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): September 13, 2006
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 13, 2006 we entered into a Consulting and Confidentiality Agreement
with William J. Listwan, M.D., the former Chairman of Physician Insurance
Company of Wisconsin (PIC Wisconsin), and a newly elected member of our Board of
Directors (See Item 5.02 below). This is an annual Agreement that renews
automatically and pays Dr. Listwan $44,000 per year.
We also entered into an Indemnification Agreement with Dr. Listwan on September
13, 2006. This Indemnification Agreement is substantially similar to the
Indemnification Agreements we enter into with our other Board members and Senior
Officers.
The Consulting Agreement is filed as Exhibit 99.1 to this Current Report on Form
8K, and a the Indemnification Agreement is filed as Exhibit 99.2 to this Current
Report on Form 8K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS,
OR APPOINTMENT OF PRINCIPAL OFFICERS
On September 13, 2006 William J. Listwan, M.D. was elected to serve on our Board
of Directors. In accordance with the terms of the Agreement and Plan of Merger
among ProAssurance, PIC Wisconsin and Physicians Merger Company, Dr. Listwan was
nominated by PIC Wisconsin and elected by our Board of Directors after being
found to be qualified to serve on the Board.
The Agreement and Plan of Merger dated as of December 8, 2005 as amended
February 14, 2006 among ProAssurance, PIC Wisconsin and Physicians Merger
Company is incorporated by reference into this filing as Exhibit 99.3. The news
release announcing Dr. Listwan's election is filed as Exhibit 99.4 to this
Current Report on Form 8K. A copy of the Merger Agreement
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1 Consulting and Confidentiality Agreement between ProAssurance
Corporation and William J. Listwan, M.D.
99.2 Indemnification Agreement between ProAssurance Corporation and William
J. Listwan, M.D.
99.3 Agreement and Plan of Merger dated as of December 8, 2005 as amended
February 14, 2006 among ProAssurance, PIC Wisconsin and Physicians
Merger Company was filed as an exhibit to ProAssurance's Registration
Statement on Form S-4 effective June 6, 2006 (Sec File No 333-131874)
and is incorporated into this Current Report on Form 8K by reference.
99.4 News Release announcing the election of William J. Listwan to our
Board of Directors.
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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: September 13, 2006
PROASSURANCE CORPORATION
By: /s/ Frank B. O'Neil
--------------------------------
Frank B. O'Neil
Senior Vice-President
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