As filed with the Securities and Exchange Commission on January 25, 2002
Registration No. 333-49378
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
PROASSURANCE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 6631 63-1261433
(State or Other Jurisdiction (Primary Standard Industrial (IRS Employer
of Incorporation or Organization) Classification Code Number) Identification No.)
100 BROOKWOOD PLACE
BIRMINGHAM, ALABAMA 35209
(205) 877-4400
(Address, Including Zip Code, and Telephone Number, Including
Area Code, or Registrant's Principal Executive Offices)
COPIES TO:
JACK P. STEPHENSON, JR., ESQ.
BURR & FORMAN LLP
420 NORTH 20TH STREET, SUITE 3100
BIRMINGHAM, ALABAMA 35203
(205) 458-5201
The Registration Fee was previously calculated and paid in connection
with the initial filing of the Registration Statement on November 6, 2000.
DESCRIPTION OF AMENDMENT
ProAssurance Corporation (the "Registrant") registered the issuance of
34,741,435 shares of its common stock (the "Registered Shares") pursuant to a
Registration Statement on Form S-4 (File No. 333-49378) originally filed with
the Securities and Exchange Commission on November 6, 2000. On June 27, 2001,
the Registrant issued 25,890,442 Registered Shares (the "Issued Shares") to the
former shareholders of Medical Assurance, Inc. ("Medical Assurance") and
Professionals Group, Inc. ("Professionals Group") pursuant to the consolidation
of Medical Assurance and Professionals Group under the ownership of the
Registrant as contemplated by an Agreement to Consolidate between Medical
Assurance and Professionals Group dated June 22, 2000. Since June 27, 2001,
holders of options previously granted under the Professionals Group 1996 Long
Term Stock Incentive Plan have exercised options with respect to 137,992
Registered Shares, and Registrant has filed Post-Effective Amendment No. 1 to
the Registration Statement on Form S-8 with respect to 789,970 Registered Shares
(collectively the "Option Shares") reserved for issuance pursuant to options
previously granted under the Medical Assurance, Inc. Incentive Compensation
Stock Plan and the Professionals Group, Inc. 1996 Long Term Stock Incentive
Plan, all of which options were assumed by Registrant pursuant to said Agreement
to Consolidate, effective June 27, 2001. There are 7,923,031 shares of common
stock of the Registrant (the "Unsold Shares") that will not be issued as Issued
Shares or Option Shares under the Registration Statement. Registrant paid a
registration fee in the amount of $27,680 in connection with the registration of
the Unsold Shares under the Registration Statement. The registration fee paid by
the Registrant with respect to the Unsold Shares will be used as an offset
against registration fees payable on securities to be registered in the future
by the Registrant pursuant to SEC Rule 457(p).
[SIGNATURES ON FOLLOWING PAGE]
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 2 to its
Registration Statement on Form S-4 to be signed on its behalf, by the
undersigned thereunto duly authorized in the City of Homewood, State of Alabama,
on this the 4th day of January, 2002.
PROASSURANCE CORPORATION
By: /s/A. Derrill Crowe, M.D.
--------------------------------------
A. Derrill Crowe, M.D.,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 has
been signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
--------- ----- ----
/s/A. Derrill Crowe, M.D. Chief Executive Officer, January 4, 2002
--------------------------------- Director (Principal Executive
A. Derrill Crowe, M.D. Officer)
/s/James J. Morello Treasurer (Principal January 4, 2002
--------------------------------- Accounting Officer)
James J. Morello
/s/Victor T. Adamo Director January 4, 2002
---------------------------------
Victor T. Adamo, Esq.
/s/Paul R. Butrus Director January 4, 2002
---------------------------------
Paul R. Butrus
/s/Norton E. Cowart, M.D. Director January 4, 2002
---------------------------------
Norton E. Cowart, M.D.
/s/Robert E. Flowers, M.D. Director January 8, 2002
---------------------------------
Robert E. Flowers, M.D.
/s/Leon C. Hamrick, M.D. Director January 4, 2002
---------------------------------
Leon C. Hamrick, M.D.
/s/John P. North Director January 4, 2002
---------------------------------
John P. North, Jr.
/s/Ann F. Putallaz, Ph.D. Director January 4, 2002
---------------------------------
Ann F. Putallaz, Ph.D.
/s/William H. Woodhams, M.D. Director January 8, 2002
---------------------------------
William H. Woodhams, M.D.
LIST OF EXHIBITS
FILED HEREWITH
23.1 Consent of Ernst & Young LLP., independent certified public accountants
of ProAssurance Corporation and Medical Assurance, Inc.
23.2 Consent of PricewaterhouseCoopers LLP, independent certified public
accountants of Professionals Group, Inc.
23.3 Consent of KPMG LLP, independent certified public accountants of
Professionals Group, Inc.
23.4 Consent of PricewaterhouseCoopers LLP, independent certified public
accountants of Michigan Educational Employees Mutual Insurance Company
(predecessor to MEEMIC Holdings, Inc.).