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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material under Rule 14a-12.
Professionals Group, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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ALABAMA DEPARTMENT OF INSURANCE SETS PUBLIC HEARING FOR MEDICAL ASSURANCE AND
PROFESSIONALS GROUP CONSOLIDATION
BIRMINGHAM, AL AND OKEMOS, MI - NOVEMBER 21, 2000 - Medical Assurance, Inc.
(NYSE: MAI) and Professionals Group, Inc. (NASDAQ: PICM) today jointly announced
that the Alabama Department of Insurance has set a public hearing to consider
the Agreement to Consolidate dated June 22, 2000, by and between Medical
Assurance and Professionals Group. The public hearing will be held at the
Alabama Department of Insurance's office, RSA Tower, Suite 1700, 201 Monroe
Street, Montgomery, Alabama, on December 12, 2000 at 10:00 a.m., Central
Time. As previously disclosed in a joint press release dated June 23,
2000, Medical Assurance and Professionals Group have agreed to consolidate under
a newly formed insurance holding company named ProAssurance Corporation.
ProAssurance filed a Form A with the Alabama Department of Insurance on
November 13, 2000. ProAssurance also filed a Form A with the Michigan
Commissioner of Insurance on November 20, 2000. The Form A substantially
incorporates by reference the Form S-4 Registration Statement (Registration No.
333-49378) filed by ProAssurance with the United States Securities and Exchange
Commission on November 6, 2000.
Investors and shareholders of Medical Assurance and Professionals Group
are urged to read the Registration Statement because it contains important
information regarding the consolidation and their legal rights. Investors and
shareholders can obtain a free copy of the Registration Statement as well as
other documents filed by Medical Assurance and Professionals Group with the
Securities and Exchange Commission at the Securities and Exchange Commission's
website at http://www.sec.gov. These documents are also available without charge
upon request to either:
Medical Assurance, Inc. Professionals Group, Inc.
100 Brookwood Place 2600 Professionals Drive
Birmingham, Alabama 35209 Okemos, Michigan 48864
Attention: Frank B. O'Neil Attention: Lori A. Beachnau
205-877-4460 or 800-282-6242 800-292-1036 (ext. 6300)
Medical Assurance and Professionals Group, and their respective directors and
officers, may be deemed to be participants in the solicitation of proxies from
the shareholders of Medical Assurance and Professionals Group, respectively, in
connection with the consolidation. Information about the directors and officers
of Medical Assurance and their ownership of Medical Assurance common stock is
set forth in the proxy statement for Medical Assurance's 2000 annual meeting of
shareholders. Information about the directors and officers of Professionals
Group and their ownership of Professionals Group common stock is set forth in
the proxy statement for Professionals Group's 2000 annual meeting of
shareholders. You can obtain a free copy of these documents at the Securities
and Exchange Commission's website at http://www.sec.gov or by contacting Medical
Assurance or Professionals Group at the addresses set forth above.
ABOUT MEDICAL ASSURANCE, INC.
Medical Assurance's financial strength is recognized by Standard and Poor's,
which rates Medical Assurance's Claims Paying Ability as A+, and by A. M. Best,
which awards Medical
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Assurance a rating of A (Excellent), the highest rating given to insurance
groups specializing in health care liability. Medical Assurance is a leader in
providing excellent customer service and innovative, cost-effective malpractice
protection to physicians, hospitals, dentists, and health care organizations.
Medical Assurance serves more than 22,000 insureds from a national headquarters
in Birmingham, Alabama and regional offices in Indianapolis, Indiana;
Charleston, West Virginia; and Springfield and St. Louis, Missouri; as well as
satellite offices throughout the Southeast and Midwest. Medical Assurance is
expanding its insurance operations in response to the ever-changing needs of
health care professionals and facilities, and continues to investigate the
feasibility of growth through acquisitions or other business combinations.
ABOUT PROFESSIONALS GROUP, INC.
Professionals Group provides medical professional liability insurance and
related services through its wholly owned subsidiary, ProNational Insurance
Company. ProNational is among the top twenty writers of medical malpractice
insurance in the United States with approximately 15,000 policyholders,
including physicians, dentists, hospitals, and other health care providers and
institutions in eight states including Michigan, Illinois, Indiana, Ohio, and
Florida. ProNational is rated A- (Excellent) by A. M. Best and A- by Standard
and Poor's.
Professionals Group owns 84% of MEEMIC Holdings, Inc. (NASDAQ: MEMH) which
provides personal auto, homeowners, boat and umbrella coverages to approximately
120,000 educational employees and other Michigan based policyholders through
MEEMIC Insurance Company. MEEMIC is rated A- (Excellent) by A.M. Best.
This news release contains historical information as well as forward-looking
statements that are based upon estimates and anticipation of future events by
Medical Assurance, Inc. and/or Professionals Group, Inc. 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 expectations of either or both companies regarding the timing,
closing, and effects of the consolidation may be beyond either company's control
and are thus difficult or impossible to predict. In view of the many
uncertainties inherent in the forward-looking statements made in this document,
the inclusion of such information should not be taken as representation by
either or both companies or any other person, that the objectives or plans of
Medical Assurance, Inc. and/or Professionals Group, Inc. will be realized.
