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): August 2, 2005
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:
|X| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|X| 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))
Item 7.01 Regulation FD Disclosure
On August 2, 2005 ProAssurance Corporation announced that
shareholders of NCRIC Group, Inc. have approved NCRIC Group's merger
into ProAssurance.
NCRIC Group's merger into ProAssurance is expected to be declared
effective upon the close of business on August 3, 2005. Each share of
NCRIC common stock will be converted into 0.25 shares of ProAssurance
common stock automatically at the effective time of the merger. NCRIC
expects to delist its stock on NASDAQ at that time. Holders of NCRIC
shares may begin trading their converted shares as ProAssurance common
stock on the NYSE on August 4, 2005, the day following the expected
effective time of the merger. Record holders of NCRIC common stock
will receive instructions for exchanging their certificates of NCRIC
common stock for certificates of ProAssurance common stock within the
next few days.
A copy of the news release issued by ProAssurance disclosing the
proposed transaction is attached as Exhibit 99.1 to this report and is
incorporated into this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 - News release dated August 2, 2005
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: August 2, 2005
PROASSURANCE CORPORATION
By: /s/ Edward L. Rand, Jr.
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Edward L. Rand, Jr.
Chief Financial Officer