PRA » Topics » Item 7.01 Regulation FD Disclosure

This excerpt taken from the PRA 8-K filed Oct 16, 2008.

Item 7.01     Regulation FD Disclosure

On October 15, 2008 we issued a news release reporting ProAssurance’s acquisition of the Georgia Lawyers Insurance Company for $4.3 million in cash, and the expansion of our legal professional liability bsuiness in the far west and Mid-Atlantic states. A copy of that news release, containing important risk factors, is furnished as Exhibit 99.1 to this filing.


Item 9.01     Financial Statements and Exhibits

  99.1 News release reporting ProAssurance’s acquisition of the Georgia Lawyers
Insurance Company for $4.3 million in cash, and the expansion of our legal

professional liability business.

The information we are furnishing under Items 7.01 and 9.01 of this Current Report on Form 8K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) as amended, or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, 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:

October 16, 2008

 

 

PROASSURANCE CORPORATION

 
 
 
 

 

By: /s/ Frank B. O’Neil

 

Frank B. O’Neil

 

Senior Vice President

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This excerpt taken from the PRA 8-K filed Sep 17, 2008.

Item 7.01     Regulation FD Disclosure.

On September 17, 2008 we issued a news release disclosing our holdings in five financial institutions (Lehman Brothers. Federal Home Loan Mortgage Corp., Federal National Mortgage Association, AIG and subsidiaries and Washington Mutual) that have been in the news recently. We also disclosed that we will post our entire portfolio holdings, as of June 30, 2008 and August 31, 2008, on our website, www.ProAssurance.com. We intend to provide this detailed portfolio information on our website on a quarterly basis going forward.

This excerpt taken from the PRA 8-K filed Aug 6, 2008.

Item 7.01     REGULATION FD DISCLOSURE

On August 5, 2008 we issued a news release announcing the authorization of $100 million to repurchase our shares or retire outstanding debt. That release also disclosed that we have expended a prior $150 million authorization to repurchase our shares or debt securities. A copy of that news release, containing important risk factors, is furnished as Exhibit 99.1 to this filing.

On August 6, 2008 we issued a news release reporting the results of our operations for the quarter and six months ended June 30, 2008. A copy of that news release, also containing important risk factors, is furnished as Exhibit 99.2 to this filing.

This excerpt taken from the PRA 8-K filed Jun 9, 2005.

Item 7.01 Regulation FD Disclosure

We are furnishing presentation materials, included as Exhibit 99.1 to this report and incorporated herein by reference, which we are using for a presentation to an investor conference on June 9, 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 filing 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 filing 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 our most recent Form 10K for the year ended December 31st 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:

Relating to the ongoing operations of the combined companies:

General economic conditions, either nationally or in our market area, that are worse than expected;

regulatory and legislative actions or decisions that adversely affect our business plans or operations;

price competition;

inflation and changes in the interest rate environment the performance of financial markets and/or changes in the securities markets that adversely affect the fair value of our investments or operations;

changes in laws or government regulations affecting medical professional liability insurance and practice management and financial services;

changes to our ratings assigned by A.M. Best;

the effect of managed healthcare;

uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance; and changes in the availability, cost, quality, or collectibility of reinsurance;

significantly increased competition among insurance providers and related pricing weaknesses in some markets.

2



changes in accounting policies and practices, as may be adopted by our regulatory agencies and the Financial Accounting Standards Board; and

changes in our organization, compensation and benefit plans.

Relating to the proposed transaction with NCRIC:

The business of ProAssurance and NCRIC may not be combined successfully, or such combination may take longer to accomplish than expected;

the cost savings from the merger may not be fully realized or may take longer to realize than expected;

operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected;

governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger;

restrictions on our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations; and

the stockholders of NCRIC may fail to approve the merger.

We wish to caution readers 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 future 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.

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This excerpt taken from the PRA 8-K filed Mar 8, 2005.

Item 7.01   Regulation FD Disclosure

We are furnishing presentation materials, included as Exhibit 99.1 to this report and incorporated herein by reference, which we are using for a presentation to an analysts’ conference on March 8, 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 filing 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 filing 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 our most recent Form 10K for the year ended December 31st 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:

Relating to the ongoing operations of the combined companies:

 
General economic conditions, either nationally or in our market area, that are worse than expected;
 
regulatory and legislative actions or decisions that adversely affect our business plans or operations;
 
price competition;
 
inflation and changes in the interest rate environment the performance of financial markets and/or changes in the securities markets that adversely affect the fair value of our investments or operations;
 
changes in laws or government regulations affecting medical professional liability insurance and practice management and financial services;
 
changes to our ratings assigned by A.M. Best;
 
the effect of managed healthcare;
 
uncertainties inherent in the estimate of loss and loss adjustment expense reserves and reinsurance; and changes in the availability, cost, quality, or collectibility of reinsurance;
 
significantly increased competition among insurance providers and related pricing weaknesses in some markets.

2



changes in accounting policies and practices, as may be adopted by our regulatory agencies and the Financial Accounting Standards Board; and
 
changes in our organization, compensation and benefit plans.
 

Relating to the proposed transaction with NCRIC:

 
The business of ProAssurance and NCRIC may not be combined successfully, or such combination may take longer to accomplish than expected;
 
the cost savings from the merger may not be fully realized or may take longer to realize than expected;
 
operating costs, customer loss and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected;
 
governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger;
 
restrictions on our ability to achieve continued growth through expansion into other states or through acquisitions or business combinations; and
 
the stockholders of NCRIC may fail to approve the merger.
 

We wish to caution readers 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 future 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.


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