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): June 30, 2003
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
Item 7. Financial Statements and Exhibits
(c) Exhibits filed with this report:
Number Exhibit
99.1 Copy of Registrant's press release, dated June 30, 2003, publicly
commenting on its earnings expectations for Second Quarter 2003.
99.2 Copy of Registrant's press release, dated June 30, 2003, publicly
announcing its proposed private offering of convertible
debentures.
Item 9. Results of Operations and Financial Condition
The registrant has furnished this report to disclose for Regulation FD
purposes its public release of:
1. Comments on its earnings expectations for the quarter ending June 30,
2003. A copy of the press release, dated June 30, 2003, is included as exhibit
99.1 to this report.
2. Announcement of its proposed private offering of convertible debentures.
A copy of the press release, dated June 30, 2003, is included as exhibit 99.2 to
this Report.
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: June 30, 2003
PROASSURANCE CORPORATION
By: /s/__Howard H. Friedman______
Howard H. Friedman
Chief Financial Officer
Exhibit 99.1
ProAssurance Comments on Earnings Expectations for the Second Quarter of 2003
BIRMINGHAM, Ala.--(BUSINESS WIRE)--June 30, 2003--ProAssurance
Corporation (NYSE: PRA) said today that it expects Operating Income
per Share for the three months ending June 30, 2003 will be between
$0.22 and $0.27. ProAssurance will announce its results for the second
quarter and first six months of 2003 after the close of the market on
August 11th.
Operating income is a "Non-GAAP Financial Measure" that
ProAssurance defines as net income excluding the after tax effects of
guaranty fund assessments, capital gains and losses, and the results
of accounting changes. Guaranty fund assessments and accounting
changes are outside the Company's control, and the timing of realized
investment gains and losses is largely discretionary. Because these
excluded items can distort the comparability of results to prior
periods and to budgets for the same periods, the Company uses
operating income as a consistent method of measuring performance. The
Company believes that the disclosure of operating income is useful
information for investors for the same reasons and has consistently
reported operating income in its quarterly and annual public reports
of financial information.
The Company is not yet able to reconcile expected operating income
to expected net income for the three months ending June 30, 2003. That
reconciliation would require the Company to determine its investment
gains and losses for the current period far earlier than normal in the
regular quarterly review and reconciliation process. Making that
calculation at this time would require unreasonable effort and
expense, and could lead to errors because of incomplete information.
However, because these numbers are excluded from operating income, the
Company believes it can comment on expected operating earnings. For
reference, the following table reflects the reconciliation of our net
income to operating income for the year ended December 31, 2002, and
for the three months ended March 31, 2003:
Reconciliation of Net Income to Operating Income
(in thousands)
Year Three Months
Ended Ended
December 31, March 31,
2002 2003
------------ ------------
Net Income $12,207 $6,349
Adjustments, net of tax effects
Add:
Net Realized Investment Losses 3,449 -
Guaranty Fund Assessments 1,449 153
Subtract:
Net Realized Investment Gains - 654
Cumulative effect of Accounting Change 1,694 -
Operating Income $15,411 $5,848
About ProAssurance
ProAssurance Corporation is a specialty insurer with more than
$2.5 billion in assets and more than $630 million in gross written
premiums. The Company was formed by the combination of Medical
Assurance, Inc. and Professionals Group, Inc. in June 2001. As the
nation's fourth largest writer of medical professional liability
insurance, ProAssurance's subsidiaries, The Medical Assurance Company,
Inc., Medical Assurance of West Virginia, Inc., ProNational Insurance
Company and Red Mountain Casualty Insurance Company, Inc., are
recognized leaders in developing solutions which serve the needs of
the evolving health care industry. ProAssurance is the tenth largest
writer of personal auto coverage in Michigan through its subsidiary,
MEEMIC Insurance Company. A. M. Best assigns a rating of "Excellent"
to ProAssurance and its subsidiaries; Standard & Poor's assigns the
Company's professional liability carriers a "Strong" rating.
