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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2001
PROASSURANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-16533 63-1261433
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
100 Brookwood Place, Birmingham, Alabama 35209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 877-4400
(Former name or former address, if changed since last report)
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ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS.
On June 27, 2001, Medical Assurance, Inc. ("Medical Assurance") and
Professionals Group, Inc. ("Professionals Group") completed their consolidation
and became wholly owned subsidiaries of a newly formed holding company named
ProAssurance Corporation ("ProAssurance"). The consolidation was consummated
through the mergers of two wholly owned subsidiaries of ProAssurance with and
into Medical Assurance and Professionals Group, with Medical Assurance and
Professionals Group being the surviving corporations of the mergers. Upon
consummation of the consolidation, each outstanding share of common stock, par
value $1.00 per share, of Medical Assurance was converted into one share of
common stock, par value $0.01 per share, of ProAssurance. Each outstanding share
of common stock, no par value per share, of Professionals Group was converted
into the right to receive, at the holder's election (i) .897 of a share of
ProAssurance common stock plus $13.47 in cash, or (ii) $27.47 in cash.
ProAssurance issued approximately 22.6 million shares of its common
stock to former Medical Assurance shareholder and approximately 3.3 million
shares of its common stock and approximately $193.9 million in cash to former
Professionals Group shareholders. ProAssurance funded the cash requirements of
the consolidation with the proceeds of a $110.0 million bank syndicate term loan
arranged by SouthTrust Bank and Bank of America and with internal funds
generated from dividends paid by Medical Assurance and Professionals Group at
the time of closing. The shares of ProAssurance common stock issued in
connection with the consolidation were registered under the Securities Act of
1933 pursuant to a Registration Statement on Form S-4 (File No. 333-49378). This
Registration Statement was declared effective on April 30, 2001. The
consolidation is described in greater detail in the Registration Statement.
On June 28, 2001, ProAssurance common stock began trading on the New
York Stock Exchange under the symbol "PRA" and the common stock of Medical
Assurance and Professionals Group was delisted from the New York Stock Exchange
and Nasdaq National Market, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets of Professionals Group
as of December 31, 1999 and 2000 and the consolidated statements of
income and cash flows of Professionals Group for the fiscal years ended
December 31, 1998, 1999, and 2000 have been filed with the SEC as part
of Professionals Group's Annual Report on Form 10-K, filed March 28,
2001, and are incorporated herein by reference.
The audited consolidated balance sheets of Medical Assurance
as of December 31, 1999 and 2000 and the consolidated statements of
income and cash flows of Medical Assurance for the fiscal years ended
December 31, 1998, 1999, and 2000 have been filed
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with the SEC as part of Medical Assurance's Annual Report on Form
10-K, filed March 29, 2001, and are incorporated herein by reference.
The unaudited consolidated balance sheet of Professionals
Group as of March 31, 2001, and unaudited consolidated statements of
income and cash flows of Professionals Group for the three months ended
March 31, 2000 and 2001, have been filed with the SEC as part of
Professionals Group's Quarterly Report on Form 10-Q, filed May 11,
2001, and are incorporated herein by reference.
The unaudited consolidated balance sheet of Medical Assurance
as of March 31, 2001, and unaudited consolidated statements of income
and cash flows of Medical Assurance for the three months ended March
31, 2000 and 2001 have been filed with the SEC as part of Medical
Assurance's Quarterly Report on Form 10-Q, filed May 15, 2001, and
incorporated herein by reference.
(b) Pro Forma Financial Information.
The pro forma condensed consolidated balance sheet of
ProAssurance as of March 31, 2001 and the pro forma condensed
consolidated statements of income of ProAssurance for the year ended
December 31, 2000 and the three months ended March 31, 2001 along with
notes to the condensed consolidated financial statements are filed as
exhibits to this report.
The unaudited pro forma condensed consolidated
balance sheet gives effect to the consolidation transaction as if it
had occurred on March 31, 2001. The unaudited pro forma condensed
consolidated statements of income for the year ended December 31, 2000,
and for the three months ended March 31, 2001, give effect to the
corporate reorganization of Medical Assurance into ProAssurance,
treated in a manner similar to a pooling of interests, and to the
consolidation of Professionals Group and ProAssurance, treated as a
purchase transaction, as if the transactions had occurred January 1,
2000. The statements include pro forma adjustments as described in the
notes accompanying the financial statements.
ProAssurance derived this information from the
audited consolidated financial statements of Medical Assurance and
Professionals Group for the year ended December 31, 2000, and from the
unaudited consolidated financial statements of Medical Assurance and
Professionals Group for the three months ended March 31, 2001. The
unaudited pro forma condensed consolidated financial statements should
be read in conjunction with the audited historical financial statements
and related notes of Medical Assurance and Professionals Group which
are incorporated by reference in this report.
The unaudited pro forma consolidated financial
information is presented for illustrative purposes only and does not
purport to be indicative of the operating results or financial position
that would have actually occurred if the consolidation had been in
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effect on the dates indicated, nor is it indicative of the future
operating results or financial position of the consolidated company.
The pro forma adjustments are based on the information and assumptions
available at the time of this report.
(c) Exhibits.
Exhibit Reference
Number Exhibit Description
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99.1 Audited consolidated balance sheets of Professionals
Group as of December 31, 1999 and 2000 and consolidated
statements of income and cash flows of Professionals
Group for the fiscal years ended December 31, 1998,
1999, and 2000 (incorporated by reference to
Professionals Group's Annual Report on Form 10-K filed
March 28, 2001)
99.2 Audited consolidated balance sheets of Medical Assurance
as of December 31, 1999 and 2000 and consolidated
statements of income and cash flows of Medical Assurance
for the fiscal years ended December 31, 1998, 1999, and
2000 (incorporated by reference to Medical Assurance's
Annual Report on Form 10-K filed March 29, 2001)
99.3 Unaudited consolidated balance sheet of Professionals
Group as of March 31, 2001, and unaudited consolidated
statements of income and cash flows of Professionals
Group for the three months ended March 31, 2000 and 2001
(incorporated by reference to Professionals Group's
Quarterly Report on Form 10-Q filed May 11, 2001).
99.4 Unaudited consolidated balance sheet of Medical
Assurance as of March 31, 2001, and unaudited
consolidated statements of income and cash flows of
Medical Assurance for the three months ended March 31,
2000 and 2001 (incorporated by reference to Medical
Assurance's Quarterly Report on Form 10-Q filed May 15,
2001).
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99.5 Proforma condensed consolidated balance sheet of
ProAssurance as of March 31, 2001 and proforma condensed
consolidated statements of income of ProAssurance for
the year ended December 31, 2000 and three months ended
March 31, 2001 along with notes thereto.
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SIGNATURES
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.
PROASSURANCE CORPORATION
Date: July 12, 2001 By: /s/ James J. Morello
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Name: James J. Morello
Its: Treasurer and Chief Financial
Officer (Principal Financial Officer
and Principal Accounting Officer)
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