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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PROFESSIONALS INSURANCE COMPANY MANAGEMENT GROUP
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3273911
(State of incorporation or organization) (I.R.S. employer
identification no.)
4295 Okemos Road, Okemos, Michigan 48864
(Address of principal executive offices) (zip code)
If this Form relates to the registration If this form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to securities and is to become effective
General Instruction A(c)(1) please simultaneously with the effectiveness
check the following box. [ ] of a concurrent registration
statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None. None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The descriptions set forth under the captions "Description of Holding
Company Capital Stock" and "Comparison of Shareholder Rights" included in the
final Prospectus as filed pursuant to Rule 424(b)(3) under the Securities Act
of 1933, as amended, in connection with the Registration Statement on Form S-4
(registration no. 333-3138) of Professionals Insurance Company Management Group
are incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as part of this registration
statement on Form 8-A:
(3)(a)/(4)(a) First Amended and Restated Articles of Incorporation of
the registrant and all amendments thereto (incorporated
by reference to Exhibit (3)(a)/(4)(a) of the initial
filing of the registrant's Registration Statement on
Form S-4 as filed with the Securities and Exchange
Commission on April 3, 1996 (registration no.
333-3138)).
(3)(b)/(4)(b) By-laws of the registrant (incorporated by reference to
Exhibit (3)(b)/(4)(b) of the initial filing of the
registrant's Registration Statement on Form S-4 as filed
with the Securities and Exchange Commission on April 3,
1996 (registration no. 333-3138)).
(4)(c) Specimen certificate for the registrant's common stock
(incorporated by reference to Exhibit (4)(c) of the
initial filing of the registrant's Registration
Statement on Form S-4 as filed with the Securities and
Exchange Commission on April 3, 1996 (registration no.
333-3138)).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PROFESSIONALS INSURANCE COMPANY
MANAGEMENT GROUP
(Registrant)
Date: August 20, 1996 By /s/ Victor T. Adamo
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Name: Victor T. Adamo
Title: President and
Chief Executive Officer
