Proposed Acquisition of Control of Physicians Insurance Co of WI by ProAssurance

​Last Updated: May 18, 2006​​

Information on the Proposed Acquisition of Control of Physicians Insurance Company of Wisconsin, Inc., by ProAssurance Corporation

On December 21, 2005, ProAssurance Corporation filed a plan to acquire all the outstanding shares of common stock in Physicians Insurance Company of Wisconsin, Inc. (PIC Wisconsin). The definitive agreement calls for each share of PIC Wisconsin stock to be converted into shares of ProAssurance stock having a value of $5,000. The exchange ratio is based on the average closing price of a share of ProAssurance stock on the ten trading days preceding the effective date of the merger.

The plan of acquisition filed by ProAssurance Corporation, along with all pertinent correspondence and statutorily required information, will be placed in this section of OCI's Web site.

As required by law, OCI will hold a public hearing concerning this application for acquisition of control. The time of the hearing has not yet been scheduled. Review of the application is continuing.

Notations on Accessing Information

Forms and other documents filed by ProAssurance Corporation with the U.S. Securities and Exchange Commission (hereinafter also, SEC) may be accessed on that federal agency's Web site at http://www.sec.gov.

Financial information concerning individual insurance companies, including key annual statement pages, may be accessed on the Consumers Information Source section of the National Association of Insurance Commissioners' Web site at http://www.naic.org/cis/.

Application Material Filed on December 21, 2005

• Transmittal letter to Commissioner Jorge Gomez from Jon C. Nordenberg, Boardman Suhr Curry & Field LLP, dated December 21, 2005
• Form A - Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer, dated December 21, 2005
• Exhibit A - Agreement and Plan of Merger
• Exhibit B - Organizational Chart
• Exhibit C - Biographical Affidavits Officers and Directors - ProAssurance Corporation
• Exhibit D - Proposed Plan of Operation
  • Appendix A - ProAssurance Investment Guidelines
  • Appendix B - Consulting, Confidentiality and Non-Competition Agreement
  • Appendix C - ProAssurance Expense Allocation Agreement
  • Appendix D - ProAssurance Management Services Agreement
  • Appendix E - ProAssurance Tax Allocation Agreement
• Exhibit E - ProAssurance Corporation 10K for the year ended 12/31/04 and Annual Report to Shareholders
• Exhibit F - ProAssurance Corporation 10K for the year ended 12/31/03 and Annual Report to Shareholders
• Exhibit G - ProAssurance Corporation 10K for the year ended 12/31/02 and Annual Report to Shareholders
• Exhibit H - ProAssurance Corporation 10K for the year ended 12/31/01 and Annual Report to Shareholders
• Exhibit I - ProAssurance Corporation 10Q for quarter ended 9/30/05
• Exhibit J - ProAssurance Corporation Proxy Statement dated 4/18/05
• Exhibit K - Combined Annual Statement of ProAssurance for the year ended 12/31/04
• Exhibit L - ProAssurance S-4 Registration Statement filed with the SEC will be forwarded as soon as it is available and will be marked as Exhibit L
• Exhibit M - ProAssurance Form E, Consent to Jurisdiction Statement

Request for Admission as a Party by Physicians Insurance Company of Wisconsin, Inc.

• Transmittal Letter to Commissioner Jorge Gomez from William J. Toman, Quarles & Brady LLP, dated January 10, 2006
• Motion for Request for Admission as a Party
• Affidavit of William T. Montei, President and Chief Executive Officer of Physicians Insurance Company of Wisconsin, Inc.

Amendment to Form A

• Letter to Commissioner Jorge Gomez from Jon. C. Nordenberg, Boardman Suhr Curry & Field LLP, dated January 11, 2006
• Form A - Amendment No. 1
• Exhibit B1 - Organizational Chart​

Request for Admission as a Party by Dr. David H. Moss

• Transmittal Letter to Fred Nepple, OCI's General Counsel, from Dr. David H. Moss, dated January 12, 2006

Amendment to Form A

• Letter to Commissioner Jorge Gomez from Jon C. Nordenberg, Boardman Suhr Curry & Field LLP, dated February 17, 2006
• Form A - Amendment No. 2
• Exhibit L - ProAssurance S-4 Registration Statement filed with the SEC