Caution Regarding Forward Looking Statements
This news release contains historical information as well as
forward-looking statements that are based upon ProAssurance's
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," "intend," "may," "preliminary," "project,"
"should," "will," and similar expressions are intended to identify
these forward-looking statements. There are numerous important factors
that could cause actual results to differ materially from those in the
forward-looking statements. Thus, sentences and phrases that convey
the Company's view of future events and trends in the medical
professional liability insurance marketplace are expressly designated
as Forward Looking Statements. 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 filed by
ProAssurance Corporation with the Securities and Exchange Commission,
including Form 10K for the year ended December 31, 2002 and Form 10Q
for the most recent quarter. In view of the many uncertainties
inherent in the forward-looking statements made in this document, the
inclusion of such information should not be taken as representation by
the Company or any other person that ProAssurance's objectives or
plans will be realized. ProAssurance expressly disclaims any
obligation to update or alter its forward looking statements whether
as a result of new information, future events or otherwise, except as
required by law.
CONTACT: ProAssurance Corporation, Birmingham
Frank B. O'Neil, 800/282-6242 or 205/877-4461
foneil@ProAssurance.com
Exhibit 99.2
ProAssurance Announces Proposed Private Offering
of Convertible Senior Debentures
BIRMINGHAM, Ala.--(BUSINESS WIRE)--June 30, 2003--ProAssurance
Corporation (NYSE: PRA) today announced that it will commence an offer
to sell $90 million of convertible senior debentures through a private
offering. This amount does not include an option granted to the
initial purchasers to acquire additional debentures.
The offering will be made only to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933.
ProAssurance intends to use the net proceeds of the offering to repay
outstanding indebtedness under its existing term bank financing and
for general corporate purposes. The debentures, which will be
convertible into shares of ProAssurance's common stock, will be due in
2023. Holders of the debentures can require ProAssurance to repurchase
the debentures on certain dates and upon the occurrence of specified
events.
The securities to be offered have not been registered under the
Securities Act of 1933 or any state securities laws and unless so
registered may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and applicable
state securities laws. This press release does not constitute an offer
to sell or the solicitation of an offer to buy any of these
securities.
About ProAssurance
ProAssurance Corporation is a specialty insurer with more than
$2.5 billion in assets and more than $630 million in gross written
premiums. The Company was formed by the combination of Medical
Assurance, Inc. and Professionals Group, Inc. in June 2001. As the
nation's fourth largest writer of medical professional liability
insurance, ProAssurance's subsidiaries, The Medical Assurance Company,
Inc., Medical Assurance of West Virginia, Inc., ProNational Insurance
Company and Red Mountain Casualty Insurance Company, Inc. are
recognized leaders in developing solutions which serve the needs of
the evolving health care industry. ProAssurance is the tenth largest
writer of personal auto coverage in Michigan through its subsidiary,
MEEMIC Insurance Company. A. M. Best assigns a rating of "Excellent"
to ProAssurance and its subsidiaries; Standard & Poor's assigns the
Company's professional liability carriers a "Strong" rating.
Caution Regarding Forward Looking Statements
This news release contains historical information as well as
forward-looking statements that are based upon ProAssurance's
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," "intend," "may," "preliminary," "project,"
"should," "will," and similar expressions are intended to identify
these forward-looking statements. There are numerous important factors
that could cause actual results to differ materially from those in the
forward-looking statements. Thus, sentences and phrases that convey
the Company's view of future events and trends in the medical
professional liability insurance marketplace are expressly designated
as Forward Looking Statements. 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 filed by
ProAssurance Corporation with the Securities and Exchange Commission,
including Form 10K for the year ended December 31, 2002 and Form 10Q
for the most recent quarter. In view of the many uncertainties
inherent in the forward-looking statements made in this document, the
inclusion of such information should not be taken as representation by
the Company or any other person that ProAssurance's objectives or
plans will be realized. ProAssurance expressly disclaims any
obligation to update or alter its forward looking statements whether
as a result of new information, future events or otherwise, except as
required by law.
CONTACT: ProAssurance Corporation
Frank B. O'Neil, 800/282-6242 or 205/877-4461
foneil@ProAssurance.com