ProAssurance 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): November 9, 2005
ProAssurance
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-16533
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63-1261433
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer I.D. No.)
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100
Brookwood Place, Birmingham, Alabama
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35209
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(Address
of Principal Executive Office )
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(Zip
code)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-(c) under the Exchange Act (17CFR
240.13e-(c))
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Item
7.01 Regulation
FD Disclosure
We
are
furnishing presentation materials, included as Exhibit 99.1 to this report,
which we are using during investor meetings in November and December 2005.
We
expressly disclaim any obligation to update this presentation and caution that
it is only accurate on the date it was presented. The inclusion of any data
or
statements in this presentation does not signify that the information is
considered material.
Caution
Regarding Forward-Looking Statements
This
news
release contains historical information as well as forward-looking statements
that are based upon our estimates and anticipation of future events that are
subject to certain risks and uncertainties that could cause actual results
to
vary materially from the expected results described in the forward-looking
statements. The words “anticipate,”“believe,”“estimate,”“expect,”“hopeful,”“intend,”“may,”“optimistic,”“preliminary,”“project,”“should,”“will,” and
similar expressions are intended to identify these forward-looking statements.
There are numerous important factors that could cause our actual results to
differ materially from those in the forward-looking statements. Thus, sentences
and phrases that we use to convey our view of future events and trends are
expressly designated as “forward-looking statements” as are sections of this
news release clearly identified as giving our outlook on future business. The
principal risk factors that may cause actual results to differ materially from
those expressed in the forward-looking statements are described in various
documents we file with the Securities and Exchange Commission, including Form
10K/A for the year ended December 31, 2004 and Form 10Q for the most recent
quarter. These forward-looking statements are subject to significant risks,
assumptions and uncertainties, including, among other things, the following
important factors that could affect the actual outcome of future events.
Regarding the sale of our personal lines subsidiary, MEEMIC Insurance Company
and its internal agency, we would add the following Cautions to those included
in our filings with the SEC:
• The
transaction may not occur as expected or it may take longer to accomplish than
we expect;
• governmental
approvals of the transaction may not be obtained, or adverse regulatory
conditions may be imposed in connection with governmental approvals of the
transaction;
• the
sale
is subject to the satisfaction or waiver of certain conditions which are beyond
the control of ProAssurance; and
• the
distribution of proceeds arising from the sale to ProAssurance may not be
approved by governmental authorities, or such approval may be for an amount
less
than requested.
We
urge
you 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 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
99.1 - Investor Presentation.
We
are
furnishing the exhbit to this Form 8-K in accordance with item 7.01, Regulation
FD Disclosure. The 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:
November 10, 2005
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PROASSURANCE CORPORATION |
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By:
/s/ Edward L. Rand, Jr.
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Edward
L. Rand, Jr.
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Chief
Financial Officer
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