporation, a Delaware business corporation owns 100% of the issued and outstanding shares of NCRIC. The Company became a part of the NCRIC insurance holding company system on April 13, 1990 by virtue of the initial purchase of all issued shares of common stock of Commonwealth Medical Liability Insurance Company. Effective December 31, 1998, NCRIC issued common stock. On August 3, 2005, ProAssurance Corporation acquired all shares of NCRIC through a merger with its parent corporation, NCRIC Corporation. Page 20, Exhibit D Item 2. Organizational Chart The identity of each member of the insurance holding company system with respect to which this Registration Statement is filed is set forth in the attached Exhibit A. SIGNATURE Pursuant to the requirements of Section 27-29-4, Code of Alabama 1975 The Medical Assurance Company, Inc. has caused this Amendment No. 1 to the Annual Registration Statement to be duly signed on its behalf in the City of Homewood and State of Alabama on the 12th day of August 2005. THE MEDICAL ASSURANCE COMPANY, INC. Seal By: /s/ Howard H. Friedman ---------------------------- Howard H. Friedman, Senior Vice President Attest: /s/ Kathryn A. Neville - ----------------------------- Kathryn A. Neville, Secretary CERTIFICATION The undersigned deposes and says that he has duly executed the attached registration statement dated August12, 2005 for and on behalf of The Medical Assurance Company, Inc.; that he is a Senior Vice President of such company, and that he has authority to execute and file such instrument. Deponent further says that he is familiar with such instrument and that the facts therein set forth are true to the best of his knowledge, information and belief. /s/ Howard H. Friedman ------------------------- Howard H. Friedman, Senior Vice President Page 21, Exhibit D FORM B Amendment No. 2 INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT Filed with the Insurance Department of the State of Alabama By The Medical Assurance Company, Inc. On Behalf of the Following Insurance Companies The Medical Assurance Company, Inc. 100 Brookwood Place, Homewood, Alabama 35209 and Woodbrook Casualty Insurance, Inc. 100 Brookwood Place, Homewood, Alabama 35209 Date: January 9, 2006 Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed: Kathryn A. Neville, Secretary The Medical Assurance Company, Inc. 100 Brookwood Place, Suite 300 Homewood, Alabama 35209 (800) 282-6242 Page 22, Exhibit D This Form B Amendment No. 2 to the Insurance Holding Company System Annual Registration Statement, reports on events occurring during from August 12, 2005 through January 6, 2006. 1.1 FORM B Amendment No. 2 Item 1. Identity and Control of Registrant ProAssurance Corporation: ProAssurance Corporation, a Delaware business corporation ("ProAssurance"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProAssurance owns 100% of Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), which owns 100% of the issued and outstanding shares of ProNational Insurance Company ("ProNational"), 100% of Medical Assurance, Inc, a Delaware business corporation and 100% of NCRIC Corporation (formerly known as NCRIC Group, Inc.), a Delaware business corporation which owns 100% of NCRIC, Inc. (see below). Subsidiaries of Medical Assurance, Inc. The Medical Assurance Company, Inc. On September 11, 1991, The Medical Assurance Company, Inc. ("TMAC") converted from a mutual insurer to a stock insurer pursuant to its Amended and Restated Plan of Conversion and Section 27-27-44 of the 1975 Code of Alabama (the "Conversion"). Effective August 31, 1995, TMAC became a wholly owned subsidiary of Medical Assurance, Inc. (formerly known as MAIC Holdings, Inc.) a Delaware corporation ("MAI") and the shareholders of TMAC became the sole shareholders of MAI without any material change in their proportionate ownership of TMAC and its subsidiaries. MAI was a newly formed Delaware holding corporation incorporated by TMAC to serve as a holding company for TMAC and its subsidiaries pursuant to a Plan of Exchange authorized by Sections 27-28-1 et. seq. of the Code of Alabama 1975 ("Plan of Exchange"). TMAC has its principal executive office and home office at 100 Brookwood Place, Homewood, Alabama 35209. Woodbrook Casualty Insurance, Inc. formerly known as Medical Assurance of West Virginia, Inc. ("Woodbrook") an Alabama stock insurance company has its principal executive offices at 100 Brookwood Place, Suite 300, Birmingham, Alabama 35209. Medical Assurance, Inc., a Delaware business corporation ("MAI"), owns 100% of the issued and outstanding shares of Woodbrook. On March 31, 1994, TMAC acquired all of the outstanding capital stock of Woodbrook, then known as West Virginia Hospital Insurance Company and first became a member of the holding company on that date. Effective March 31, 2005 the company redomesticated to the state of Alabama and was renamed Woodbrook Casualty Insurance, Inc. Page 23, Exhibit D Subsidiaries of Professionals Group, Inc. ProNational Insurance Company: ProNational Insurance Company, a Michigan stock insurance corporation ("ProNational"), has its principal executive offices at 2600 Professionals Drive, Box 150, Okemos, Michigan 48805-0150. Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), owns 100% of the issued and outstanding shares of ProNational. ProNational first became a member of an insurance holding company system when it formed the PICOM Insurance Agency, Inc. in 1981. Red Mountain Casualty Insurance Company, Inc. f/k/a ProNational Casualty Company: Red Mountain Casualty Insurance Company, Inc., an Alabama stock insurance corporation ("Red Mountain"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProNational owns 100% of the issued and outstanding shares of Red Mountain, which was capitalized on December 5, 1994, and became a member of the insurance holding company system on that date. On September 9, 2002, Red Mountain redomesticated from Illinois to Alabama and on September 13, 2002, it changed its name from ProNational Casualty Company to Red Mountain Casualty Insurance Company, Inc. American Medical Insurance Exchange: American Medical Insurance Exchange, an inactive Indiana interinsurance reciprocal exchange ("AMIE"), has its principal executive offices at 5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250. Professionals Group owns 100% of the issued and outstanding shares of American Insurance Management Corporation, an Indiana corporation ("AIMC"), which serves as the attorney-in-fact of AMIE. AIMC was acquired by ProNational on July 1, 1996, and, accordingly, AMIE became a member of the insurance holding company system on that date. Former Subsidiary of Professionals Group, Inc.: MEEMIC Insurance Company: MEEMIC Insurance Company, a Michigan stock insurance corporation ("MEEMIC"), has its principal offices at 691 North Squirrel Road, Suite 100, Auburn Hills, Michigan 48326. MEEMIC Holdings, Inc., a Michigan business corporation ("MEEMIC Holdings"), owns 100% of the outstanding shares of MEEMIC Insurance Company. ProNational owns 100% of the outstanding shares of MEEMIC Holdings. MEEMIC Insurance Company first became a member of the insurance holding company system on April 7, 1997. Effective January 1, 2006, MEEMIC was sold to Motors Insurance Corporation and is no longer a member of the ProAssurance Holding Company Group. Subsidiaries of NCRIC Corporation NCRIC, Inc. ("NCRIC") a District of Columbia insurance company has its principal executive offices at 1115 30th Street, NW, Washington, DC 20007. NCRIC Corporation, a Delaware business corporation owns 100% of the issued and outstanding shares of NCRIC. The Company became a part of the NCRIC insurance holding company system on April 13, 1990 by virtue of the initial purchase of all issued shares of common stock of Commonwealth Medical Liability Insurance Company. Effective December 31, 1998, NCRIC issued common stock. On August 3, 2005, ProAssurance Corporation acquired all shares of NCRIC through a merger with its parent corporation, NCRIC Corporation. Page 24, Exhibit D Item 2. Organizational Chart The identity of each member of the insurance holding company system with respect to which this Registration Statement is filed is set forth in the attached Exhibit A. Item 4. Biographical Information Board of Directors of ProAssurance Set forth below are 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 has ever been convicted in a criminal proceeding (excluding minor traffic violations) during the last 10 years. 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 ProAssurace, 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 B. None of these persons, to the knowledge of the Registrant, have had any convictions of crimes other than minor traffic violations during the past ten years. The address for all persons for the purposes of this registration statement is the address listed in Item 3. Item 5. Transactions and Agreements. a) Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the Registrant or of the Registrant by its affiliates; None b) Purchase, sales or exchanges of assets; Page 25, Exhibit D On December 12, 2005, NCRIC Physicians Organization, Inc. was sold by ConsiCare, Inc. to NCRIC Corporation in anticipation of the sale of ConsiCare, Inc. Effective December 31, 2005, ConsiCare, Inc. and HCI Ventures, LLC were sold to a non-affiliated party and are no longer part of the ProAssurance Holding Company. Effective January 1, 2006, MEEMIC Insurance Company and MEEMIC Insurance Services Corporation were sold to Motors Insurance Corporation pursuant to the Form A filed on November 10, 2005 and subsequently approved by the Michigan Office of Financial and Insurance Services by Motors Insurance. d) Guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the Registrant's assets to liability, other than insurance contracts entered into in the ordinary course of the registrant's business; None e) All management agreements, service contracts and all cost-sharing arrangements; TMAC amended its current Expense Sharing Agreement and Management Services Agreement with ProAssurance, Professionals Group, Medical Assurance, Inc., ProNational Insurance Company, Red Mountain Casualty Insurance Company, Inc. and Woodbrook Casualty Insurance, Inc. to include NCRIC, Inc. effective January 1, 2006. Copies of the amended agreements were provided in a Form D dated September 8, 2005 filed with the Alabama Insurance Commissioner. g) Dividends and other distributions to shareholders; None h) Consolidated tax allocation agreements; and ProAssurance restated the Tax Allocation Agreement with Professionals Group and its subsidiaries and Medical Assurance and its subsidiaries. A copy of the Tax Allocation Agreement was filed with the 2002 Form B and is incorporated herein by reference. Effective September 1, 2005, as a result of its merger with NCRIC Corporation, ProAssurance and its direct and indirect subsidiaries amended its Tax Allocation Agreement to include NCRIC Corporation and its direct and indirect subsidiaries. A copy of the amended Agreement was filed with a Form D dated September 8, 2005. Page 26, Exhibit D MEEMIC Insurance Company and MEEMIC Insurance Services Corporation are no longer parties to the above referenced agreement as a result of the sale of these companies effective January 1, 2006. i) Any pledge of the registrant's stock and/or of the stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system. None Item 9. Form C Required A Copy of Form C is being filed with this Form B Amendment No. 2. SIGNATURE Pursuant to the requirements of Section 27-29-4, Code of Alabama 1975 The Medical Assurance Company, Inc. has caused this Amendment No. 2 to the Annual Registration Statement to be duly signed on its behalf in the City of Homewood and State of Alabama on the 9th day of January 2006. THE MEDICAL ASSURANCE COMPANY, INC. Seal By: /s/ Howard H. Friedman ----------------------------------- Howard H. Friedman, President Attest: /s/ Kathryn A. Neville - ----------------------------- Kathryn A. Neville, Secretary CERTIFICATION The undersigned deposes and says that he has duly executed the attached registration statement dated January 9, 2006 for and on behalf of The Medical Assurance Company, Inc.; that he is the President of such company, and that he has authority to execute and file such instrument. Deponent further says that he is familiar with such instrument and that the facts therein set forth are true to the best of his knowledge, information and belief. /s/ Howard H. Friedman ----------------------------- Howard H. Friedman, President Page 27, Exhibit D FORM C SUMMARY OF REGISTRATION STATEMENT Filed with the Insurance Department of the State of Alabama By The Medical Assurance Company, Inc. On Behalf of the Following Insurance Companies The Medical Assurance Company, Inc. 100 Brookwood Place, Homewood, Alabama 35209 and Woodbrook Casualty Insurance, Inc. 100 Brookwood Place, Homewood, Alabama 35209 Date: January 9, 2005 Name, Title, Address and telephone number of individual to Whom Notices and Correspondence Concerning This Statement Should be Addressed: Kathryn A. Neville, Secretary The Medical Assurance Company, Inc. 100 Brookwood Place, Suite 300 Birmingham, Alabama 35209 (800) 282-6242 Page 28, Exhibit D Item 1. Identity and Control of Registrant Not applicable. Item 2. Organizational Chart 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. The Ultimate Controlling Person Not applicable. Item 4. Biographical Information Effective January 1, 2006, Jeffrey P. Lisenby replaced Howard H. Friedman as Secretary of ProAssurance Corporation. Mr. Lisenby has served as an officer of several direct and indirect subsidiaries of ProAssurance prior to January 1, 2006. Item 5. Transactions and Agreements ProAssurance amended its Tax Allocation Agreement to include NCRIC, Inc. effective September 1, 2005. A Form D dated September 8, 2005 was filed with the Michigan, Indiana and Alabama Insurance Commissioners. Effective January 1, 2006, MEEMIC Insurance Company and MEEMIC Insurance Services Corporation are no longer parties to the Tax Allocation Agreement by virtue of the sale of those companies. TMAC amended its current Expense Sharing Agreement and Management Services Agreements with ProAssurance, Professionals Group, Medical Assurance, Inc., ProNational Insurance Company, Red Mountain Casualty Insurance Company, Inc. and Woodbrook Casualty Insurance, Inc. to include NCRIC, Inc. effective January 1, 2006. A Form D dated September 8, 2005 was filed with the Alabama Insurance Commissioner. Page 29, Exhibit D Item 6. Litigation or Administrative Proceedings Not applicable. Item 7. Statement Regarding Plan or Series of Transactions Transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur. Item 8. Financial Statements and Exhibits Exhibit A Organizational Chart Exhibit B Biographical Affidavit for Jeffrey P. Lisenby Page 30, Exhibit D EX-2.6 7 a5104525ex2_6.txt EXHIBIT 2.6 Exhibit 2.6 / Exhibit E, Form B filed by ProNational Insurance Company. FORM B INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT Filed with the Insurance Department of the States of Michigan, Alabama and Indiana By ProNational Insurance Company On Behalf of the Following Insurance Companies ProNational Insurance Company 2600 Professionals Drive, Box 150, Okemos, MI 48805-0150 and Red Mountain Casualty Insurance Company, Inc. 100 Brookwood Place, Homewood, Alabama 35209 and American Medical Insurance Exchange 5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250 and MEEMIC Insurance Company 691 North Squirrel Road, Suite 100 Auburn Hills, Michigan 48326 Date: April 27, 2005 Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed: Kathryn A. Neville, Secretary ProNational Insurance Company 100 Brookwood Place, Suite 300 Homewood, Alabama 35209 (800) 282-6242 Page 1 Exhibit E This Form B Insurance Holding Company System Annual Registration Statement, reports on events occurring during 2004. 1.2 FORM B Item 1. Identity and Control of Registrant ProAssurance Corporation: ProAssurance Corporation, a Delaware business corporation ("ProAssurance"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProAssurance owns 100% of Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), which owns 100% of the issued and outstanding shares of ProNational Insurance Company ("ProNational") and 100% of Medical Assurance, Inc, a Delaware business corporation. Subsidiaries of Professionals Group, Inc. ProNational Insurance Company: ProNational Insurance Company, a Michigan stock insurance corporation ("ProNational"), has its principal executive offices at 2600 Professionals Drive, Box 150, Okemos, Michigan 48805-0150. Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), owns 100% of the issued and outstanding shares of ProNational. ProNational first became a member of an insurance holding company system when it formed the PICOM Insurance Agency, Inc. in 1981. Red Mountain Casualty Insurance Company, Inc. f/k/a ProNational Casualty Company: Red Mountain Casualty Insurance Company, Inc., an Alabama stock insurance corporation ("Red Mountain"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProNational owns 100% of the issued and outstanding shares of Red Mountain, which was capitalized on December 5, 1994, and became a member of the insurance holding company system on that date. On September 9, 2002, Red Mountain redomesticated from Illinois to Alabama and on September 13, 2002, it changed its name from ProNational Casualty Company to Red Mountain Casualty Insurance Company, Inc. American Medical Insurance Exchange: American Medical Insurance Exchange, an inactive Indiana interinsurance reciprocal exchange ("AMIE"), has its principal executive offices at 5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250. Professionals Group owns 100% of the issued and outstanding shares of American Insurance Management Corporation, an Indiana corporation ("AIMC"), which serves as the attorney-in-fact of AMIE. AIMC was acquired by ProNational on July 1, 1996, and, accordingly, AMIE became a member of the insurance holding company system on that date. Page 2, Exhibit E MEEMIC Insurance Company: MEEMIC Insurance Company, a Michigan stock insurance corporation ("MEEMIC"), has its principal offices at 691 North Squirrel Road, Suite 100, Auburn Hills, Michigan 48326. MEEMIC Holdings, Inc., a Michigan business corporation ("MEEMIC Holdings"), owns 100% of the outstanding shares of MEEMIC Insurance Company. ProNational owns 100% of the outstanding shares of MEEMIC Holdings. MEEMIC Insurance Company first became a member of the insurance holding company system on April 7, 1997. Subsidiaries of Medical Assurance, Inc. The Medical Assurance Company, Inc. On September 11, 1991, The Medical Assurance Company, Inc. ("TMAC") converted from a mutual insurer to a stock insurer pursuant to its Amended and Restated Plan of Conversion and Section 27-27-44 of the 1975 Code of Alabama (the "Conversion"). Effective August 31, 1995, TMAC became a wholly owned subsidiary of Medical Assurance, Inc. (formerly known as MAIC Holdings, Inc.) a Delaware corporation ("MAI") and the shareholders of TMAC became the sole shareholders of MAI without any material change in their proportionate ownership of TMAC and its subsidiaries. MAI was a newly formed Delaware holding corporation incorporated by TMAC to serve as a holding company for TMAC and its subsidiaries pursuant to a Plan of Exchange authorized by Sections 27-28-1 et. seq. of the Code of Alabama 1975 ("Plan of Exchange"). TMAC has its principal executive office and home office at 100 Brookwood Place, Homewood, Alabama 35209. Medical Assurance of West Virginia, Inc. ("MAWV") a West Virginia stock insurance company has its principal executive offices at 107 Capitol Street, Suite 200, Charleston, West Virginia 25301. Medical Assurance, Inc., a Delaware business corporation ("MAI"), owns 100% of the issued and outstanding shares of MAWV. On March 31, 1994, TMAC acquired all of the outstanding capital stock of MAWV, then known as West Virginia Hospital Insurance Company and first became a member of the holding company on that date. Effective March 31, 2005 MAWV redomesticated to the state of Alabama and was renamed Woodbrook Casualty Insurance, Inc. Item 2. Organizational Chart Please refer to Exhibit A Page 3, Exhibit E Item 3. The Ultimate Controlling Person a) Name: ProAssurance Corporation b) Home Office Address: 100 Brookwood Place, Homewood, Alabama 35209 c) Principal Executive Office Address: 100 Brookwood Place, Homewood, Alabama 35209 d) Organizational Structure: Delaware Holding Corporation e) Principal Business of the Person: Holding Company for Registrant. f) Name and address of any person who holds or owns or has the right to acquire 10% or more of any class of voting security, the class of such security, the number of shares held of record or known to be beneficially owned, and the percentage of class so held or owned; There are currently no holders of 10%, nor does any person hold the right to acquire 10% or more of any class of ProAssurance Corporation stock. g) If court proceedings involving a reorganization or liquidation are pending, for any ultimate or intermediate controlling person, indicate the title and location of the court, the nature of proceedings and the date when commenced. Not applicable. Item 4. Biographical Information Board of Directors of ProAssurance Set forth below are 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 has ever been convicted in a criminal proceeding (excluding minor traffic violations) during the last 10 years. A. DERRILL CROWE, M.D. -[address removed for privacy purposes]. Chairman and Chief Executive Officer of ProAssurance. Member of ProAssurance board since June, 2001. See Dr. Crowe's biographical statement under the heading "Executive Officers" in this Item 3. VICTOR T. ADAMO, ESQ., CPCU -[address removed for privacy purposes]. Vice Chairman and President of ProAssurance. Member of ProAssurance board since June, 2001. Page 4, Exhibit E See Mr. Adamo's biographical statement under the heading "Executive Officers" in this Item 3. LUCIAN F. BLOODWORTH - [address removed for privacy purposes]. (Age 64) Member of ProAssurance board since August, 2002. Mr. Bloodworth is the Chairman of Cain Manufacturing, a Birmingham, Alabama based firm. Mr. Bloodworth is a director of First American Bank (formerly National Bank of Commerce of Birmingham, Alabama) and served as National Bank of Commerce's Executive Vice President from 1983 to 1987. Mr. Bloodworth has been a fellow of the Society of Actuaries and a member of the American Academy of Actuaries. PAUL R. BUTRUS - [address removed for privacy purposes]. Vice Chairman. Member of ProAssurance board since June, 2001. See Mr. Butrus's biographical statement under the heading "Executive Officers" in this Item 3. ROBERT E. FLOWERS, M.D. - [address removed for privacy purposes] (Age 55) Member of ProAssurance board since June, 2001. Dr. Flowers has served on the board of directors of Medical Assurance since its formation on February 8, 1995 and as a director of The Medical Assurance Company from 1985 to 2000. He practiced as a physician with Gynecology Associates of Dothan, P.C., Dothan, Alabama, prior to his retirement in 2001. JOHN JAMES MCMAHON, JR. - [address removed for privacy purposes]. (Age 62) Member of ProAssurance board since February 22, 2002. Mr. McMahon has served as the Chairman of Ligon Industries, LLC and Chairman of the Executive Committee of McWane, Inc. in Birmingham, Alabama since 1999. Prior to that time, Mr. McMahon served as Chairman of the Board of McWane, Inc. He also serves as a director of Protective Life Corporation, Alabama National BanCorporation and John H. Harland Co., where he is a member of its audit committee. JOHN P. NORTH, JR. - [address removed for privacy purposes] (Age 69) Member of ProAssurance board since June, 2001. Mr. North has served on the board of directors of Medical Assurance since June of 1996. He is a certified public accountant who was a partner of the accounting firm of Coopers & Lybrand LLP until his retirement in September 1995. Page 5, EXHIBIT E ANN F. PUTALLAZ, Ph.D., - [address removed for privacy purposes]. (Age 59) Member of ProAssurance board since June, 2001. Ms. Putallaz had served as a director of Professionals Group, Inc. since 1996 and its Vice Chairman since 1999. For the past five years, Ms. Putallaz has been the Vice President and Director of Data Communication Services of Munder Capital Management, an investment advisor to The Munder Funds, an open-end investment company registered under the Investment Company Act of 1940, as amended. WILLIAM H. WOODHAMS, M.D., [address removed for privacy purposes] (Age 67) Westside Family Medical Center, P.C. Member of the Professionals Group Board since 1996. Dr. Woodhams had served as a director of Professionals Group (since 1996) and its Chairman (since 1999) and a director of ProNational Insurance Company since 1980. Dr. Woodhams is a board certified family practice physician and has been in private practice in Kalamazoo, Michigan since 1964. WILFRED W. YEARGAN, JR.,M.D., [address removed for privacy purposes] (Age 65) Medical Surgical Eyecare. Member of the ProAssurance Board since May 28, 2003. Dr. Yeargan has practiced medicine in Tuscaloosa, Alabama, specializing in ophthalmology for over thirty years. Dr. Yeargan has participated as a member of the underwriting and claims advisory committees of The Medical Assurance Company, Inc. since it began operations in 1977. EXECUTIVE OFFICERS VICTOR T. ADAMO - [address removed for privacy purposes]- Vice Chairman of the Board and President and of ProAssurance. (Age 56) Mr. Adamo served as a director and President and Chief Executive Officer of Professionals Group (since 1996), Mr. Adamo has served as a director of ProNational Insurance Company since 1990 and its Chief Executive Officer since 1987. He has been a director of MEEMIC Holdings, Inc. since October 1998 and is also chairman and a director of MEEMIC Insurance Company. Prior to joining ProNational, Mr. Adamo was in private legal practice from 1975 to 1985. Mr. Adamo also holds positions as an officer and director of various direct and indirect subsidiaries of ProAssurance. A. DERRILL CROWE, M.D. - [address removed for privacy purposes] - (Age 68) Dr. Crowe has served as a director and as Chairman of the Board and Chief Executive Officer of ProAssurance since it began operations in June 2001. Dr. Crowe has served as a director and Chairman, President and Chief Executive Officer of Medical Assurance, Inc. since its organization in 1995 and as President and Chief Executive Officer and a director of The Medical Assurance Company, Inc. (formerly Mutual Assurance, Inc.) since its first operations in 1977. Dr. Crowe has also been Chairman and a director of MEEMIC Holdings, Inc. and a director of MEEMIC Insurance Company since 2001. Dr. Crowe is the President and a director of Woodbrook and holds positions as an officer and director of various direct and indirect subsidiaries of ProAssurance. Page 6, Exhibit E PAUL R. BUTRUS - [address removed for privacy purposes] - (Age 63) Mr. Butrus has served as a director of ProAssurance since it began operations in June 2001 and was appointed its Vice Chairman in September 2001. Prior to that time, Mr. Butrus was a director and Executive Vice President and Chief Operating Officer of Medical Assurance, Inc. (since 1995). Mr. Butrus has held various positions with TMAC since 1977. Mr. Butrus is Vice President and a director of Woodbrook and holds positions as an officer and director of various direct and indirect subsidiaries of ProAssurance. HOWARD H. FRIEDMAN - [address removed for privacy purposes] - (Age 46) Senior Vice President and Secretary. Mr. Friedman has served in a number of positions for TMAC since 1996, most recently as Senior Vice President of TMAC. He also serves as a director of ProNational, MEEMIC and Woodbrook and holds positions as an officer and director of various direct and indirect subsidiaries of ProAssurance. Mr. Friedman is an Associate of the Casualty Actuarial Society. JAMES J. MORELLO - [address removed for privacy purposes] - (Age 56) Chief Accounting Officer and Treasurer. Mr. Morello was appointed as Senior Vice President, Chief Accounting Officer and Treasurer in June 2001. Mr. Morello has been Senior Vice President and Treasurer of Medical Assurance, Inc. since its formation in February of 1995. Mr. Morello has been employed as Treasurer and Chief Financial Officer of TMAC since 1984. He also serves as Treasurer and a director of ProNational, Red Mountain and Woodbrook and holds positions as an officer and director of various direct and indirect subsidiaries of ProAssurance. Mr. Morello is a certified public accountant. FRANK B. O'NEIL - [address removed for privacy purposes]- (Age 51) Senior Vice President of Corporate Communications. Mr. O'Neil was appointed as Senior Vice President and Investor Relations in September 2001. Mr. O'Neil has been Senior Vice President of Corporate Communications for Medical Assurance, Inc. since 1997 and employed by TMAC and its subsidiaries since 1987. EDWARD L. RAND, JR. - [address removed for privacy purposes]- (Age 38) Chief Financial Officer. Mr. Rand joined ProAssurance in November 2004. Mr. Rand was Head of Corporate Finance at PartnerRe, Ltd. from 2001 until September, 2004. Prior to that position, Mr. Rand was Treasurer and Chief Financial Officer of Atlantic American Corporation from August 1997 through 2000; a company he joined after serving as Controller of United Capitol Insurance Company. Prior to his employment in the insurance industry Mr. Rand spent four years with Coopers and Lybrand, which is now PriceWaterhouseCoopers. He is a certified public accountant and a graduate of Davidson College. Page 7, Exhibit E None of these persons, to the knowledge of the Registrant, have had any convictions of crimes other than minor traffic violations during the past ten years. The address for all persons for the purposes of this registration statement is the address listed in Item 3. Item 5. Transactions and Agreements. a) Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the Registrant or of the Registrant by its affiliates; MEEMIC Insurance Services Corporation has an $8 million loan from MEEMIC, with an annual interest rate of 6% and monthly interest and principal payments of $73,978 through December 31, 2012. c) Purchase, sales or exchanges of assets; See 5. a) above. c) Transactions not in the ordinary course of business; See 5. a) above. d) Guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the Registrant's assets to liability, other than insurance contracts entered into in the ordinary course of the registrant's business; None e) All management agreements, service contracts and all cost-sharing arrangements; Expense Allocation Agreements: - ProNational and Physicians Protective Plan, Inc., a Florida business corporation, entered into an expense allocation agreement effective January 1, 1999 for distribution of certain overhead expenses. A copy of the Expense Allocation Agreement was filed as an Exhibit to the 1999 Form B and is incorporated herein by reference. Page 8, Exhibit E - ProNational and MEEMIC entered into an expense allocation agreement effective July 1, 1999, to allocate certain expenses for purposes of statutory and financial reporting. A copy of the Expense Allocation Agreement was filed as an Exhibit to the 2000 Form B and is incorporated herein by reference. - Professionals Group, ProNational, TMAC, RMC, MAI, and ProAssurance amended its expense allocation agreement to include Medical Assurance of West Virginia, Inc. dated January 1 2004 and effective July 1, 2004, for distribution of certain overhead expenses. A copy of the Expense Allocation Agreement is attached hereto as Exhibit B. Management Services Agreements: ProNational, and TMAC amended its Insurance Company Management Services Agreement to share management services on insurance company operations, to include Red Mountain effective January 1, 2003. A copy of the Insurance Company Management Services Agreement was filed as an Exhibit to the 2003 Form B and is incorporated herein by reference. f) Reinsurance agreements; - Effective September 1, 2004, ProNational and Red Mountain amended and replaced its Quota Share Reinsurance Contract on file with the states of Michigan and Alabama previously effective October 1, 2002. A copy of Quota share Reinsurance Contract is attached hereto as Exhibit C. - Effective August 7, 2003, ProNational Insurance Company and Professionals National Insurance Co., Ltd. entered into a Quota Share Reinsurance Contract. The agreement is a standard form reinsurance contract which is utilized between a segregated cell within Professionals National Insurance Co., the offshore entity and ProNational. The client in the segregated cell is the ultimate bearer of the risk rather than Professionals National. The client establishes a fully funded account using a letter of credit or other mechanism. A copy of the Quota Share Reinsurance Contract is attached as Exhibit D. - Effective January 1, 2003, MEEMIC and ProNational commuted their Quota Share Reinsurance Contract which was terminated on July 1, 1999. A copy of the Commutation Agreement was filed as an Exhibit to the 2003 Form B and is incorporated herein by reference. Page 9, Exhibit E - Effective December 31, 1997, ProNational assumed all of the existing in force policies and existing insurance liabilities of ProNational Casualty pursuant to an Assumption Reinsurance Agreement. A copy of the Assumption Reinsurance Agreement was filed as an exhibit to the 1998 Form B filing and is incorporated herein by reference. - Effective December 31, 1996, PICOM assumed all of the existing in force policies and existing insurance liabilities of AMIE pursuant to an Assumption Reinsurance Agreement. A copy of the Assumption Reinsurance Agreement was filed as an exhibit to the 1997 Form B filing and is incorporated herein by reference. - Effective January 1, 1997, ProNational and AMIE entered into a Quota Share Reinsurance Contract pursuant to which ProNational has reinsured 90% of any insurance liabilities written by AMIE. A copy of the Quota Share Reinsurance Contract was filed as an exhibit to the 1997 Form B filing and is incorporated herein by reference. g) Dividends and other distributions to shareholders; ProNational declared a cash dividend in the amount of Eighteen Million Dollars ($18,000,000.00) to its parent company, Professionals Group, Inc. on November 12, 2004. This dividend was an ordinary dividend in accordance with the Michigan Insurance Code. Red Mountain Casualty Insurance Company, Inc. declared a cash dividend in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) to its parent company ProNational Insurance Company on April 7, 2004. This dividend was an ordinary dividend in accordance with the Alabama Insurance Code. h) Consolidated tax allocation agreements; and As a part of the merger, ProAssurance restated the Tax Allocation Agreement with Professionals Group and its subsidiaries and Medical Assurance and its subsidiaries. A copy of the Tax Allocation Agreement was filed with the 2002 Form B and is incorporated herein by reference. ProNational, MEEMIC and MEEMIC Holdings have entered into a Tax Allocation Agreement dated September 15, 2000. A copy of the Tax Allocation Agreement was filed as an Exhibit to the 2001 Form B and is incorporated herein by reference. Page 10, Exhibit E MEEMIC and MEEMIC Holdings have a Tax Allocation Agreement dated December 6, 1999. A copy of the Tax Allocation Agreement was filed as an Exhibit to the 2000 Form B and is incorporated herein by reference. i) Any pledge of the registrant's stock and/or of the stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system. None Item 6. Litigation or Administrative Proceedings None Item 7. Statement Regarding Plan or Series of Transactions Transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur. Item 8. Financial Statements and Exhibits (a) The Financial Statements and exhibits referred to in this item are attached to this Form B as exhibits. (b) & (c) ProAssurance Corporation is listed on the New York Stock Exchange and filed periodic