Pro-Assurance 8-K 2008
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 Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As previously disclosed in registrant's Current Report on Form 8-K filed on June 2, 2008, registrant called for redemption on July 7, 2008, its 3.90% Convertible Senior Debentures due 2023 in aggregate principal amount of $107,600,000 (the "Debentures"). The holders of all of the Debentures elected to convert the Debentures into a total of 2,572,029 shares of registrant's common stock in accordance with the terms of the Debentures. The conversion rate under the Debentures was 23.9037 shares per $1,000 principal amount of the Debentures. The shares of common stock were issued without registration in reliance of the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, if and to the extent the issuance of the shares on conversion of the Debentures is deemed to constitute a sale under Section 2(3) of the act.
ITEM 7.01 REGULATION FD DISCLOSURE
On July 9, 2008 we issued a press release reporting ProAssurance’s inclusion in the Ward’s 50, a list of top performing property casualty insurance companies.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press release reporting ProAssurance’s inclusion in the Ward’s 50.
The information we are furnishing under
Items 7.01 and 9.01 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”) 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.
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.