bodyoffiling.htm
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): December 8,
2008
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,
Alabama35209
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
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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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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
On
December 8, 2008 we reacquired $23.0 million par of our issued and outstanding
Junior Subordinated Notes due 2034, dated as of April 29, 2004 and May 12, 2004,
for total consideration of $18.4 million We reaquired 100% of the April, 2004
Notes and approximatly 30% of the May, 2004 Notes. We expect to record a pre-tax
gain from this transaction of approximately $4.5 million on our Income Statement
when we report our results for the fourth quarter and year ended December 31,
2008. The repurchase was made under the Company’s
existing authorization for the repurchase of up to $100 million of
its shares of common stock and/or trust preferred securities (or the debentures
that secure the trust preferred securities).
The
information we are furnishing under Item 7.01 of this Report 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:
December 9, 2008
PROASSURANCE
CORPORATION
By: /s/
Frank B. O’Neil
-----------------------------------------------------
Frank B.
O’Neil
Senior
Vice-President