reports with the Securities and Exchange Commission. For 2004 ProAssurance Corporation filed the following periodic reports which are included as Exhibits to this Form B. Quarterly Reports for ProAssurance: Form 10-Q for the period ending March 31, 2004. Attached as Exhibit E. Form 10-Q for the period ending June 30, 2004. Attached as Exhibit F. Form 10-Q for the period ending September 30, 2004. Attached as Exhibit G. Intermittent Reports for ProAssurance Corporation are available at www.proassurance.com Page 11, Exhibit E Annual Reports for ProAssurance: Form 10-K for the year ending December 31, 2004, which includes the annual financial statements of ProAssurance, including the certification of Ernst & Young LLP independent public accountant, to the effect that the statements present fairly the financial position of ProAssurance and the results of operations for 2004 in conformity with accounting principles generally accepted in the United States of America. (d) Not Applicable. (e) Not Applicable. (f) ProAssurance Corporation 2005 Proxy Statement (Schedule 14-A) for the 2005 Annual Meeting of Shareholders. Attached as Exhibit H. (g) ProAssurance Corporation's 2004 Annual Report to Shareholders. Attached as Exhibit I. Item 9. Form C Required A Copy of Form C is being filed with this Form B. SIGNATURE Pursuant to the requirements of Section 1325 of the Act, Registrant has caused this Form B to be duly signed on its behalf in Birmingham, Alabama on the 27th day of April, 2005. PRONATIONAL INSURANCE COMPANY Seal By: /s/ Victor T. Adamo -------------------------------- Victor T. Adamo, President Attest: /s/ Kathryn A. Neville - ----------------------------- Kathryn A. Neville, Secretary CERTIFICATION The undersigned deposes and says that he has duly executed the attached registration statement dated April 27, 2005 for and on behalf of ProNational Insurance Company; that he is the President of such company, and that he has authority to execute and file such instrument. Deponent further says that he is familiar with such instrument 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 Page 12, Exhibit E APPENDIX Exhibit A Organizational Chart Exhibit B Expense Allocation Agreement dated January 1, 2004 Exhibit C Quota Share Reinsurance Agreement effective September 1, 2004 Exhibit D Quota Share Reinsurance Agreement effective August 7, 2003 Exhibit E ProAssurance 10-Q - March 31, 2004 Exhibit F ProAssurance 10-Q - June 30, 2004 Exhibit G ProAssurance 10-Q - September 30, 2004 Exhibit H ProAssurance Form 14-A (Proxy Statement) 2005 Exhibit I ProAssurance 2004 Annual Report to Shareholders Page 13, Exhibit E *****SEE ATTACHED SUPPLEMENTAL PDF for EXHIBIT 2.5***** Page 14, Exhibit E FORM C SUMMARY OF REGISTRATION STATEMENT Filed with the Insurance Department of the States of Michigan, Alabama and Indiana By ProNational Insurance Company On Behalf of the Following Insurance Companies ProNational Insurance Company 2600 Professionals Drive, Box 150, Okemos, MI 48805-0150 and Red Mountain Casualty Insurance Company, Inc. 100 Brookwood Place, Homewood, Alabama 35209 and American Medical Insurance Exchange 5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250 and MEEMIC Insurance Company 691 North Squirrel Road, Suite 100, Auburn Hills, Michigan 48326 Date: April 27, 2005 Name, Title, Address and telephone number of individual to Whom Notices and Correspondence Concerning This Statement Should be Addressed: Kathryn A. Neville, Secretary ProNational Insurance Company 100 Brookwood Place, Suite 500 Birmingham, Alabama 35209 (800) 282-6242 Page 15, Exhibit E Item 1. Identity and Control of Registrant Not applicable. Item 2. Organizational Chart Not applicable. Item 3. The Ultimate Controlling Person Not applicable. Item 4. Biographical Information Effective November 8, 2004, Edward L. Rand, Jr. was been appointed Senior Vice President, Finance of ProAssurance Corporation. Mr. Rand was subsequently elected as Chief Financial Officer of ProAssurance in 2005. ARTICLE 2 Item 5. Transactions and Agreements ProNational amended its current Expense Sharing Agreement with ProAssurance, Professionals Group, Medical Assurance, Inc., The Medical Assurance Company, Inc. and Red Mountain Casualty Insurance Company, Inc. to include Medical Assurance of West Virginia, Inc. effective July 1, 2004. Effective September 1, 2004, ProNational and Red Mountain amended and replaced its Quota Share Reinsurance Contract on file with the states of Michigan and Alabama previously effective October 1, 2002. ProNational and Professionals National Insurance Company entered into a reinsurance agreement filed with the Michigan Insurance Commission on April 15, 2004. ProNational declared a cash dividend in the amount of Eighteen Million Dollars ($18,000,000.00) to its parent company, Professionals Group, Inc. on November 12, 2004. The dividend was funded on November 29, 2004. Red Mountain Casualty Insurance Company, Inc. declared a cash dividend in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) to its parent company ProNational Insurance Company on April 7, 2004. The dividend was funded on April 19, 2004. Item 6. Litigation or Administrative Proceedings Not applicable. Page 16, Exhibit E Item 7. Statement Regarding Plan or Series of Transactions Transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur. Item 8. Financial Statements and Exhibits The periodic financial statements, 2004 Annual Reports and the 2005 proxy statement of ProAssurance Corporation have been filed as Exhibits to the Form B. 2.1 SIGNATURE Pursuant to the requirements of Section 1325 of the Act, Registrant has caused this registration statement to be duly signed on its behalf in Birmingham, Alabama on the 27th of April, 2005. PRONATIONAL INSURANCE COMPANY Seal By: /s/ Victor T. Adamo ----------------------------- Victor T. Adamo, President Attest: /s/ Kathryn A. Neville Kathryn A. Neville, Secretary CERTIFICATION The undersigned deposes and says that he has duly executed the attached registration statement dated April 27, 2005, for and on behalf of ProNational Insurance Company; that he is the President of such company, and that he has authority to execute and file such instrument. Deponent further says that he is familiar with such instrument and that the facts therein set forth are true to the best of her knowledge, information and belief. /s/ Victor T. Adamo -------------------------- Victor T. Adamo, President Page 17, Exhibit E FORM B Amendment No. 1 INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT Filed with the Insurance Department of the States of Michigan, Alabama and Indiana By ProNational Insurance Company On Behalf of the Following Insurance Companies ProNational Insurance Company 2600 Professionals Drive, Box 150, Okemos, MI 48805-0150 and Red Mountain Casualty Insurance Company, Inc. 100 Brookwood Place, Homewood, Alabama 35209 and American Medical Insurance Exchange 5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250 and MEEMIC Insurance Company 691 North Squirrel Road, Suite 100 Auburn Hills, Michigan 48326 Date: August 12, 2005 Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed: Kathryn A. Neville, Secretary ProNational Insurance Company 100 Brookwood Place, Suite 300 Homewood, Alabama 35209 (800) 282-6242 Page 18, Exhibit E This Form B Amendment No. 1 to the Insurance Holding Company System Annual Registration Statement, reports on events occurring during 2005 through August 12, 2005. 2.2 FORM B Item 1. Identity and Control of Registrant ProAssurance Corporation: ProAssurance Corporation, a Delaware business corporation ("ProAssurance"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProAssurance owns 100% of Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), which owns 100% of the issued and outstanding shares of ProNational Insurance Company ("ProNational"), 100% of Medical Assurance, Inc, a Delaware business corporation and 100% of NCRIC Corporation (formerly known as NCRIC Group, Inc.), a Delaware business corporation which owns 100% of NCRIC, Inc. (see below). Subsidiaries of Professionals Group, Inc. ProNational Insurance Company: ProNational Insurance Company, a Michigan stock insurance corporation ("ProNational"), has its principal executive offices at 2600 Professionals Drive, Box 150, Okemos, Michigan 48805-0150. Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), owns 100% of the issued and outstanding shares of ProNational. ProNational first became a member of an insurance holding company system when it formed the PICOM Insurance Agency, Inc. in 1981. Red Mountain Casualty Insurance Company, Inc. f/k/a ProNational Casualty Company: Red Mountain Casualty Insurance Company, Inc., an Alabama stock insurance corporation ("Red Mountain"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProNational owns 100% of the issued and outstanding shares of Red Mountain, which was capitalized on December 5, 1994, and became a member of the insurance holding company system on that date. On September 9, 2002, Red Mountain redomesticated from Illinois to Alabama and on September 13, 2002, it changed its name from ProNational Casualty Company to Red Mountain Casualty Insurance Company, Inc. American Medical Insurance Exchange: American Medical Insurance Exchange, an inactive Indiana interinsurance reciprocal exchange ("AMIE"), has its principal executive offices at 5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250. Professionals Group owns 100% of the issued and outstanding shares of American Insurance Management Corporation, an Indiana corporation ("AIMC"), which serves as the attorney-in-fact of AMIE. AIMC was acquired by ProNational on July 1, 1996, and, accordingly, AMIE became a member of the insurance holding company system on that date. Page 19 Exhibit E MEEMIC Insurance Company: MEEMIC Insurance Company, a Michigan stock insurance corporation ("MEEMIC"), has its principal offices at 691 North Squirrel Road, Suite 100, Auburn Hills, Michigan 48326. MEEMIC Holdings, Inc., a Michigan business corporation ("MEEMIC Holdings"), owns 100% of the outstanding shares of MEEMIC Insurance Company. ProNational owns 100% of the outstanding shares of MEEMIC Holdings. MEEMIC Insurance Company first became a member of the insurance holding company system on April 7, 1997. Subsidiaries of Medical Assurance, Inc. The Medical Assurance Company, Inc. On September 11, 1991, The Medical Assurance Company, Inc. ("TMAC") converted from a mutual insurer to a stock insurer pursuant to its Amended and Restated Plan of Conversion and Section 27-27-44 of the 1975 Code of Alabama (the "Conversion"). Effective August 31, 1995, TMAC became a wholly owned subsidiary of Medical Assurance, Inc. (formerly known as MAIC Holdings, Inc.) a Delaware corporation ("MAI") and the shareholders of TMAC became the sole shareholders of MAI without any material change in their proportionate ownership of TMAC and its subsidiaries. MAI was a newly formed Delaware holding corporation incorporated by TMAC to serve as a holding company for TMAC and its subsidiaries pursuant to a Plan of Exchange authorized by Sections 27-28-1 et. seq. of the Code of Alabama 1975 ("Plan of Exchange"). TMAC has its principal executive office and home office at 100 Brookwood Place, Homewood, Alabama 35209. Woodbrook Casualty Insurance, Inc. formerly known as Medical Assurance of West Virginia, Inc. ("Woodbrook") an Alabama stock insurance company has its principal executive offices at 100 Brookwood Place, Suite 300, Birmingham, Alabama 35209. Medical Assurance, Inc., a Delaware business corporation ("MAI"), owns 100% of the issued and outstanding shares of Woodbrook. On March 31, 1994, TMAC acquired all of the outstanding capital stock of Woodbrook, then known as West Virginia Hospital Insurance Company and first became a member of the holding company on that date. Effective March 31, 2005 the company redomesticated to the state of Alabama and was renamed Woodbrook Casualty Insurance, Inc. Subsidiaries of NCRIC Corporation NCRIC, Inc. ("NCRIC") a District of Columbia insurance company has its principal executive offices at 1115 30th Street, NW, Washington, DC 20007. NCRIC Corporation, a Delaware business corporation owns 100% of the issued and outstanding shares of NCRIC. The Company became a part of the NCRIC insurance holding company system on April 13, 1990 by virtue of the initial purchase of all issued shares of common stock of Commonwealth Medical Liability Insurance Company. Effective December 31, 1998, NCRIC issued common stock. On August 3, 2005, ProAssurance Corporation acquired all shares of NCRIC through a merger with its parent corporation, NCRIC Corporation. Page 20, Exhibit E Item 2. Organizational Chart The identity of each member of the insurance holding company system with respect to which this Registration Statement is filed is set forth in the attached Exhibit A. SIGNATURE Pursuant to the requirements of Section 1325 of the Act, Registrant has caused this Form B Amendment No. 1 to be duly signed on its behalf in Birmingham, Alabama on the 12th day of August, 2005. PRONATIONAL INSURANCE COMPANY Seal By: /s/ Victor T. Adamo -------------------------------- Victor T. Adamo, President Attest: /s/ Kathryn A. Neville - ----------------------------- Kathryn A. Neville, Secretary CERTIFICATION The undersigned deposes and says that he has duly executed the attached registration statement dated August 12, 2005 for and on behalf of ProNational Insurance Company; that he is the President of such company, and that he has authority to execute and file such instrument. Deponent further says that he is familiar with such instrument 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 Page 21, Exhibit E FORM B Amendment No. 2 INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT Filed with the Insurance Department of the States of Michigan, Alabama and Indiana By ProNational Insurance Company On Behalf of the Following Insurance Companies ProNational Insurance Company 2600 Professionals Drive, Box 150, Okemos, MI 48805-0150 and Red Mountain Casualty Insurance Company, Inc. 100 Brookwood Place, Homewood, Alabama 35209 and American Medical Insurance Exchange 5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250 Date: January 9, 2006 Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed: Kathryn A. Neville, Secretary ProNational Insurance Company 100 Brookwood Place, Suite 300 Homewood, Alabama 35209 (800) 282-6242 Page 22, Exhibit E This Form B Amendment No. 2 to the Insurance Holding Company System Annual Registration Statement, reports on events occurring during from August 12, 2005 through January 6, 2006. 2.3 FORM B Amendment No. 2 Item 1. Identity and Control of Registrant ProAssurance Corporation: ProAssurance Corporation, a Delaware business corporation ("ProAssurance"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProAssurance owns 100% of Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), which owns 100% of the issued and outstanding shares of ProNational Insurance Company ("ProNational"), 100% of Medical Assurance, Inc, a Delaware business corporation and 100% of NCRIC Corporation (formerly known as NCRIC Group, Inc.), a Delaware business corporation which owns 100% of NCRIC, Inc. (see below). Subsidiaries of Professionals Group, Inc. ProNational Insurance Company: ProNational Insurance Company, a Michigan stock insurance corporation ("ProNational"), has its principal executive offices at 2600 Professionals Drive, Box 150, Okemos, Michigan 48805-0150. Professionals Group, Inc., a Michigan business corporation ("Professionals Group"), owns 100% of the issued and outstanding shares of ProNational. ProNational first became a member of an insurance holding company system when it formed the PICOM Insurance Agency, Inc. in 1981. Red Mountain Casualty Insurance Company, Inc. f/k/a ProNational Casualty Company: Red Mountain Casualty Insurance Company, Inc., an Alabama stock insurance corporation ("Red Mountain"), has its principal executive offices at 100 Brookwood Place, Homewood, Alabama 35209. ProNational owns 100% of the issued and outstanding shares of Red Mountain, which was capitalized on December 5, 1994, and became a member of the insurance holding company system on that date. On September 9, 2002, Red Mountain redomesticated from Illinois to Alabama and on September 13, 2002, it changed its name from ProNational Casualty Company to Red Mountain Casualty Insurance Company, Inc. American Medical Insurance Exchange: American Medical Insurance Exchange, an inactive Indiana interinsurance reciprocal exchange ("AMIE"), has its principal executive offices at 5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250. Professionals Group owns 100% of the issued and outstanding shares of American Insurance Management Corporation, an Indiana corporation ("AIMC"), which serves as the attorney-in-fact of AMIE. AIMC was acquired by ProNational on July 1, 1996, and, accordingly, AMIE became a member of the insurance holding company system on that date. Page 23, Exhibit E Former Subsidiary of Professionals Group, Inc.: MEEMIC Insurance Company: MEEMIC Insurance Company, a Michigan stock insurance corporation ("MEEMIC"), has its principal offices at 691 North Squirrel Road, Suite 100, Auburn Hills, Michigan 48326. MEEMIC Holdings, Inc., a Michigan business corporation ("MEEMIC Holdings"), owns 100% of the outstanding shares of MEEMIC Insurance Company. ProNational owns 100% of the outstanding shares of MEEMIC Holdings. MEEMIC Insurance Company first became a member of the insurance holding company system on April 7, 1997. Effective January 1, 2006, MEEMIC was sold to Motors Insurance Corporation and is no longer a member of the ProAssurance Holding Company Group. Subsidiaries of Medical Assurance, Inc. The Medical Assurance Company, Inc. On September 11, 1991, The Medical Assurance Company, Inc. ("TMAC") converted from a mutual insurer to a stock insurer pursuant to its Amended and Restated Plan of Conversion and Section 27-27-44 of the 1975 Code of Alabama (the "Conversion"). Effective August 31, 1995, TMAC became a wholly owned subsidiary of Medical Assurance, Inc. (formerly known as MAIC Holdings, Inc.) a Delaware corporation ("MAI") and the shareholders of TMAC became the sole shareholders of MAI without any material change in their proportionate ownership of TMAC and its subsidiaries. MAI was a newly formed Delaware holding corporation incorporated by TMAC to serve as a holding company for TMAC and its subsidiaries pursuant to a Plan of Exchange authorized by Sections 27-28-1 et. seq. of the Code of Alabama 1975 ("Plan of Exchange"). TMAC has its principal executive office and home office at 100 Brookwood Place, Homewood, Alabama 35209. Woodbrook Casualty Insurance, Inc. formerly known as Medical Assurance of West Virginia, Inc. ("Woodbrook") an Alabama stock insurance company has its principal executive offices at 100 Brookwood Place, Suite 300, Birmingham, Alabama 35209. Medical Assurance, Inc., a Delaware business corporation ("MAI"), owns 100% of the issued and outstanding shares of Woodbrook. On March 31, 1994, TMAC acquired all of the outstanding capital stock of Woodbrook, then known as West Virginia Hospital Insurance Company and first became a member of the holding company on that date. Effective March 31, 2005 the company redomesticated to the state of Alabama and was renamed Woodbrook Casualty Insurance, Inc. Subsidiaries of NCRIC Corporation NCRIC, Inc. ("NCRIC") a District of Columbia insurance company has its principal executive offices at 1115 30th Street, NW, Washington, DC 20007. NCRIC Corporation, a Delaware business corporation owns 100% of the issued and outstanding shares of NCRIC. The Company became a part of the NCRIC insurance holding company system on April 13, 1990 by virtue of the initial purchase of all issued shares of common stock of Commonwealth Medical Liability Insurance Company. Effective December 31, 1998, NCRIC issued common stock. On August 3, 2005, ProAssurance Corporation acquired all shares of NCRIC through a merger with its parent corporation, NCRIC Corporation. Page 24, Exhibit E Item 2. Organizational Chart The identity of each member of the insurance holding company system with respect to which this Registration Statement is filed is set forth in the attached Exhibit A. Item 4. Biographical Information Board of Directors of ProAssurance Set forth below are 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 has ever been convicted in a criminal proceeding (excluding minor traffic violations) during the last 10 years. 