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): November 5, 2007
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 2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION
On November 6, 2007 we filed a press release reporting the results of our
operations for the quarter and nine months ended September 30, 2007.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On April 26, 2007, ProAssurance Corporation announced that its Chairman and
Chief Executive Officer, A. Derrill Crowe, M.D., had informed the Board of
Directors of his intention to retire as Chief Executive Officer effective July
1, 2007, while remaining as Non-Executive Chairman of the Board. In a Current
Report on Form 8K filed on April 26, 2007 we provided the basic terms of Dr.
Crowe's employment agreement and we have been operating under those terms
pending the execution of a final employment agreement.
Dr. Crowe's final employment agreement, which was approved by our
Compensation Committee, was executed on November 5, 2007. We are filing the
employment agreement as executed by ProAssurance and Dr. Crowe in this Current
Report on Form 8K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press release reporting results of our operations for the quarter
ended June 30, 2007, issued on November 6, 2007.
99.2 Employment Agreement between ProAssurance Corporation and A. Derrill
Crowe, M.D.
The information we are furnishing under Item 2.02 and Exhibit 99.1 under Item
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.
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: November 6, 2007
PROASSURANCE CORPORATION
By: /s/ Frank B. O'Neil
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Frank B. O'Neil
Senior Vice President
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