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 6, 2013

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:
¨	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 7.01                      Regulation FD Disclosure

Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is our news release relating to the dividend referred to in Item 8.01 below.

Item 8.01                      Other Events

On March 13, 2013 we announced that the record date for our upcoming cash dividend of $0.25 per common share will be April 1, 2013. The dividend payment date remains April 11, 2013. The change is being made due to the Good Friday holiday at the New York Stock Exchange on March 29, 2013, the previously announced record date. Under the dividend policy updated December 5, 2012, our Board of Directors anticipates a total annual dividend of $1.00 per share, to be paid in equal quarterly installments. However, any decision to pay future cash dividends is subject to the Board’s final determination after a comprehensive review of the company’s financial performance, future expectations and other factors deemed relevant by the Board.

Item 9.01                      Financial Statements and Exhibits

99.1    News release issued on March 13, 2013, disclosing a change in the record date for ProAssurance’supcoming cash dividend of $0.25 per common share
payable April 11, 2013. The new record date is April 1, 2013, replacing the prior record date of March 29, 2013, which is an observed holiday at the New York Stock Exchange.

We are furnishing Exhibit 99.1 to this Current Report on Form 8-K solely for the purpose of incorporation by reference into Items 7.01 and 9.01. This exhibit shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 13, 2013
	PROASSURANCE CORPORATION
	by:  /s/ Frank B. O’Neil
	Frank B. O’Neil Senior Vice-President

EX-99.1

NEWS RELEASE

For More information

Frank B. O’Neil

Sr. Vice President, Corporate Communications & Investor Relations

800-282-6242 • 205-877-4461 • foneil@ProAssurance.com

ProAssurance Revises Record Date for Upcoming Quarterly Dividend

BIRMINGHAM, AL., March 13, 2013 (PRNewswire) – ProAssurance Corporation (NYSE:PRA) announced today that the record date for its upcoming cash dividend of $0.25 per common share will be April 1, 2013. The dividend payment date remains April 11, 2013. The change is being made due to the Good Friday holiday at the New York Stock Exchange on March 29, 2013, the previously announced record date.

Our dividend policy, updated on December 5, 2012, anticipates a total annual dividend of $1.00 per share, to be paid in equal quarterly installments. However, any decision to pay future cash dividends is subject to the Board’s final determination after a comprehensive review of the company’s financial performance, future expectations and other factors deemed relevant by the Board.

About ProAssurance

ProAssurance Corporation is an industry-leading specialty insurance company with extensive expertise in medical professional liability, products liability for life sciences and the medical technology industry and legal professional liability. ProAssurance is recognized as one of the top performing insurance companies in America by virtue of our inclusion in the Ward’s 50 for the past six years and is consistently ranked as a top performing property casualty insurer in Moody’s Yearly Statistical Handbook. ProAssurance is rated “A” (Strong) by Fitch Ratings; ProAssurance Group is rated “A” (Excellent) by A.M. Best.

Caution Regarding Forward-Looking Statements

Statements in this news release that are not historical fact or that convey our view of future business, events or trends are specifically identified as forward-looking statements. Forward-looking statements are based upon our estimates and anticipation of future events and highlight certain risks and uncertainties that could cause actual results to vary materially from our expected results. We expressly claim the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, for any forward-looking statements in this news release. Forward-looking statements represent our outlook only as of the date of this news release. Except as required by law or regulation, 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.

Forward-looking statements are generally identified by words such as, but not limited to, “anticipate,” “believe,” “estimate,” “expect,” “hope,” “hopeful,” “intend,” “may,” “optimistic,” “potential,” “preliminary,” “project,” “should,” “will,” and other analogous expressions. When we address topics such as liquidity and capital requirements, the value of our investments, return on equity, financial ratios, net income, premiums, losses and loss reserves, premium rates and retention of current business, competition and market conditions, the expansion of product lines, the development or acquisition of business in new geographical areas, the availability of acceptable reinsurance, actions by regulators and rating agencies, court actions, legislative actions, payment or performance of obligations under indebtedness, payment of dividends, and other similar matters, we are making forward-looking statements.

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Risks that could adversely affect the mergers of Medmarc and IND into ProAssurance include, but are not limited to, the following:

·   The outcome of any potential claims from policyholders of Medmarc and IND relating to payments or other issues arising from their respective conversions to stock insurance companies and subsequent mergers into ProAssurance;

·   the businesses of ProAssurance and Medmarc or ProAssurance and IND may not be integrated successfully, or such integration may take longer to accomplish than expected;

·   cost savings from either transaction may not be fully realized or may take longer to realize than expected;

·   operating costs, customer loss and business disruption following either or both transactions, including adverse effects on relationships with employees, may be greater than expected.

The following important factors are among those that could affect the actual outcome of other future events:

·   changes in general economic conditions;

·   our ability to maintain our dividend payments;

·   regulatory, legislative and judicial actions or decisions that could affect our business plans or operations; the enactment or repeal of tort reforms;

·   formation or dissolution of state-sponsored medical professional liability insurance entities that could remove or add sizable groups of physicians from or to the private insurance market;

·   the impact of deflation or inflation;

·   changes in the interest rate environment;

·   changes in U.S. laws or government regulations regarding financial markets or market activity that may affect the U.S. economy and our business;

·   changes in the ability of the U.S. government to meet its obligations that may affect the U.S. economy and our business;

·   performance of financial markets affecting the fair value of our investments or making it difficult to determine the value of our investments;

·   changes in accounting policies and practices that may be adopted by our regulatory agencies and the Financial Accounting Standards Board, the Securities and Exchange Commission, or the Public Company Accounting Oversight Board;

·   changes in laws or government regulations affecting medical professional liability insurance or the financial community;

·   the effects of changes in the healthcare delivery system, including but not limited, to the Patient Protection and Affordable Care Act;

·   consolidation of healthcare providers and entities that are more likely to self insure and not purchase medical professional liability insurance;

·   uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance;

·   changes in the availability, cost, quality, or collectability of insurance/reinsurance;

·   the results of litigation, including pre- or post-trial motions, trials and/or appeals we undertake;

·   allegation of bad faith which may arise from our handling of any particular claim, including failure to settle;

·   loss of independent agents;

·   changes in our organization, compensation and benefit plans;

·   our ability to retain and recruit senior management;

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·   assessments from guaranty funds; our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations;

·   changes to the ratings assigned by rating agencies to our insurance subsidiaries, individually or as a group;

·   provisions in our charter documents, Delaware law and state insurance law may impede attempts to replace or remove management or may impede a takeover;

·   state insurance restrictions may prohibit assets held by our insurance subsidiaries, including cash and investment securities, from being used for general corporate purposes;

·   taxing authorities can take exception to our tax positions and cause us to incur significant amounts of legal and accounting costs and, if our defense is not successful, additional tax costs, including interest and penalties;

·   insurance market conditions may alter the effectiveness of our current business strategy and impact our revenues; and

·   expected benefits from completed and proposed acquisitions may not be achieved or may be delayed longer than expected due to business disruption; loss of customers,  employees and key agents; increased operating costs or inability to achieve cost savings; and assumption of greater than expected liabilities among other reasons.

Additional risk factors that may cause outcomes that differ from our expectations or projections are described in various documents filed by ProAssurance Corporation with the Securities and Exchange Commission, such as current reports on Form 8-K, and regular reports on Forms 10-Q and 10-K, particularly in “Item 1A, Risk Factors.

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