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 ProAssurace, 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 B. None of these persons, to the knowledge of the Registrant, have had any convictions of crimes other than minor traffic violations during the past ten years. The address for all persons for the purposes of this registration statement is the address listed in Item 3. Item 5. Transactions and Agreements. a) Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the Registrant or of the Registrant by its affiliates; MEEMIC Insurance Services Corporation has an $8 million loan from MEEMIC, with an annual interest rate of 6% and monthly interest and principal payments of $73,978 through December 31, 2012. Both MEEMIC 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. Page 25, Exhibit E d) Purchase, sales or exchanges of assets; On December 12, 2005, NCRIC Physicians Organization, Inc. was sold by ConsiCare, Inc. to NCRIC Corporation in anticipation of the sale of ConsiCare, Inc. Effective December 31, 2005, ConsiCare, Inc. and HCI Ventures, LLC were sold to a non-affiliated party and are no longer part of the ProAssurance Holding Company. Effective January 1, 2006, MEEMIC Insurance Company and MEEMIC Insurance Services Corporation were sold to Motors Insurance Corporation pursuant to the Form A filed on November 10, 2005 and subsequently approved by the Michigan Office of Financial and Insurance Services by Motors Insurance. d) Guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the Registrant's assets to liability, other than insurance contracts entered into in the ordinary course of the registrant's business; None e) All management agreements, service contracts and all cost-sharing arrangements; Expense Allocation Agreements: ProNational and MEEMIC entered into an expense allocation agreement effective July 1, 1999, to allocate certain expenses for purposes of statutory and financial reporting. A copy of the Expense Allocation Agreement was filed as an Exhibit to the 2000 Form B and is incorporated herein by reference. This agreement was terminated effective January 1, 2006 in conjunction with the sale of MEEMIC Insurance Company to Motors Insurance Corporation. ProNational amended its current Expense Sharing Agreement with ProAssurance, Professionals Group, Medical Assurance, Inc., The Medical Assurance Company, Inc., Red Mountain Casualty Insurance Company, Inc. and Woodbrook Casualty Insurance, Inc. to include NCRIC, Inc. effective January 1, 2006. A copy of the amended agreement was filed on a Form D dated September 8, 2005 with the Michigan, Indiana, District of Columbia and Alabama Insurance Commissioners. Management Services Agreements: Effective January 1, 2003, MEEMIC and ProNational commuted their Quota Share Reinsurance Contract which was terminated on July 1, 1999. A copy of the Commutation Agreement was filed as an Exhibit to the 2003 Form B and is incorporated herein by reference. This reference will no longer be included in subsequent Form B filings as MEEMIC is no longer a party to the ProAssurance Holding Company. Page 26, Exhibit E ProNational amended its current Management Services Agreement with ProAssurance, Professionals Group, Medical Assurance, Inc., The Medical Assurance Company, Inc., Red Mountain Casualty Insurance Company, Inc. and Woodbrook Casualty Insurance, Inc. to include NCRIC, Inc. effective January 1, 2006. A copy of the amended agreement was filed on a Form D dated September 8, 2005 with the Michigan, Indiana, District of Columbia and Alabama Insurance Commissioners. g) Dividends and other distributions to shareholders; MEEMIC Insurance Company declared cash dividends in the amounts of Fifteen Million Dollars ($15,000,000) and Eight Million, Nine Hundred Ninety Six Thousand, Five Hundred Seventy Eight Dollars ($8,996,578) to its parent company, MEEMIC Holdings, Inc. (now known as MEMH Holdings, Inc.) on April 1, 2005 and December 14, 2005, respectively. These dividends were ordinary dividends in accordance with the Michigan Insurance Code. In addition, MEEMIC Insurance Company declared an extraordinary dividend to its parent in the amount of Twenty Nine Million, Nine Hundred Three Thousand, Four Hundred Twenty Two Dollars (29,903,422) on December 14, 2004. MEEMIC Insurance Services declared a cash dividend of Nine Million, One Hundred Thousand Dollars ($9,100,000) to its parent company MEEMIC Holdings, Inc. (now known as MEMH Holdings, Inc.) on December 14, 2005. h) Consolidated tax allocation agreements; and ProAssurance restated the Tax Allocation Agreement with Professionals Group and its subsidiaries and Medical Assurance and its subsidiaries. A copy of the Tax Allocation Agreement was filed with the 2002 Form B and is incorporated herein by reference. Effective September 1, 2005, as a part of the merger with NCRIC Corporation, ProAssurance and its direct and indirect subsidiaries amended its Tax Allocation Agreement to include NCRIC Corporation and its direct and indirect subsidiaries. A copy of the amended Agreement was filed on a Form D dated September 8, 2005. Page 27, Exhibit E MEEMIC Insurance Company and MEEMIC Insurance Services Corporation are no longer parties to the above referenced agreement as a result of the sale of these companies effective January 1, 2006. i) Any pledge of the registrant's stock and/or of the stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system. None Item 9. Form C Required A Copy of Form C is being filed with this Form B Amendment No. 2. Page 28, Exhibit E SIGNATURE Pursuant to the requirements of Section 1325 of the Act, Registrant has caused this Form B Amendment No. 2 to be duly signed on its behalf in Birmingham, Alabama on the 9th day of January, 2006. PRONATIONAL INSURANCE COMPANY Seal By: /s/ Darryl K. Thomas --------------------------------- Darryl K. Thomas, President Attest: /s/ Kathryn A. Neville - ----------------------------- Kathryn A. Neville, Secretary CERTIFICATION The undersigned deposes and says that he has duly executed the attached registration statement dated January 9, 2006 for and on behalf of ProNational Insurance Company; that he is the President of such company, and that he has authority to execute and file such instrument. Deponent further says that he is familiar with such instrument and that the facts therein set forth are true to the best of his knowledge, information and belief. /s/ Darryl K. Thomas --------------------------- Darryl K. Thomas, President Page 29, Exhibit E FORM C SUMMARY OF REGISTRATION STATEMENT Filed with the Insurance Department of the States of Michigan, Alabama and Indiana By ProNational Insurance Company On Behalf of the Following Insurance Companies ProNational Insurance Company 2600 Professionals Drive, Box 150, Okemos, MI 48805-0150 and Red Mountain Casualty Insurance Company, Inc. 100 Brookwood Place, Homewood, Alabama 35209 and American Medical Insurance Exchange 5975 Castle Creek Parkway, Suite 300, Indianapolis, Indiana 46250 Date: January 9, 2006 Name, Title, Address and telephone number of individual to Whom Notices and Correspondence Concerning This Statement Should be Addressed: Kathryn A. Neville, Secretary ProNational Insurance Company 100 Brookwood Place, Suite 300 Birmingham, Alabama 35209 (800) 282-6242 Page 30, Exhibit E Item 2. Organizational Chart 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 4. Biographical Information Effective January 1, 2006, Jeffrey P. Lisenby replaced Howard H. Friedman as Secretary of ProAssurance Corporation. Mr. Lisenby has served as an officer of several direct and indirect subsidiaries of ProAssurance prior to January 1, 2006. Item 5. Transactions and Agreements ProAssurance amended its Tax Allocation Agreement to include NCRIC, Inc. effective September 1, 2005. A Form D dated September 8, 2005 was filed with the Michigan, Indiana, District of Columbia and Alabama Insurance Commissioners. Effective January 1, 2006, MEEMIC Insurance Company and MEEMIC Insurance Services Corporation are no longer parties to the Tax Allocation Agreement by virtue of the sale of those companies. ProNational amended its current Expense Sharing Agreement and Management Services Agreement with ProAssurance, Professionals Group, Medical Assurance, Inc., The Medical Assurance Company, Inc., Red Mountain Casualty Insurance Company, Inc. and Woodbrook Casualty Insurance, Inc. to include NCRIC, Inc. effective January 1, 2006. A Form D dated September 8, 2005 was filed with the Michigan, Indiana, District of Columbia and Alabama Insurance Commissioners. Item 8. Financial Statements and Exhibits Exhibit A Organizational Chart Exhibit B Biographical Affidavit for Jeffrey P. Lisenby Page 31, Exhibit E SIGNATURE Pursuant to the requirements of Section 1325 of the Act, Registrant has caused this registration statement to be duly signed on its behalf in Birmingham, Alabama on the 9th of January, 2006. ProNational Insurance Company By: /s/ Darryl K. Thomas --------------------------- Darryl K. Thomas, President Attest: /s/ Kathryn A. Neville - ----------------------------- Kathryn A. Neville, Secretary Page 32, Exhibit E CERTIFICATION The undersigned deposes and says that he has duly executed the attached registration statement dated January 9, 2006, for and on behalf of ProNational Insurance Company; that he is the President of such company, and that he has authority to execute and file such instrument. Deponent further says that he is familiar with such instrument and that the facts therein set forth are true to the best of her knowledge, information and belief. /s/ Darryl K. Thomas --------------------------- Darryl K. Thomas, President Page 33, Exhibit E EX-2.7 8 a5104525ex2_7.txt EXHIBIT 2.7 Exhibit 2.7 / Exhibit F, Pages from Registration Statement Pages (Commission File Number: 333-131874). Pages 36-38 of our Registration Statement (Commission File Number: 333-131874), filed on February 15, 2006 and incorporated herein by reference. EX-2.8 9 a5104525ex2_8.txt EXHIBIT 2.8 Exhibit 2.8 / Exhibit G, Letters of Transmittal sent to the Alabama Insurance Department and the Michigan Office of Financial and Insurance Services. December 21, 2005 Mr. Richard Ford Alabama Department of Insurance 201 Monroe Street, Suite 1700 Montgomery, Alabama 36104 RE: Form A - ProAssurance/Physicians Insurance Company of Wisconsin, Inc. dated December 21, 2005 Courtesy Copy Dear Mr. Ford: Please accept the attached courtesy copy of the Form A filing on behalf of The Medical Assurance Company, Inc., Red Mountain Casualty Insurance Company, Inc. and Woodbrook Casualty Insurance, Inc. The Form A was filed with the Insurance Commissioner of Wisconsin on December 21, 2005. Please let me know if you have any questions. My direct line is (800) 282-6242, ext. 4422. Sincerely, /s/ Kathryn A. Neville - ---------------------- Kathryn A. Neville Secretary December 21, 2005 Ms. Judy Weaver Michigan Office of Financial and Insurance Services P.O. Box 30220 Lansing, Michigan 48909 RE: Form A - ProAssurance/Physicians Insurance Company of Wisconsin, Inc. dated December 21, 2005 Courtesy Copy Dear Ms. Weaver: Please accept the attached courtesy copy of the Form A filing on behalf of ProNational Insurance Company and MEEMIC Insurance Company. The Form A was filed with the Insurance Commissioner of Wisconsin on December 21, 2005. Please let me know if you have any questions. My direct line is (800) 282-6242, ext. 4422. Sincerely, /s/ Kathryn A. Neville - ----------------------------- Kathryn A. Neville Secretary ProNational Insurance Company December 21, 2005 Commissioner Linda Watters Office of Financial and Insurance Services Attn: Office of the Commissioner 611 West Ottawa Street, 3rd Floor Lansing, Michigan 48933 RE: Form A - ProAssurance/Physicians Insurance Company of Wisconsin, Inc. dated December 21, 2005 Courtesy Copy Dear Commissioner: Please accept the attached courtesy copy of the Form A filing on behalf of Physicians Insurance Company of Wisconsin, Inc. The Form A was filed with the Insurance Commissioner of Wisconsin on December 21, 2005. Please let me know if you have any questions. My direct line is (800) 282-6242, ext. 4422. Sincerely, /s/ Kathryn A. Neville - ------------------------ Kathryn A. Neville ProAssurance Corporation Enclosure EX-2.9 10 a5104525ex2_9.txt EXHIBIT 2.9 Exhibit 2.9 / Exhibit H, PIC Wisconsin's request to the Michigan Office of Financial and Insurance Services for an exemption from re-qualification. March 15, 2006 VIA UPS OVERNIGHT Sue Housman Michigan Office of Financial and Insurance Services 611 W. Ottawa Lansing, MI 48933 RE: Physicians Insurance Company of Wisconsin, Inc. Dear Sue: As I mentioned, ProAssurance Corporation and Physicians Insurance Company of Wisconsin, Inc. ("PIC Wisconsin") have entered into an Agreement and Plan of Merger under which ProAssurance would acquire control of PIC Wisconsin. ProAssurance provided your Office with a copy of the Form A it filed in Wisconsin regarding this change in control. Because PIC Wisconsin satisfies the conditions under Mich. Comp. Laws ss. 500.405 for an exemption from requalification due to this change of control, I have enclosed for filing a Request for Determination of Exemption from Requalification under Section 405(1). Please let me know if you have any questions or comments. Very truly yours, QUARLES & BRADY LLP /s/ William J. Toman -------------------- William J. Toman WJT:bxb Enclosure 740266.00016 cc: David L. Maurer, PIC Wisconsin Kathryn A. Neville, ProAssurance ================================================================================ Best's Rating of A- (Excellent) Financial Size Category of VII ($50 million to $100 million) ================================================================================ Rating Category (Excellent): Assigned to companies that have, in our opinion, an excellent ability to meet their ongoing obligations to policyholders. A.M. Best assigns each letter rated (A++ through D) insurance company a Financial Size Category (FSC), which is designed to provide a convenient indicator of the size of a company based on reported policyholders' surplus and conditional or reserve funds. The objective of Best's rating system is to provide an opinion of an insurer's financial strength and ability to meet ongoing obligations to policyholders. Our opinions are derived from the evaluation of a company's balance sheet strength, operating performance and business profile as compared to Best's quantitative and qualitative standards. View our Best's Rating System and Procedures for more information. While Best's Ratings reflect our opinion of a company's financial strength and ability to meet its ongoing obligations to policyholders, they are not a warranty, nor are they a recommendation of a specific policy form, contract, rate or claim practice. View our entire notice for complete details. Note: The above information reflects the most recent Best's Rating for this company, which may have been released subsequent to the creation of the following Best's Company Report. Best's Company Reports provide detailed business overview, extensive financial data and analytical commentary, product and geographic information, company history, as well as the rationale supporting the financial strength rating assigned by A.M. Best. These reports are updated on a regular basis based on input and analysis performed throughout the year. Best Company Report Revision Date - 07/21/2005 * The Report Revision Date * represents the last significant material change made to this report. Other non-material changes may have been made to this report subsequent to this date, but are not reflected in the report revision date. The Best Company Report below was created based on the following dates.