Letter from OCI dated February 28, 2006

• Letter to Victor T. Adamo, President, ProAssurance Corporation from Tim Vande Hey, OCI, dated February 28, 2006

Response dated March 7, 2006

• Cover letter to Tim Vande Hey, OCI, from Jon C. Nordenberg, Boardman Suhr Curry & Field LLP, dated March 7, 2006
• Response letter to Tim Vande Hey, OCI, from Victor T. Adamo, President, ProAssurance Corporation, dated March 6, 2006
  • Exhibit A - Page 22 from the Agreement and Plan of Merger
  • Exhibit B - Wisconsin Strategic Plan Excerpts
  • Exhibit C - Subsidiary Listing
  • Exhibit D - Form B (Medical Assurance)
  • Exhibit E - Form B (ProNational)
  • Exhibit F - Selected pages S-4 Registration Statement
  • Exhibit G - Alabama and Michigan Notification Letters
  • Exhibit H - Michigan Exemption Request

Response dated March 16, 2006

• Response letter to Tim Vande Hey, OCI, from Victor T. Adamo, President, ProAssurance Corporation, dated March 16, 2006

Letter from OCI dated March 29, 2006

• Letter to Victor T. Adamo, President, ProAssurance Corporation from Tim Vande Hey, OCI, dated March 29, 2006

Response dated April 3, 2006

• Response letter to Tim Vande Hey, OCI, from Victor T. Adamo, President, ProAssurance Corporation, dated April 3, 2006 (includes attached letters from counsel)

OCI Pre-Hearing Notice

• Notice of Pre-Hearing Conference and Scheduling Order, dated April 7, 2006

Application Update dated April 11, 2006

• Cover letter to Tim Vande Hey, OCI, from Jon C. Nordenberg, Boardman Suhr Curry & Field LLP, dated April 11, 2006
• Form 10-K of ProAssurance Corporation for the fiscal year ended December 31, 2005
• Draft Organizational Charts for ProAssurance Corporation and its subsidiaries - post merger

Opposition to the Request for Admission

• Letter to Fred Nepple, OCI's General Counsel, from Jon C. Nordenberg, Boardman Suhr Curry & Field LLP, dated April 11, 2006
• Brief in Opposition to Request for Admission - Dr. David H. Moss

Withdrawal of Request for Admission as a Party by Dr. David H. Moss

• Letter to Fred Nepple, OCI's General Counsel, from Dr David H. Moss, dated April 20, 2006

Support for Admission as a Party by Physicians Insurance Company of Wisconsin, Inc.

• Transmittal Letter to Commissioner Jorge Gomez from William J. Toman, Quarles & Brady LLP, dated April 21, 2006
• Brief in support of request for admission

Correspondence received from Physicians Insurance Company of Wisconsin, Inc.

• Letter to Commissioner Jorge Gomez from William J. Toman, Quarles & Brady LLP, dated April 24, 2006
• Waiver of Minimum Hearing Notice

ProAssurance Corporation's support of Physicians Insurance Company of Wisconsin, Inc.'s request for admission

• Cover Letter to Commissioner Jorge Gomez from Jon C. Nordenberg, Boardman Suhr Curry & Field LLP, dated April 25, 2006
• Letter to Commissioner Jorge Gomez from Victor T. Adamo, President, ProAssurance Corporation, in support of Physicians Insurance Company of Wisconsin, Inc.'s request for admission

OCI Notice of Hearing

• Letter to Victor T. Adamo, President, ProAssurance Corporation from Tim Vande Hey, OCI, dated May 1, 2006
• Notice of Hearing
• Scheduling Order and Standing

Acknowledgement of Receipt by received from Physicians Insurance Company of Wisconsin, Inc.

• Cover letter to Tim Vande Hey, OCI, from William J. Toman, Quarles & Brady LLP, dated May 4, 2006
• Acknowledgement of Receipt

OCI Recommendation

• Recommendation Memorandum by Tim Vande Hey, OCI, dated May 12, 2006

Consent of Jurisdiction

• Form E - Consent to Jurisdiction (Physicians Merger Company) dated May 12, 2006

Written Testimony

• Written Testimony Presented at the Hearing- ProAssurance Corporation and Physicians Insurance Company of Wisconsin, Inc.

Final Decision

• ​Final Decision dated May 17, 2006