- ----------------------------------------------------------------------------------------- RATING AND COMMENTARY(1) FINANCIAL(2) GENERAL INFORMATION(3) - ----------------------------------------------------------------------------------------- BEST' RATING: 07/20/2005 TIME PERIOD: ANNUAL-2005 CORPORATE STRUCTURE: N/A RATING RATIONALE: 07/20/2005 LAST UPDATED: 03/09/2006 STATES LICENSED: 06/16/2003 REPORT COMMENTARY: STATUS: AS RECEIVED OFFICERS AND DIRECTORS: 07/21/2005 07/21/2005 - ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- *Note: The Rating and Commentary (1)date outlines the most recent updates to the Company's Rating, Rationale, and Report Commentary for key rating and business changes. Report commentary may include significant changes to Business Review, Financial Performance/Earnings, Capitalization, Investment/Liquidity, or Reinsurance sections of the report. The Financial 2 date reflects the current status of the financial tables found within the body of the Company Report, including whether the data was loaded as received or had been run through our quality control cross-check process. The General Information (3)date covers key areas that may have changed such as corporate structure, states licensed or officers and directors. Group Affiliation: PIC WISCONSIN Group 1002 Deming Way, Madison, Wisconsin, United States 53717 Mail Address: P.O. Box 45650, Madison, Wisconsin, United States 53744-5650 Web: http://www.picwisconsin.com/ Tel: 608-831-8331 Fax: 608-831-0084 AMB#: 10595 NAIC#: 23400 FEIN#: 39-1567580 Report Revision Date: 07/21/2005 BEST'S RATING Based on our opinion of the consolidated Financial Strength of the company and its insurance subsidiaries, the company is assigned a Best's Rating of A- (Excellent). The company's Financial Size Category is Class VII. RATING RATIONALE The following text is derived from the report of PIC WISCONSIN Group. Rating Rationale: This rating reflects the group's supportive risk-adjusted capitalization, aggressive defense philosophy and risk management initiatives, and established presence within its core markets. These positive rating factors are partially offset by the significant growth in underwriting exposures in recent years and the difficult interest rate environment. Although the group experienced favorable calendar year loss reserve development in 2004, recent accident years have developed adversely due primarily to the rise in claim severity. The outlook is based on A.M. Best's expectation that supportive capitalization will be maintained and profitability will improve over the mid-term as a result of management's actions. Risk-adjusted capitalization was enhanced in 2004 through the issuance of a $12 million 30-year surplus note, reduced premium writings and operating earnings. The rapid premium growth that occurred in prior years was primarily attributed to its regional diversification strategy and rate increases. The rate of premium growth has slowed and is expected to continue because of increased competition and focus on account profitability of its existing book of business. Given the adverse case reserve development on prior year losses that became apparent at the beginning of 2002, the group quickly responded by tightening its underwriting guidelines which included a review and adjustment of its rating and pricing structure. Other measures taken by the group included the exit from certain jurisdictions, elimination of certain credits, and a general review of operational procedures. These measures have resulted in improved underwriting results. The rating is based on the consolidated operating performance and financial condition of Physicians Insurance Company of Wisconsin (PIC WISCONSIN) and its inactive subsidiary, Century American Insurance Co. (CAIC). Management is considering strategic alternatives for CAIC, including the potential sale of the company. Best's Rating: A- g Outlook: Stable FIVE YEAR RATING HISTORY Date ---- 07/20/05 Best's 06/24/04 Rating ------ 06/24/03 A- g A- 06/20/02 g A- g 05/21/01 A- g A- g
KEY FINANCIAL INDICATORS Statutory Data ($000) ---------------------------------------------------------------------------------- Direct Net Pretax Period Premiums Premiums Operating Ending Written Written Income ---------------------------------------------------------------------------------- 2001 43,916 32,350 4,961 2002 67,449 49,155 -3,157 2003 81,915 58,627 1,583 2004 79,435 57,166 1,361 2005 77,774 61,609 8,222 Statutory Data ($000) ---------------------------------------------------------------------------------- Total Policy- Period Net Admitted holders' Ending Income Assets Surplus ---------------------------------------------------------------------------------- 2001 3,827 182,711 69,078 2002 -6,288 203,552 65,362 2003 2,507 244,538 76,300 2004 3,103 274,954 89,300 2005 2,818 283,056 88,467
Profitability Leverage Liquidity ------------------------------ --------------------------- --------------------- Inv. Pretax Overall Oper. Period Comb. Yield ROR Na Inv NPW Net Liq Cash- Ending Ratio (%) (%) Lev to PHS Lev (%) flow(%) - ------- -------- -------- -------- --------- -------- ------- -------- ---------- 2001 111.1 5.8 16.3 39.7 0.5 2.1 160.8 139.5 2002 119.6 4.0 -7.8 49.9 0.8 2.9 148.1 154.4 2003 108.0 3.0 2.6 43.3 0.8 3.0 145.4 182.3 2004 106.6 2.5 2.4 48.3 0.6 2.7 148.1 150.0 2005 101.1 3.4 13.5 87.9 0.7 2.9 145.5 126.6 5-Yr Avg 108.4 3.6 5.2 ... ... ... ... ...
(*) Data reflected within all tables of this report has been compiled from the company-filed statutory statement. Within several financial tables of this report, this company is compared against the Medical Malpractice Composite. (*) The most recent data contained in this Best's Company Report is "As Received" indicating that this financial data was recorded as it was received from the company. While the data provided were obtained from sources believed to be reliable, their accuracy cannot be guaranteed. BUSINESS REVIEW Physicians Insurance Company of Wisconsin (PIC WISCONSIN) specializes in writing professional liability insurance for healthcare professionals. The company focuses on physician malpractice insurance in its home state, although it has expanded into eight additional states, primarily Illinois, Nevada and Iowa, and is offering liability insurance to other healthcare providers. Policies are primarily issued on a claims-made basis, typically at limits of $1 million per occurrence and $3 million in the aggregate. The company supports an agency distribution system to market its products and services. In 1999, PIC WISCONSIN adopted a renewed strategic plan that resulted in the definition of three distinct business units. The Classic Insurance Strategic Business Unit provides professional liability insurance for physicians, dentists, small healthcare groups and ancillary healthcare providers. The Risk Financing Strategic Business Unit targets the segment of the healthcare market that is demanding contemporary approaches to managing professional liability risks; usually large to mid-sized healthcare delivery systems. Due to consolidations in the healthcare market, more sophisticated buyers of insurance have emerged, and customized insurance products are demanded by that group. The Health Care Facilities Strategic Business Unit provides professional liability, general liability and umbrella insurance and risk management services to healthcare facilities; primarily small to mid-sized hospitals, mostly rural, and stand-alone outpatient centers. Prior to 1997, PIC WISCONSIN owned a subsidiary, Professional Assurance Company (PAC), which focused on writing professional liability insurance for dentists in Wisconsin, and also underwrote hospital malpractice insurance in Wisconsin and dental malpractice insurance in Nevada. Effective December 31, 1996, PAC was absorbed by merger by its parent. The business previously written by PAC has been renewed onto PIC WISCONSIN books. Affiliations: The company is a member of the Physician Insurers Association of America.
2005 BUSINESS PRODUCTION AND PROFITABILITY ($000) Premiums Written % of Pure Loss Product ------------------------ Total Loss & LAE Line Direct Net NPW Ratio Reserves - -------------- ------- ------- ------- ------- -------- Med Mal Cl-Made 58,034 47,685 77.4 44.7 101,571 Med Mal Occur 15,460 11,843 19.2 34.3 42,498 Oth Liab Occur 3,295 1,437 2.3 6.8 1,743 All Other 985 644 1.0 23.2 340 ------- ------- ------ ------- ------- Totals 77,774 61,609 100.0 41.5 146,152
Major 2005 Direct Premium Writings By State ($000): Wisconsin, $40,931 (52.6%); Iowa, $15,894 (20.4%); Nevada, $9,153 (11.8%); Illinois, $6,898 (8.9%); Nebraska, $2,296 (3.0%); 3 other jurisdictions, $2,602 (3.3%). FINANCIAL PERFORMANCE The following text is derived from the report of PIC WISCONSIN Group. Overall Earnings: In recent years, operating earnings have been tempered by increased loss costs associated with the medical professional liability line of business which has led to less favorable and adverse loss reserve development on prior year reserves, as well as the difficult interest rate environment. Despite the decrease in earned premium during 2004 largely due to the withdrawal from unpredictable territories in Illinois and the continued reduction in net investment income, overall earnings were positive due to favorable loss reserve development resulting from better than expected trial outcomes. Net income was also bolstered during the year from the low current tax rate as the costs related to a new underwriting and claims system were tax deductible. In 2002 the group recorded an elevated underwriting loss which was compounded by a reduction in investment income, including a realized capital loss relating to the impairment of individual high yield bonds in the portfolio, and federal income tax adjustments associated with the recent growth in premium, producing a net loss for the year. However, the loss was partially tempered by PIC WISCONSIN receiving a $3.6 million payment, which included $1.1 million of interest, associated with a favorable decision from the United States Tax court related to proposed adjustments by the IRS for the years ended December 31, 1993 and 1994. The group's total return measures have varied as a result of swings in unrealized capital gains and losses; more recently, total returns have been enhanced by gains.
PROFITABILITY ANALYSIS Company Industry Composite ------------------------------------------ ------------------------------------------- Pretax Return Pretax Return Period ROR on Comb. Oper. ROR on Comb. Oper. Ending (%) PHS(%) Ratio Ratio (%) PHS(%) Ratio Ratio ----------------------------------------------------------------------------------------------------- 2001 16.3 2.1 111.1 81.6 -11.2 -6.8 134.9 108.4 2002 -7.8 -4.3 119.6 103.2 -18.9 -17.2 137.3 117.7 2003 2.6 9.0 108.0 98.4 -15.0 -4.2 132.5 116.4 2004 2.4 5.6 106.6 96.3 -1.9 2.4 118.0 101.9 2005 13.5 1.7 101.1 87.1 ... ... ... ... 5-Yr Avg 5.2 2.9 108.4 94.0 ... ... ... ...
Underwriting Income: Although the five-year combined ratio continues to outperform the medical malpractice sector, the group's underwriting results have been adversely impacted by increased claims severity, reduced amounts of reserve redundancy releases, increased reinsurance costs, and competition. Recent unfavorable results were due primarily to adverse development, mostly from Illinois and Iowa medical professional liability claims made business. Given the adverse case reserve development on prior year losses that became apparent at the beginning of 2002, the group quickly responded by tightening its underwriting guidelines which included a review and adjustment of its rating and pricing structure. Other measures taken by the group designed to improve underwriting results included the exit from certain jurisdictions, elimination of certain credits, and a general review of operational procedures. These measures have resulted in improved underwriting results, evident in the reduced combined ratio.
UNDERWRITING EXPERIENCE Net Undrw Loss Ratios Expense Ratios ------------ ---------------------------- ------------------------------------------------- Income Pure Loss & Net Other Total Div. Comb Year ($000) Loss LAE LAE Comm Exp. Exp. Pol. Ratio - -------- -------- ------- ------- -------- ------- -------- ------ ------- --------- 2001 -4,007 39.6 36.7 76.3 6.0 26.1 32.1 2.6 111.1 2002 -9,810 70.2 25.9 96.1 5.3 16.1 21.4 2.2 119.6 2003 -4,401 16.0 74.6 90.5 2.5 15.0 17.5 ... 108.0 2004 -3,882 35.6 47.3 82.9 7.3 14.5 21.8 2.0 106.6 2005 -848 41.5 36.9 78.5 3.3 17.4 20.7 1.9 101.1 5-Yr AVG ... 38.2 46.8 85.0 4.7 17.0 21.8 1.6 108.4
Investment Income: The growth rate in investment income has fluctuated over the five year period due to several factors including the recognition of additional income from the inverse floater held in PIC WISCONSIN's portfolio in 2001, the recent decline due to the low interest rate environment despite the continued rise in the invested asset base, costs associated with the issuance of the $12.0 million surplus note in 2004, and the invested in a fixed income portfolio, composed mainly of mortgage-backed securities and U.S. Government bonds. In addition, the company maintains a diversified equity portfolio. During 2003 and 2004, the company held a large amount of funds in short term investments available for the potential shareholder value plan, which subsequently have been reinvested. By maintaining a core portfolio of highly predictable, stable instruments that will meet expected claim payouts, the company is able to seek higher risk/reward opportunities with the balance of the portfolio. 1
INVESTMENT INCOME ANALYSIS ($000) Net Realized Unrealized Inv Capital Capital Year Income Gains Gains ---- ------- ------- ------- 2001 8,943 1,003 -2,308 2002 6,637 2003 5,986 -3,621 3,403 2004 5,819 2,086 3,884 2005 8,496 1,979 1,500 Company Industry Composite ----------------------------------- ----------------------------- Inv Inc Inv Total Inv Inc Inv Growth Yield Return Growth Yield Year (%) (%) (%) (%) (%) ---- ------- --------- ---------- ----------- ---------- 2001 40.1 5.8 4.9 -2.8 5.1 2002 -25.8 4.0 3.8 -9.8 4.5 2003 -9.8 3.0 6.2 -8.8 3.8 2004 -2.8 2.5 4.1 5.5 3.7 2005 46.0 3.4 1.4 ... ... 5-Yr Avg 6.3 3.6 3.9 ... ...
INVESTMENT PORTFOLIO ANALYSIS 2005 Inv % of Invested Asset Assets Assets Annual Class ($000) 2005 2004 % Chg - ----------------------------------------------------------------------------- Long-Term bonds 205,929 80.5 83.4 -0.6 Stocks 32,848 12.8 10.5 25.5 Affiliated Investments 8,197 3.2 3.3 -0.7 Other Inv Assets 8,915 3.5 2.7 31.9 Total 255,888 100.0 100.0 3.0
2005 BOND PORTFOLIO ANALYSIS % of Mkt Val Avg. Class Class Struc. Struc. Asset Total to Stmt Maturity 1 - 2 3 - 6 Secur. Secur. Class Bonds Val(%) (Yrs) (%) (%) (%) (% of PHS) - ----- ----- ------ ----- --- --- --- ---------- Governments 4.7 -4.2 3.9 100.0 - - - States, terr & poss 52.5 -3.3 3.3 100.0 - 100.0 127.8 Corporates 42.8 -0.8 6.4 51.9 48.1 83.8 87.3 - ---------- ---- ---- --- ---- ---- ---- ---- Total all bonds 100.0 -2.4 4.7 79.4 20.6 88.4 215.0
CAPITALIZATION The following text is derived from the report of PIC WISCONSIN Group. Capital Generation: Following three consecutive years of decline, PIC WISCONSIN's surplus improved in 2003 and 2004 primarily due to improved underwriting results, capital gains, and the issuance of a $12.0 million 30-year surplus note in the current year. During the period of decline, surplus was impacted by unrealized capital losses, a $5.5 million increase in treasury stock at PIC WISCONSIN and the aforementioned net loss in 2002. The 2001 increase in treasury stock was a result of receiving notice from the Professionals Group, Inc. of a change in control pursuant to the Reciprocal Stock Purchase Agreement and Stock Transfer Restriction Agreement whereby PIC WISCONSIN repurchased 1,583 of its shares of common stock held by Professionals Group, Inc. These repurchased shares are held as treasury stock. Going forward, internal capital generation is expected to remain modest as the group continues to focus on profitability derived from strict underwriting standards and prudent investment strategies as well as reinstituting policyholder dividends. CAPITAL GENERATION ANALYSIS ($000) Source of Surplus Growth ------------------------ Pretax Total Net Operating Inv. Contrib. Year Income Gains Capital ---- ------ ----- ------- 2001 4,961 -1,305 -5,378 2002 -3,157 -219 143 2003 1,583 5,970 70 2004 1,361 3,479 11,695 2005 8,222 -5,094 279 5-Yr Total 12,970 2,831 6,809 Source of Surplus Growth ------------------------ Other, Change PHS Net of in Growth Year Tax PHS (%) ---- --- --- --- 2001 -3,894 -5,616 -7.5 2002 -483 -3,716 -5.4 2003 3,315 10,938 16.7 2004 -3,535 13,000 17.0 2005 -4,239 -833 -0.9 5-Yr Total -8,837 13,773 - Overall Capitalization: The group's policyholders' surplus adequately supports its underwriting, investment and credit risks based on Best's Capital Adequacy Ratio (BCAR) analysis. The level of risk-adjusted capitalization is derived from its comparatively lower underwriting leverage somewhat offset by recent adverse loss reserve development.
QUALITY OF SURPLUS ($000) ------------------------- % of PHS Dividend Requirements -------- --------------------- Year- Cap Stk/ Un- Stock- Div to Div to End Contrib. assigned holder POI Net Inc. Year PHS Cap. Other Surplus Divs (%) (%) - ---- --- ---- ----- ------- ---- --- --- 2001 69,078 10.7 - 89.3 - - - 2002 65,362 11.5 - 88.5 - - - 2003 76,300 9.9 - 90.1 - - - 2004 89,300 8.1 13.4 78.4 - - - 2005 88,467 8.5 13.6 77.9 - - -
Underwriting Leverage: Significant premium growth was generated in prior years driven by the increase in new business, due to its regional diversification strategy and the departure of insurance providers in various medical professional liability markets, and the implementation of rate increases and credit reductions on renewal business. However, the rate of premium growth has slowed and is expected to continue because of increased competition and focus on account profitability of its existing book of business. The premium decline in 2004 was mainly due to a decrease in hospital business. As a result of the recent reduction in premiums combined with the issuance of the surplus note, leverage measures declined slightly and remain at levels well below composite averages.
LEVERAGE ANALYSIS Company Industry Composite ------- ------------------ NPW to Reserves Net Gross NPW to Reserves Net Gross Year PHS to PHS Lev Lev PHS to PHS Lev Lev 2001 0.5 1.1 2.1 2.4 0.7 2.2 3.4 4.1 2002 0.8 1.4 2.9 3.5 1.0 2.9 4.7 5.8 2003 0.8 1.6 3.0 3.7 1.0 3.2 5.1 6.3 2004 0.6 1.6 2.7 3.4 1.0 2.9 4.7 5.7 2005 0.7 1.7 2.9 3.5 - - - - Current BCAR: 165.9
PREMIUM COMPOSITION & GROWTH ANALYSIS ------------------------------------- Period DPW GPW Ending ($000) (% Chg) ($000) (% Chg) ------ ------ ------- ------ ------- 2001 43,916 42.7 43,916 42.6 2002 67,449 53.6 67,449 53.6 2003 81,915 21.4 81,915 21.4 2004 79,435 -3.0 79,438 -3.0 2005 77,774 -2.1 77,821 -2.0 5-Yr CAGR - 20.4 - 20.4 5-Yr Change - 152.6 - 152.7 Period NPW PE Ending ($000) (% Chg) ($000) (% Chg) 2001 32,350 24.3 30,353 34.0 2002 49,155 51.9 40,287 32.7 2003 58,627 19.3 61,879 53.6 2004 57,166 -2.5 56,489 -8.7 2005 61,609 7.8 60,741 7.5 5-Yr CAGR - 18.8 - 21.8 5-Yr Change - 136.8 - 168.2 Reserve Quality: PIC WISCONSIN does not discount its loss reserves and development has been favorable in 2000 and prior years on a calendar and accident year basis reflective of management's conservative reserving philosophy and aggressive defense strategies. However, recent accident year loss reserve development has been adverse due to increased claim severity, particularly on Illinois medical professional liability claims made business primarily for accident year 2001. A.M. Best will continue to closely monitor the reserve development going forward, particularly in the more recent accident years when PIC WISCONSIN experienced substantial exposure growth.
LOSS & ALAE RESERVE DEVELOPMENT: CALENDAR YEAR ($000) ----------------------------------------------------- Original Developed Develop. Develop. Develop. Unpaid Unpaid Calendar Loss Reserves to to to Reserves Resrv. to Year Reserves Thru 2005 Orig.(%) PHS (%) NPE (%) @ 12/2005 Dev.(%) - ---- -------- --------- -------- ------- ------- --------- ------- 2000 64,096 49,125 -23.4 -20.0 216.9 4,364 8.9 2001 68,781 71,722 4.3 4.3 236.3 15,263 21.3 2002 82,470 89,956 9.1 11.5 223.3 31,315 34.8 2003 111,827 117,366 5.0 7.3 189.7 61,450 52.4 2004 126,635 133,677 5.6 7.9 236.6 96,309 72.0 2005 134,748 134,748 - - 221.8 134,748 100.0
LOSS & ALAE RESERVE DEVELOPMENT: ACCIDENT YEAR ($000) ----------------------------------------------------- Original Developed Develop. Unpaid Acc Yr. Acc Yr. Accident Loss Reserves to Reserves Loss Comb Year Reserves Thru 2005 Orig.(%) @12/2005 Ratio Ratio - ---- -------- --------- -------- -------- ----- ----- 2000 21,059 16,490 -21.7 2,667 86.6 127.0 2001 24,809 35,975 45.0 10,899 132.7 167.4 2002 35,552 37,711 6.1 16,052 107.2 130.8 2003 36,539 46,752 28.0 30,135 89.1 106.6 2004 42,251 39,937 -5.5 34,859 81.4 105.1 2005 38,439 38,439 - 38,439 71.2 93.8
Reinsurance Utilization: Effective July 1, 1997, the primary insurance limits for healthcare providers subject to the Wisconsin Patients Compensation Fund were increased to $1 million per occurrence and $3 million in the aggregate. Previously, the Fund provided coverage above limits of $400,000. In response to this change, which management supported since it provides the company with more control over claims, the reinsurance program was restructured to increase PIC WISCONSIN's net retention to $500,000 from $250,000. Best believes that this level of retention continues to be conservative relative to the company's total surplus position.
CEDED REINSURANCE ANALYSIS ($000) --------------------------------- Company Industry Composite ------- ------------------ Ceded Business Rein Rec Ceded Business Rein Rec Ceded Reins Retention to PHS Reins to Retention to PHS Reins to Year Total (%) (%) PHS (%) (%) (%) PHS(%) - ---- ----- --- --- ------- --- --- ------ 2001 20,530 73.7 13.0 29.7 81.8 54.3 69.4 2002 40,277 72.9 33.6 61.6 78.0 80.9 110.1 2003 51,632 71.6 37.1 67.7 76.4 89.5 122.2 2004 59,713 72.0 41.9 66.9 75.8 77.6 108.2 2005 55,834 79.2 44.8 63.1 - - -
2005 REINSURANCE RECOVERABLES ($000) ------------------------------------ Paid & Total Unpaid Unearned Other Reins Losses IBNR Premiums Recov* Recov ------ ---- -------- ------ ----- US Insurers 5,768 10,613 9,698 -3,957 22,122 Other Non-US 13,756 11,987 1,964 -10,206 17,501 Total (ex US Affils) 19,524 22,600 11,662 -14,163 39,623 Grand Total 19,524 22,600 11,662 -14,163 39,623 * Includes Commissions less Funds Withheld Investment Leverage: The group remains more aggressive than its peers on its fixed income portfolio, with collateralized mortgage obligations (CMOs) representing nearly 200 percent of surplus. This portfolio is actively managed, and strict guidelines are in place limiting an investment in any one CMO class and only a small portion of surplus is invested in the higher risk tranches.
INVESTMENT LEVERAGE ANALYSIS (% OF PHS) --------------------------------------- Company Industry Composite ------- ------------------ Class Real Other Non-Affl Class 3-6 Estate/ Invested Common Inv. Affil 3-6 Common Year Bonds Mtg. Assets Stocks Lev. Inv. Bonds Stocks - ---- ----- ---- ------ ------ ---- ---- ----- ------ 2001 5.7 0.8 0.3 32.9 39.7 18.2 3.5 34.2 2002 20.1 0.8 2.8 26.1 49.9 22.3 7.1 33.9 2003 11.7 0.7 0.7 30.2 43.3 19.5 8.4 43.7 2004 18.4 0.6 - 29.3 48.3 9.2 4.7 43.3 2005 50.1 0.6 - 37.1 87.9 9.3 - -
LIQUIDITY The following text is derived from the report of PIC WISCONSIN Group. Overall Liquidity: PIC WISCONSIN continues to maintain an excellent liquidity position as invested assets exceeded net liabilities by over 30 percent. Operating and underwriting cash flow has improved as a result of the growth in writings and recent decline in loss payments. The group continues to maintain quick and current liquidity measures that compare favorably to the medical malpractice sector. Management consistently reviews the duration of its investment portfolio to ensure that it adequately correlates with the expected payout of loss reserves.
LIQUIDITY ANALYSIS ------------------ Company Industry Composite ------- ------------------ Gross Gross Quick Current Overall Agents Bal Quick Current Overall Agents Bal Year Liq (%) Liq (%) Liq (%) to PHS(%) Liq (%) Liq (%) Liq (%) to PHS(%) - ---- ------- ------- ------- --------- ------- ------- ------- --------- 2001 46.6 131.1 160.8 - 30.7 124.6 137.1 5.9 2002 39.0 120.4 148.1 7.7 30.3 112.2 127.5 14.9 2003 49.4 120.7 145.4 4.8 32.6 112.2 125.6 11.2 2004 40.7 129.1 148.1 5.2 32.8 114.3 126.8 8.5 2005 39.3 127.0 145.5 4.2 - - - -
CASH FLOW ANALYSIS ($000) ------------------------- Company Industry Composite ------- ------------------ Underw Oper Net Underw Oper Underw Oper Cash Cash Cash Cash Cash Cash Cash Year Flow Flow Flow Flow(%) Flow(%) Flow(%) Flow(%) - ---- ---- ---- ---- ------- ------- ------- ------- 2001 1,673 12,753 7,839 106.3 139.5 88.8 110.7 2002 8,502 19,533 1,870 124.3 154.4 92.6 118.6 2003 25,570 30,197 8,293 176.4 182.3 106.1 129.5 2004 14,323 20,480 -18,869 135.0 150.0 108.4 126.7 2005 7,202 15,093 2,125 113.1 126.6 - - HISTORY The company was incorporated under the laws of Wisconsin on October 3, 1986 and began business on November 1, 1986. On December 31, 2004, 26,327.43 shares of $250 par value common stock were issued of which 19,555.06 shares were outstanding. The remaining 6,772.37 shares are held in treasury. There are 1,000,000 authorized common shares. On May 26, 2004, the company issued a $12.0 million surplus note to ICONS, Ltd. The surplus note has a 30 year maturity and is callable by the company at par beginning May 26, 2009. The interest rate is fixed at 7.707% for five years and is variable thereafter at 3 month LIBOR + 3.85%. Each payment of interest and principal may be made only with prior approval of the Office of the Commissioner of Insurance of the State of Wisconsin and only to the extent the company has sufficient surplus to make such payment. MANAGEMENT Class A shares of the company are primarily owned by healthcare providers and related corporations. The Wisconsin Medical Society owns 415 Class A shares of the company, giving it a 2.1% ownership. The Wisconsin Medical Society is a non-profit association chartered by the state of Wisconsin with a membership of approximately 10,000 Wisconsin physicians. Administration of the company's affairs is under the direction of William T. Montei, president and chief executive officer and David L. Maurer, chief financial officer and treasurer. Mr. Montei, has been with the company since inception and had previously been associated with The Professionals Insurance Company. Mr. Maurer, a CPA, has been with the company since 1989. Officers: President and Chief Executive Officer, William T. Montei; Senior Vice President and Secretary, Christopher J. Brady; Senior Vice President, Treasurer and Chief Financial Officer, David L. Maurer; Vice Presidents, William S. Heck (Underwriting), Penelope R. O'Hara (Claims), Andrew F. Ravenscroft (Operations), Kerry M. Kravik (Risk Financing), Helen E. Woodfall (Risk Management). Directors: Steven C. Bergin, M.D., Ronald H. Dix, Kevin T. Flaherty, M.D., Timothy Flaherty, M.D. (Chairman), William J. Listwan, M.D., Karen B. Maclay, Carol M. Meils, M.D., William T. Montei, Andrew J. Policano, Ph.D, Thomas A. Reminga, M.D., Richard G. Roberts, M.D., Ayaz M. Samadani, M.D., Michael A. Wilson. REGULATORY An examination of the financial condition was made as of December 31, 2000 by the Insurance Department of Wisconsin. An audit of the 2001 annual statement was conducted by PricewaterhouseCoopers, LLP. An annual evaluation of reserves for unpaid losses and loss adjustment expenses is made by Tillinghast - Towers Perrin. TERRITORY The company is licensed in IL, IN, IA, KS, MI, MN, MO, NE, NV, ND, OH, SD and WI. REINSURANCE PROGRAMS The company maintains excess of loss agreements for $1.5 million excess of $500,000 on medical and hospital professional liability, general liability and casualty losses on its professional office package policies. The company retains an outer aggregate deductible of 5.5% of subject written premium for the $2.5 million excess of $500,000 layer. Quota share treaties recover 75% of commercial multiple peril property losses, 90% of policies with limits greater than $1 million up to limits of $3 million and 100% of policies with limits greater than $3 million up to limits of $6 million. Facultative reinsurance is used on selected liability risks. The principal reinsurers are Transatlantic Reinsurance Company, Hannover Ruckversicherungs - A.G., General Reinsurance Corporation and Underwriters at Lloyd's, London. The company has a contract with General Reinsurance Corporation which covers all claims made under death, disability and retirement endorsements issued after December 31, 2003 up to a total of $6.5 million. The contract provides for stop loss coverage of $3.5 million and coverage for excess of policy limits and/or extra contractual obligations in the amount of $2.0 million. Losses for this contract cannot exceed $9.5 million in the aggregate.
BALANCE SHEET ($000) -------------------- ADMITTED ASSETS 12/31/2005 12/31/2004 2005 % 2004 % - --------------- ---------- ---------- ------ ------ Bonds 205,929 207,266 72.8 75.4 Common stock 32,848 26,168 11.6 9.5 Cash & short-term invest 7,213 5,088 2.5 1.9 Real estate, investment 540 540 0.2 0.2 Investments in affiliates 5,622 5,566 2.0 2.0 Real estate, offices 2,575 2,692 0.9 1.0 ---------- ---------- ---------- ---------- Total invested assets 254,726 247,320 90.0 89.9 Premium balances 18,551 17,076 6.6 6.2 Accrued interest 1,162 1,129 0.4 0.4 All other assets 8,617 9,430 3.0 3.4 ---------- ---------- ---------- ---------- Total assets 283,056 274,954 100.0 100.0 LIABILITIES & SURPLUS 12/31/2005 12/31/2004 2005 % 2004 % - --------------------- ---------- ---------- ------ ------ Loss & LAE reserves 146,152 140,804 51.6 51.2 Unearned premiums 20,061 19,193 7.1 7.0 All other liabilities 28,377 25,657 10.0 9.3 ---------- ---------- ---------- ---------- Total liabilities 194,589 185,654 68.7 67.5 Surplus notes 12,000 12,000 4.2 4.4 Capital & assigned surplus 7,547 7,268 2.7 2.6 Unassigned surplus 68,920 70,032 24.3 25.5 ---------- ---------- ---------- ---------- Total policyholders' surplus 88,467 89,300 31.3 32.5 ---------- ---------- ---------- ---------- Total liabilities & surplus 283,056 274,954 100.0 100.0
SUMMARY OF 2005 OPERATIONS ($000) --------------------------------- FUNDS PROVIDED STATEMENT OF INCOME 12/31/2005 FROM OPERATIONS 12/31/2005 - ------------------- ---------- --------------- ---------- Premiums earned 60,741 Premiums collected 62,253 Losses incurred 25,229 Benefit & loss related pmts 17,904 LAE incurred 22,442 Undrw expenses incurred 12,779 LAE & undrw expenses paid 36,008 Div to policyholders 1,139 Div to policyholders 1,139 ------ ------ Net underwriting income -848 Undrw cash flow 7,202 Net investment income 8,496 Investment income 9,036 Other income/expense 574 Other income/expense 574 ------ ------ Pre-tax oper income 8,222 Pre-tax cash operations 16,811 Realized capital gains -3,797 Income taxes incurred 1,606 Income taxes pd (recov) 1,718 ------ ------ Net income 2,818 Net oper cash flow 15,093
- -------------------------------------------------------------------------------- Copyright (C) 2005 by A.M. Best Company, Inc. ALL RIGHTS RESERVED. No part of this report may be reproduced or distributed in any form or by any means, or stored in a database or retrieval system, without the prior written permission of the A.M. Best Company. BCR09012005 FIS 0144 (5/00) Michigan Office of Fiancial & Insurance Services Division of Insurance Request for Determination of Exemption from Requalification under Section 405(1) Enter complete information for each item requested. Attach additional sheet(s) if needed.
- -------------------------------------------------------------------------------------------------------------------- Name of issuer subject to change in control NAIC number Tax ID number Physicians Insurance Company of Wisconsin, Inc. 23400 391567580 - -------------------------------------------------------------------------------------------------------------------- Insurer home office address (also list mailing address if State of Domicile Date of change in control different) 1002 Deming Way Wisconsin TBD Possible 2nd Quarter of 2006 Madison, Wisconsin 53717 - -------------------------------------------------------------------------------------------------------------------- Name of entity(ies) acquiring control of this insurer ProAssurance Corporation - -------------------------------------------------------------------------------------------------------------------- Name of ultimate controlling person(s) of this issuer Physcians Insurance Company of Wisconsin, Inc. - -------------------------------------------------------------------------------------------------------------------- [] Attach a chart that accurately depicts the organization structure after the change in control. - -------------------------------------------------------------------------------------------------------------------- Complete chart below by listing last rating given this insurer by all nationally recognized independent rating organizations such as A.M. Best, S&P, Moody's, Duff & Phelps, etc. Name of Rating Organization Rating Rating "as of" date Date rating was issued - -------------------------------------------------------------------------------------------------------------------- A.M. Best A- 12/31/04 01/29/96 - -------------------------------------------------------------------------------------------------------------------- S&P N/A - -------------------------------------------------------------------------------------------------------------------- [] Attach a copy of the complete narrative for each rating listed. - -------------------------------------------------------------------------------------------------------------------- What is the total ammount of capital and surplus of the insurer? Did the insurer receive any NAIC insurance regulatory information system priority Amount in whole dollars: $83,252,639 As of this date: 9/30/05 designation for the year preceding the change in control? What is the total adjusted capital of the insurer as a percentage of authorized control level risk based capital as of the insurer's last annual filing? [X] No [] Yes If Yes, please attach a copy of the examiner team synopsis Enter percentage: 728% As of this date: 12/31/04 Was Insurer's Michigan certificate of authority suspended, revoked or limited pursuant to Section 436 of the Michigan Insurance Code in the five year period preceding the change in control? [X] No [] Yes If Yes, please attach an explanation of the action - -------------------------------------------------------------------------------------------------------------------- Certification I am making this request for determination of exemption from requalification under Section 405(1) of the Michigan Insurance Code on behalf of the insurer named above. The insurer is applying for the lines of insurance granted in insurer's current Michigan Certificate of Authority. The information given in this document and any attachments is true, complete and correct to the best of my knowledge and belief. - -------------------------------------------------------------------------------------------------------------------- Signature of the office of insurer Officer name and title typed or printed Date signed /s/ David L. Maurer David L. Maurer 2/15/06 CFO/Treasurer - -------------------------------------------------------------------------------------------------------------------- Person to contact about this document (please type or print) Contact person title Phone number William J. Toman Counsel 608/283-2434 - -------------------------------------------------------------------------------------------------------------------- Our web address is: http://cis.state.mi.us./ins PA218 of 1956 as amended requires submission of this form by persons Our toll free phone number is 1-877-999-6442 requesting a determination of exemption from requalification under Section 405(1) prior to or following a change in control. Failure to file this form after a change in control may result in revocation of insurer's Michigan Certificate of Authority. - -------------------------------------------------------------------------------------------------------------------- Michigan Department of Consumer & Industry Services Serving Michigan...Serving You
8-K 11 a5104525ex_25.pdf SUPP. PDF begin 644 a5104525ex_25.pdf M)5!$1BTQ+C0-)>+CS],-"C8@,"!O8FH@/#PO3&EN96%R:7IE9"`Q+TP@,3DX M.#`O3R`Y+T4@,34Y-S$O3B`Q+U0@,3DW,30O2"!;(#-IB8&`096!@#F$``JL,!E3`#,0L M#!P+&!@2D$1%H9B!08F!AY,A5_)BG3`#@Q]+@W?(3#>6J>Q'DEQN>7-O.,BS MX"S3`H@61@8&VSU`F@F(+0`"#`!*'`ZQ#0IE;F1S=')E86T-96YD;V)J#3<@ M,"!O8FH\/"]086=E7!E+T-A=&%L;V'1= M+T5X=$=3=&%T93P\+T=3,2`R.2`P(%(^/CX^#65N9&]B:@TQ,2`P(&]B:CP\ M+U1Y<&4O1F]N="]%;F-O9&EN9R]7:6Y!;G-I16YC;V1I;FJJ]BT=_)VFBQEG50K=AM40K*BOXV#\`9 M#CCE1;\O*EF_E[B+$Y/67-8MMML\.J**48VXS^+0ETVWRU7IP0=9)UPP2*V" MV)71?Z1#]=6`HL?A_F;U/N\+I"#^O,O2E9+?NR\5NE?[`+51IO70G1<3&S(1 M>SB933RE55[`.1H0L3.R!=@9RL`298O'WTDZ%7;7/(^]L]UMUF!#DMC(NL'Q M'UDJJ[-Q#=X1+]V*[*^6;"*E8;\K\P,-&)']C;N4Y;LM?!-&%R6=5[UC!QKQ M3;*EZ!OK6K+4ZO9@J3O$,MILZ1\?Z8)1S,FY22RDQ?])%B!85053J0`ACQ!MO&:AY?O.V^K$RXU>#B4HGM(@; M%&U&>8NP3Z\`5YL256T-V2K^&G:GXW@_](@IC!.Z>>COU@C?[B>NQ;,P)_B/ M>SN$*#AT>LM;\X9VVL\<0.(IB.>2\+PBGQ&Z2>A)\.*A"!H=/!0%^,R#.QZ\ MO5IO;\I=\C3?"&9`<:'=YPM6/X'HL@+B+AKOW"LA".@)#R$URD=PFCC!Z*2" M+S%`@@AQFM_\0O]8>R(1/Y%((N_7_*?8!"*?T#J2GP6#8Q$/P+,N>P^C<;T: MQ_5.-ID#,'EO1_@T[.[W[V&^7>:,?4I;03D\D?]X(O)53'CB(?S$4)[.P=#` MA8SHMC7#>?FW-$:L;_HMM?!Y1PVYGEITOTR94#0F]+"G04*&Q)R,@J*!(^AX M2CE-D^]*BF%XO(DYQ:R=,BL%O>=+T[`I=K12MMPTQHS1<\ZO""0CYG5 M68K(QQ%N*XO.-(]S+$USET_B[C$1F@@43CW5`H/UH2FYYWVK4IKF-[_0/]9^ M$?=GB>)=P-AS+7J9@>Z0,=9.02<&0_2?2@+W2#0;J*%DH,S,>8/Y23C(PAXN M5V79OUEQO5R-E#1Y<#]U<494HPE$4V+[>.!_]X3_;<8E9CB+ ME-L)3\_D'<6/GKD=V1SO4L9R'C.I]U/)8-)V$VGKHCF!"(/J6_>"IP_UC[2_2WV:34EQPORL>D`PS;; M="$I;JLTGO$ZH>+.([@S5YJ_E6$EY^ MD[-2PJ"_Y7*9'Q\R3;=$[/4/+)9'%%83C@63&74RG5$O$YK/A.;X-<'C`][? MBKZ$<\UXE/B("9G72.61V9*WS3&SE3I*6)Q+?N`M9.VH--'J)!P=2*^%+!K7 MY$X@J,!_`@P`^7]G:@T*96YDL>VBN6^,=K)S MI?OALO69[:[YT#?O^][!3/U]HYB7UK&6_A73*4GG6#(R1M8_0#?^<$5**N4] MZ\>F1=$XUO]J_N&]2#+P_T2KX;-@0FMI^9<%?C6?+\OLX4%T?)/%,G+*VN%*:"L[SFZF,7=(\:/_C)&8&HF3RK"6_A4S MRLD06.IDH$AHU2YA`"!I%?+ZKT6;I*=9.",E\!6LR,+\K?8R\;OA0;0=3#VP MVVR\%P[ZUR,8&.GX3W8#D@(+\@(1YH$88Y9&82@[LW7MVJRW)!H^[&EPX$N: MM5I,[#O72A7MW7=!T5KIH]$,,J(3;,"?.2H;2E0JE5WY]%&TZ.T&%VSY5YA? M\S]0<1SVR/,`CB$_W`H%_:WJBFX@1U5D[X6'+_MZ79VA.J.HXS-OUE9W2=,Z MG[%LC#H!6.DTJ&26G9,Q'/F\:'UF>YEE8V"S`K+L7D'9G%#6.6E_"]P/`C'! M!Q,WS\H=*5N!V*USST_B%B@AH.&[V@NBX2#`J4-.J7WWN,5VP@G;D5X%Z5M< M`35`M,N``R-O\6SA&$>6W#.>3P?2=4^`IF.#4+&BKD0;$+8[`LKSS+2M3!N> M*:Q40WBTHPDVW16P<1A&@^V1#U,V7%3#V7J[*5;K[5"D/8U>YLG7>4G5%P!> M?`'G[VCZQ%]P;E0Z<6Z/T?KT!'0B,P'E2*8',E&KZ_*^!YNW@SUI2!G7F%]*BE.F,7<`X9=*N\U$]`OV!\9OH& MYS'AH4@6"_Y+T$]),R8G[8L(2"!N!R"^1`P]'X=5J=[7NYV@SNA-BEXS/3"_3:+U"=)-&)E_0B%4J[YLV MY0C?;H@0"[=DBV0LAZRN]@?<1"3R&Z0C8IJQP,Y%K/3"1?I+8!G;+O?(;CHV M[]A?HD6L2\,2@4W5!=3L2&!/](5'R*=AS+,N5\O]X3*1UD.H0*31TI^`[(XO M"U=Y)&0^9"QI'3`EU5W/'^?$#CXJ9NO2MLDF0^F9LGK`AT!I*C3)(T\0C(-+ MX56@2`SZ;:)282@*G*]51=4J5="2/=(5X$YE4+DZ@^].TN`/7B"KQGJXSLZT MS,RJN7U:)8&01*]5>$1FU%(H%SS[7X`!`/\05%$-"F5N9'-T%%6. MC5HK0[)3^-_WG>'LRI4*!P*T'')V..0\?+G7"S\DVT=5!NNCVBY\ZFWU8OIH MG5EC\LER\62ZCA5LB&JCO][Y5.U0U0UV.C5EMU.IJ-(/->FV5^7/Y&T)$ MVWO5\?\\@W/9#C0#1_.9`E.KA!;W+^.<]?J-Z0IB?I/G2GTPU2;]:+J`21], MY[RMD[FZ,QD3JW<']`>T#H_[U;C>B*6,BW!&P@A=]/?VTF9V!/?]@3] M-26DC`QJP9I_;5G&*4O72Y:(56W0H\'X@(E-PN/.=!F=JV^8*&'>U=9T`R=_ M92+L4?J1'5J4$I+DE3B]D1C?6\2-N,H$D]>3H56KK]KUO7B\^FIX%=&F,`1* MW=5XS-S-A4NNI?X>&SGH2]K705_1.JK^:!R,M\U0F4,['6ARK[M>[`$EE*9S M/.GE\3WY?1#0Y9%U4=_9^A M&X_DUK8!'QX?'DW!(E9WV/0!#<*&ZH*=R8TIIP$0.ZW;V(;'%$/O424:`D'< M^]14L MN/DYN]2G`M1XZ\2.#UPB,V5$?&MS_Q/_4^`R^K+J,\KE:.4KU-Y\BY MJ4S])!>?]SO:C8!]H*6N'FYW(^B[&@^/K9_E2EV(U_:^/5?,RMB,4[$ZE=<^ M42-!_MT1F'(.3(*,0DT[DFKF)>GUC30:"`6(J"_L2$+;$U%K*>#?C%44K,J, ME9NQ"IH6,O7>SZW5`[\H,^WD_1'BG/17/>F*Z%IYQEOP);(DTP&>>`M'77L& M'.&66,\HDP3"Z%,0\6IR,CU'PO#X7H92@CN$%!9'C[LONI\\MB&(=,BI$=$WRN MAG7>-U>$S=]-(1T)M`E?3*6[A^Z<_0^#TB=]BWN4&P>Y["[@C_(A';V_A_]N MOVH.#_@,*)"Z\6528V&ESCY0RC.JLX+4.FM;03RP6H@:@F+-5SBK*MU,TOM] M-0H^#-,%ESE0CCWGN)/1O:$LP2%?<_+R;B2I$X^^?\7`1RWT>8LZIS/Z_D_M M\)E%Q!3&S[?KE`PU@1>USR6*VL6CV#W#IL>AA/S$1`\1IPA)\L)-<%1<&=_^ MQ/_4^R?@X+L,WSGX_*$H_P&'UYR/]?$"S@TOR^NG`Y=EH"VML->3N9+&*(Y, M$-3GLU1H;QP+`8TUI?%Z,[T]=4C0'QOIG]^^,_1)=#H'KMCVPM2!JY9M?)2J M?P48`&=S7PT-"F5N9'-TM7 M\!*`!+(TOY>;6^K8J`/8"%#=ZA[4E:P8L%:!)*/-O^^;(7<52W%<"-@E-4-R M/MY[W/GGV<5\[H05\X>9$4$;)QI^8F*3#DDDS_/Y9M88;8SOQ+POP^C%_)_9 MGW)YH9I.M_+O^E[4M_BBFJR3W"FCL]S>J<9Z;>7B4,R/JHFP;H?%4QD).`3= MR3_*LJTRLEJ>,9Q6==K#5EP'&/;JK_GG66.-#IV+HK':=3F*^:<:<**`:=2% M$N]'E2BZ:]X<>^T>RV#)FR:Y$)?;W;X6=710%$KU17!X#M4DE(WR7G*" MG;3&O,/0R'O%H3D=;-MQ8*8[QF7'N')7XKJ^4JUV\H;2[^2=_'8>8#KN8S*^BW[X>9BT9W3B3KA(,/1DE[L5O-'F:NC=H$-FU>]WOA MM9_]-B>(A!$B2#Z(AI]&N(B6D&O2)A-$C*`?A7&"%3)3CK=75[ZSUZ&^5[<4.S7G-NK\+3)0``\+2MMA,Z0ZQ%M<:/S8X`G[A5 M38O3T+V$$O=?ZV"ML`P=1STCCA[*E/K/%<[R6^D_&0\J%-32PFWQ'*KM"`!: M-`(`C9L@D+-)!`%+*#R'0)X@@#A;8""AO<08AZ@_\$SX7-O>^#`A(`9[C@%O M@34G8G8:IWI#[;4FZQ@*$'RPU,!JW[SA?^K]:TQXA\*0-^H>SC&!+4=,N*E% M.$EN"AY6.X68=4$BB(@N:L=,R/( MGD'K$'$A'4S+T52HU)*LTQRL(1&_8:Y4]F7H>=G@N4QW)76LZJ&(&1V_HH.] M_)<%LAQGY=?);;T2]Z!@G9FRR[M*1&A<\/Y_$?%5+?9QTN(V=",3S4]Y&(A7 MH6N)$D5FVZR#JS3TF3A3S9M?NY\Z,PO/D.IT`H^-)6E\P;W2Q#PU,?[01"(? MJ2/CATI>\,!=BUSVMDID+DWJ2%!_7+$W)]`,#2ZM3>.J_?-XPF+HJ[C5 M?L87_?34SW5U7G%A48V$2IS"TD\9V9+1)R96+*"N\"RYR)Z?!#Y@4O!D*%X( MM'Q.T(F^I`,$+\JG!6"78GMV@1\_+/Q1O7-!#3.,(-=T1Z[Y^,43^?FAL M.\XAY.-07/"7AKACKGML1]-++DS&?FSTMKH'XWX"O!;$(T%O`$!9IMF_>\#_U?N,"R(FOBXYW.;\`W/$"J"W[PM]TD'`'^\!7U0^\#U@6!<^\DI"#0J]*M[]]_<*<*`.CXZG:B_^$V`` MGL!62PT*96YD`E` M`EV:;W)S2# MZB.(*]7#Q"@_*U"VK?=^N8'^*,4%?+QV_=DZ7(4;16VT'\/(]>^DM.HRM4MC?GR]5AI6O MT.U!WB@'2[QE0?C2.[`:P+J/@Z]-DVB!RT5G!?YVJTWG0]9!Q`1^)N'@R)*P M#IP7V[&[ZWRV.J0VO'Y5^UAWU[U;=&>+18"5%G>=$5'[('KZAZC$I"UHYZ0] M!L4(_*%'%),XA\<%WN[O:H`CW2I81$YWRN)VQ]U.070@+-.&AI=\HH^U6]Q` M"$CS`8X'YE6M1W&E(&Q98A2A8[=GXTL>7XT"YWMY,9&L?Q*_D9TD/VDZ0MB6 M:]LZA"V!?T$DX[5/,VPONPD5MO?36O69,4N(6?T^\F<$OV`Q47LW)(IWC!,. M(FO5PIYUER]P&>IY4WD"Y9RL.P8JQ`J4-=4G9CDSRTF2>2^?&'5(@:_BC_&^ MMA\4YLJ.DF.0ST2PAP-L+7+<(?(WT]O:)^!4`VA?XC8<+(='W!.;1;H4B5%]$">%&D`=GC=C9%)QP*Q1P*:4!HH1T& M#?F$HL=Y59YUO8-=%!&+0]37LPS4&AR__4\FN4(%)@0"&Y(#SMPZ/Z>2B=A? MA]>OJQ\K4RX=H>;*@*BARRF/VZ^K'R*Q0GXS#Q3B\"U[8)^<8\7UXJ*A/75-*OH(P88@-KMP5BJ=[O\9`+ MG#R>^))&>!PBZ*#LC"1`P*R5$[6YL,.L$'(Y!>2%D%!F0LA&C2)S.Z//T'UF M4&OO_8PIY\USI7M:_=URY)CPX_RK\S>KL5EJ"3Q5E99B4RO&MBU_0%S5,H9I M*XTVN+>"]R>TI1:&(>^YYWSP`^6^06SJT^47[;\1MGS2^:) M!'$[;OF]\J46JA4_B,8=\%*8%E3?LCZP+_X58`#'\%GL#0IE;F1S=')E86T- M96YD;V)J#3(P(#`@;V)J/#PO3&5N9W1H(#$Q,SJ21+)6FR!6VV%FM#%1K-8##*PI8O5]^%->JEG560IEH_Q=S;(N\D'-$JC6 M_ZJ935VZ'R+M2L@#]+!>OD11.$ARV#+,KH*F>.A)I, MH8&M=,SU:G#&Z51$JD;[)+9=SJ;H)!Z'/P8K\/>ZG@8;@PY!>!]T+<(;;2&@ M8!>#>-D,=X,M0,OD;8%'5PPD>G?4&0C,`? MNH7Q,&D7&N=;:)8J063F-XLYP`%(O(P*#I2`@=-./CQ-%(%#5D3MX4#ZPH&9 MXN"#U40*XD39GY([*RJ$5UQM%-`GR,?QNRJ@&"'J3KZP5OSVQ-/_/$SWK)NS M#DG2!LH"*<8O#\JBH\0.93TPQ#2#3HZ@2_05R0%@.60'>A3V(;"1V0&^9'F- M-TYRL02J9'DAHK+H'#(">&&;Y$-N@QPZ,PZ`!W(`XUQR&K+!A0:DVP'OP.$< M^OSV'?M3ZS/@CW&H%4GD:L%%1\"WG*B"H+C@3=$K@9V'*T7FA[`I#.B@,`.@5I764KW2B!Z8%1)6UZR.M M>+JC6A"1!X_-XBM6B2JW6%N2_+M)O'H$ZXA)C=5GP4NG9M+/X_4OX\3&:R@' M66Y:-4(%;_T\3C]X#>T'-,-Y2TQKEIUJ7A>XYFD92CWDJ.0R!(GJT+,*NV(= MLEB'*"YX1,2J`T<[R`LO(?HLUQ`,#[/XI"+\B^4E;N;;9@$`Q'P]W"STU3;4 M<[)ZR!7G.FSG9/6>F,7SVW?L3ZV)K"=$\;82W2LXFMZ@:*[[S.S%:7X#=\@0 MI<6)>/ M`@?RZ`2@?Y,$11,V.AI$R=\WM#\Q(CR@WD23S]I7M+LX!'N0.T#K*UKO&]V+ M?&V=LG#V`)6;HNZ.Y_P!Q9R7(LF!*(]MP=,K)A-*O-G8I+X5=`<.T_-N M-&*:VKZ`NCB(4[OM+2=*XH;=EOR?\`6^07PSFOL`1F!DK_!UGW>VYUTI^[S# MHKY0Z,N2D_J")!'=C!"&;I_H+0#*D"%YSE+&.=,J\D$*Y(+]MI7W$/"!M,N! MGYJ?&K^5,,Y5;6�FWB/&&"[S5VSQ*`$I]<&XJVAV:).8#X0#YX0'/DB:EE MAYB/SXTS#47YC:SZ!AP??.G2K M;_0FW.!+D^V-^8#]#^Z&15[\)\``D>U+HPT*96YDPF#@PW2/<6][!5Y3BH)1F2':/]])G7RK$LNX<6`K3D<$@..3_^ MR>%#$TUP(:K.&5>C&DZ:SAIK@U/#O,%2*6IX:#[K7T[;+INLS]IDG+YH.^=- MT&^IIGK?@2&8J'VP%HH1K,&Z]O?A0W,Z-$[A;SM?-;XX8Z/R&>8MRH.?5]F; MZ-5FT5PUP?;&I:EY^;K[OO.V^7EHK(K&>M71OU6^5!-Q@&**5\,2VO&'H=!" M8Y6%.IMXH1L$'-QEMINX,V"U_LJ*?F3]*X M_8NV*FKU6]O#9R$#;;Z)PUS:%ULI'-.\ZOQ\1MOG3,PY88*\+14S1-$6C)N6 MT#L._*?6.TS&1>N2Z7$B:[S^UKH"PXTMY"3K/^6K9NB$RZ+JYI:_4[6%$'L] MWK7>P@94&%5:5@J_55_JG@V6/T<0<]27+44,8/CR7Y'*43#J(,U2K-7'YTB% MZ$S`%+M'1FHRL0A2";8]3VJ]!^ MS_8-H^7T];B5D@RP^J)H2ZM^MUE+Y_O;8PH*T1/3.8\S<>C[D)G#NLMJ[QX7 MN^,0@BA:G=`43829=,39@^(8[W'.-=J;J/[@F M@XUT!MC`76G$`^VF#C@T@K;B#;_4CH0+34?"<6^\#_5_E,;@!.22 M#TAC`.B0O52>:%U(PG&%,UFFYN7K[OO.!SG.U51/'(//`8X?)084E%9ZBJF- MNF-I><_

93@GI23&*:K"!XY+U&[ZK%YYYKG/N>L]'K]6HKVZ;>00$@X2G6 M][+T*KI*-R=!DT`1&#&/6AZG MUN6KWON^1-B;88@PTW`%+/6HLAW]6^4J7<,Q>)/W6*,<[4A#:<'ESF"U>.MT M`<\HB)_32`AJ(#>-FP5<3`FX(,4X8Q]!`>+P4QQ/GP,VFI14]$'B>(ET$K%> M1(Q)V"$\[%];S":\ M:_"!]65D#W'DSO^(\0ZG8]-:'(Z1+BHA7NJ[``,`JH17SPT*96YDN>V]6[0#=(DI!FO@[8P,-8GD10?WY`SO1]&JZWS3N`_F"*FVV$T MVIA@Q;2I2X_+;\/O\D:-16BY^&G:3#":P-BY*<1$(IVJ`Z%=*8]GM./W*BU=$M96Y0_8L)UBEVO.LX>DM_L_PU=AE9`JP/9+CAW>`AD"`@PU&LVL^Y8_3?(16[ M._L.N[@XL6%ME8FFQ3#3I?<"0G#7ZQ%+EK MS%'BJ;\($D\]Z;K`WD>DE2/3#2>3-2E[C#4MIQ7V0RICR!>Z%??CFH^8,+MS M=F+VU2O`KI#\@C]=]E@P=!9\T-&WOFE1/?8NZ[&CQ'Z^_Q_Y:VGNM&^F"6DM MI@?LJ5S4D9^&J1=(&HGH7_;L0OIPQVKH3$BXG>:8SXWV;+C>)&;'!*UGEQ M4Z<*]7RY_K+FH6];[T<'/F$WY6Y>>)+3WD8A^>3?B"Q]0_3YU*R>V_YSA:=N MZ;#9=INK-M^.3>2Q6SXI4[\?JD4:'_)XZ(,)QX9I@J9JUN&1EN$1,MCKX4%3 MMWY%%#=_1434XJGA<6I@VZU3`W/BXNC:7"V%OU-HB2_$&Q5H]'WD?+FNO%J4 M,3#%?MJF9&PJO6JY5PU9C1\M6#%KN*\EJ/PD%\D[-#+]11-)_"/``/FX#&(- M"F5N9'-TEJK75,`L`C=:@STJ,Q185%&*D"0`#"B`"$0`R M>:TN+3LA!^"2QDNP6MP)_(N>7@>0:;TB3,K`,/#_B2W7Z0T`0!DX!RB4M7*< M.W&NJC?H3/89G'FEE2:&41/K\01QMC2Q:IZ]YWSF.=K$"HU6@;,I9YU"HS#Q M:9Q7UQF5.".I.'?5J97U.%_%V:7*J%'C_-P4JU'*:@%`Z2:[02DOQ]D/9[H^ M)TN"\P(`R'35.USZ#AN4#0;3I235ND:]6E5NP-SE'I@H-%2,)2GKJY0&@S!# M)J^4Z168I%JCDVD;`9B_\YPXIMIB>):'!P4)_']$[A?JOF[]0IM[.TY/, MN9Y!_`MO;3_G5ST*@'@6K\WZM[;2+0",KP3`\N9;F\O[`##QOAV^^,Y]^*9Y M*3<8=&&^OO7U]3YJI=S'5-`W^I\.OT#OO,_'=-R;\F!QRC*9LHFKZZJ M-NJQ6IU,KL2$/QWB7QWX\WEX9RG+E'JE%H_(PZ=,K57A[=8JU`9UM193:_]3 M$W]EV$\T/]>XN&.O`:_8![`N\@#RMPL`Y=(`4K0-WX'>]"V5D@2``K`4R$$YT``]J`&H1W0;NCWT%'H!'0.N@1]!4U!#Z#OH)U%A]%=Z&'T-'H%G4)GT-<$!L&6X$4((T@)BP@J0CVABS!(V$GXB'"& M<(TP37A*)!+Y1`$QA)A$+"!6$)N)O<2MQ`/$X\1+Q+O$61*)9$7R(D60TDDR MDH'41=I"VD?ZC'29-$UZ3J:1'0/R5?)M\COZ*P**Z4 M,$HZ14%II/11QBC'*!I^ZAGJ;>H3&HWF1`NE M9=+4M.6T(=KO:)_3IF@OZ!RZ)UU"+Z(;Z>OH']*/T[^B/V$P&&Z,:$8AP\!8 MQ]C-.,7XFO'9%YB,6 MA>7&DK!DK%;6".LHZP9KELUEB]CI;`V[E[V'?8Y]GT/BN''B.0I.)^<#SBG. M72["=>9*N'+N"NX8]PQWFD?D"7A27@6OA_=;W@1OQIQC'FB>9]Y@/F+^B?DD M'^&[\:7\*GX?_R#_.O^EA9U%C(728HW%?HO+%L\L;2RC+966W98'+*]9OK3" MK.*M*JTV6(U;W;%&K3VM,ZWKK;=9G[%^9,.S";>1VW3;'+2Y:0O;>MIFV3;; M?F![P7;6SMXNT4YGM\7NE-TC>[Y]M'V%_8#]I_8/'+@.D0YJAP&'SQS^BIEC M,5@5-H2=QF8<;1V3'(V..QPG'%\Y"9QRG3J<#CC=<:8ZBYW+G`><3SK/N#BX MI+FTN.QUN>E*<16[EKMN=CWK^LQ-X);OMLIMW.V^P%(@%30)]@INNS/E1Y;/;[TA#V#/,L]1SPO>L%>P5YJKZU>E[P)WJ'>6N]1[QM" MNC!&6"?<*YSRX?ND^G3XC/L\]G7Q+?3=X'O6][5?D%^5WYC?+1%'E"SJ$!T3 M?>?OZ2_W'_&_&L`(2`AH"S@2\&V@5Z`R<%O@GX.X06E!JX).!OTC."18'[P_ M^$&(2TA)R'LA-\0\<8:X5_QY*"$T-K0M]./0%V'!88:P@V%_#Q>&5X;O";^_ M0+!`N6!LP=T(IPA9Q(Z(R4@LLB3R_A\0EQG7'3<1SXG/CA^._3G!*4"7L39A)#$IL M3CR>1$A*2=J0=$-J)Y5+=TMGDD.2ER6?3J&G9*<,IWR3ZIFJ3SV6!JF;TR_DR'(J,GX0R8Q,R-S)/,O6:*LEJRSV=SLXNP]V4]S M8G/ZU'&VE]G2U?75#]26=EZY+-UD3 M5K.I9D:?HM]9"]4NJ3UBX.$_4Q>,[L:5QJFZR+J1NN?U>?6'&M@-VH8+C9Z- M:QKO-24T_:89;98WGVQQ;&EOF5H6LVQ'*]1:VGJRS;FMLVUZ>>+R7>W4]LKV M/W7X=?1W?+\B?\6Q3KO.Y9UW5R:NW-MEUJ7ONK$J?-7VU>AJ]>J)-0%KMJQY MW:WH_J+'KV>PYX=>>>\7:T5KA];^N*YLW41?<-^V]<3UVO77-T1MV-7/[F_J MO[LQ;>/A`6R@>^#[3<6;S@T&#F[?3-ULW#PYE/I/`*0!6_Z8N)DDF9"9_)IH MFM6;0INOG!RAMJ(FHI:C!J-VH^:D M5J3'I3BEJ:8:IHNF_:=NI^"H4JC$J3>IJ:H_R#W(O,DZR;G*.,JWRS;+MLPUS+7--2A!%LM-C(X("TS-S8@,C`P,"`Q,#$P72]& M;VYT3F%M92]!7!E M+T9O;G1$97-C'1'4W1A=&4O4T$@9F%LFMC.60G/SX*/#]A9&]B92UX87`M M9FEL=&5R&UL;G,Z>#TG861O M8F4Z;G,Z;65T82\G('@Z>&UP=&L])UA-4"!T;V]L:VET(#(N.2XQ+3$S+"!F M&UL;G,Z:5@] M)VAT='`Z+R]N&%P.DUO9&EF>41A=&4])S(P,#8M,#,M,394,3@Z-3&%P34TZ1&]C=6UE;G1)1#TG=75I9#IE8F0T-SDX92TX,C-F+30W M838M861E8RUC9#,X,#4X8C0S938G+SX-"CQR9&8Z1&5S8W)I<'1I;VX@&UL;G,Z9&,])VAT='`Z+R]P=7)L+F]R9R]D8R]E;&5M96YT&UL.FQA;F<])W@M9&5F875L="<^36EC#IX;7!M971A/@T*("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M"B`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`*("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`* M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@(`H@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@("`@ M("`@("`@("`@("`@("`@("`@("`@"B`@("`@("`@("`@("`@("`@("`@("`@ M("`@(`H\/WAP86-K970@96YD/2=W)S\^#0IE;F1S=')E86T-96YD;V)J#34@ M,"!O8FH\/"]-;V1$871E*$0Z,C`P-C`S,38Q.#4W-#DM,#4G,#`G*2]#')E9@T* M,"`V#0HP,#`P,#`P,#`P(#8U-3,U(&8-"C`P,#`P,34Y-S$@,#`P,#`@;@T* M,#`P,#`Q-C`P-"`P,#`P,"!N#0HP,#`P,#$V,#(W(#`P,#`P(&X-"C`P,#`P M,38P-S<@,#`P,#`@;@T*,#`P,#`Q.30X,R`P,#`P,"!N#0IT -----END PRIVACY-ENHANCED MESSAGE-----