<PAGE> 1
EXHIBIT 99.3
THIS FORM IS NOT A PROXY. PLEASE DO NOT SEND THIS FORM IN WITH YOUR
PROXY CARD. INSTEAD, PLEASE RETURN THE COMPLETED FORM TO THE EXCHANGE AGENT IN
THE ENCLOSED ENVELOPE.
PROFESSIONALS GROUP, INC.
2600 PROFESSIONALS DRIVE
OKEMOS, MICHIGAN 48864
---------------------------------------------
ELECTION FORM / LETTER OF TRANSMITTAL
---------------------------------------------
Dear Professionals Group Shareholder:
We are sending you this election form/letter of transmittal in
connection with the Agreement to Consolidate dated as of June 22, 2000, by and
between Medical Assurance, Inc. ("Medical Assurance") and Professionals Group,
Inc. ("Professionals Group").
As more fully described in the accompanying Joint Proxy
Statement/Prospectus, if the proposed consolidation of Medical Assurance and
Professionals Group receives shareholder approval and is completed, then Medical
Assurance and Professionals Group will become wholly-owned subsidiaries of a
newly formed holding company named ProAssurance Corporation (the "holding
company"). You should carefully read the accompanying Joint Proxy
Statement/Prospectus.
You currently hold shares of Professionals Group common stock. Upon
completion of the consolidation, and subject to the adjustments and limitations
described in the Joint Proxy Statement/Prospectus, each share of Professionals
Group common stock you own will be converted into the right to receive YOUR
CHOICE OF EITHER $26.00 in cash OR $12.00 in cash and shares of holding company
common stock initially worth $14.00.
Because we cannot predict the market price of shares of holding company
common stock prior to or following the completion of consolidation, to determine
the number of shares of holding company common stock that has an initial value
of $14.00, we will divide $14.00 by the average sales price of Medical Assurance
common stock during a 20 trading day period preceding the completion of the
consolidation. On _____________, 2000 the last reported sales price of Medical
Assurance common stock was $_____. At that price, $14.00 worth of holding
company common stock would equal _______ shares.
You should make your election on this election form/letter of
transmittal, but even if you do so, you may not receive what you elect because
the total amount of cash that can be paid to Professionals Group shareholders as
a group may not exceed 90% of the total consideration payable with respect to
all outstanding shares of Professionals Group common stock. If the cash
consideration elected by Professionals Group shareholders is more than the
amount of cash
<PAGE> 2
available for payment, then some "all cash" elections will be converted to "cash
and stock" elections, and the shares of Professionals Group common stock subject
to such converted elections will be exchanged for a combination of cash and
shares of holding company common stock as if the holder had made a "cash and
stock" election. The "all cash" elections subject to such conversion will be
selected by the exchange agent in the order last received by the exchange agent.
No fractional shares of holding company common stock will be issued in
the consolidation. Each Professionals Group shareholder who would otherwise be
entitled to receive a fractional share of holding company common stock will
receive cash. The amount of cash paid to Professionals Group shareholders in
lieu of fractional shares will be equal in amount to the product of the fraction
of a share of holding company common stock that would be otherwise issued
multiplied by the average sales price of Medical Assurance common stock during a
specified 20 trading day period preceding the completion of the consolidation.
You should note the tax consequences of the consolidation depend on what
you receive in the consolidation. Accordingly, you should consult with your tax
advisor before making your election. For further information, see "Material
Federal Income Tax Consequences" in the Joint Proxy Statement/Prospectus.
Each Professionals Group shareholder should complete this election
form/letter of transmittal and return it along with the stock certificates, a
book entry transfer of shares, or a guarantee of delivery for the shares covered
by this election form/letter of transmittal to:
By Mail:
Professionals Group, Inc.
c/o [Exchange Agent]
[Exchange Agent address]
Facsimile Transmission (for eligible institutions only): (___) ____-______
Confirm by Telephone: (___) ____-______ (ext. _____)
A completed election form/letter of transmittal must be RECEIVED by the
exchange agent no later than 5:00 p.m., New York City time, on the date that the
consolidation takes place (the "Election Date"), which is currently expected to
be January ___, 2000. However, if your Professionals Group stock certificates
are not deliverable to the exchange agent prior to Election Date, a guarantee of
delivery may be completed by an eligible institution and your election will be
valid if the stock certificates, together with a copy of the completed election
form/letter of transmittal, are received by the exchange agent by the third
trading day after the Election Date. IF THE EXCHANGE AGENT DOES NOT TIMELY
RECEIVE A PROPERLY COMPLETED AND SIGNED ELECTION FORM/LETTER OF TRANSMITTAL
ALONG WITH THE APPLICABLE STOCK CERTIFICATES, A BOOK ENTRY TRANSFER OF SHARES,
OR A GUARANTEE OF DELIVERY FOR THE SHARES OF PROFESSIONALS GROUP COMMON STOCK
COVERED BY THIS ELECTION FORM/LETTER OF TRANSMITTAL BY THE ELECTION DATE, THEN
THAT SHAREHOLDER WILL RECEIVE, FOR EACH SHARE OF PROFESSIONALS GROUP COMMON
STOCK HELD, SUBJECT TO THE ADJUSTMENTS AND LIMITATIONS DESCRIBED IN THE JOINT
PROXY STATEMENT/PROSPECTUS, $12.00 IN CASH AND SHARES OF HOLDING COMPANY STOCK
INITIALLY WORTH $14.00.
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<PAGE> 3
If the consolidation is not completed for any reason, this election
form/letter of transmittal will be void and of no effect. Certificate(s) for
shares of Professionals Group common stock previously delivered to the exchange
agent will be promptly returned.
Please read carefully the accompanying general instructions, complete
the information as required and return this election form/letter of transmittal,
along with all of your Professionals Group stock certificates, book entry
transfer of shares, or guarantee of delivery of shares in the enclosed envelope
to the exchange agent no later than 5:00 p.m., New York City time, on the
Election Date at the address listed above.
Delivery of this election form/letter of transmittal to an address other
than as set forth above will not constitute a valid delivery. You must sign this
election form/letter of transmittal where requested.
COMPLETING AND RETURNING THIS ELECTION FORM/LETTER OF TRANSMITTAL DOES
NOT HAVE THE EFFECT OF CASTING A VOTE WITH RESPECT TO THE CONSOLIDATION. IF YOU
HAVE ANY QUESTIONS CONCERNING THE VOTING OF YOUR SHARES OF PROFESSIONALS GROUP
COMMON STOCK, PLEASE CALL _________________________ TOLL-FREE AT (_____)
_____-_______.
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<PAGE> 4
INSTRUCTIONS FOR STEP 1
ELECTION FORM
SHARE IDENTIFICATION. You must identify the shares of Professionals
Group common stock that you own. In the spaces provided under the column
entitled "Name(s) and Address(es) of Registered Holder(s)," print the name(s)
and address(es) of the registered holder(s). In the spaces provided under the
column entitled "Certificate Number," insert the stock certificate number for
each stock certificate you hold. If you do not hold stock certificate(s), please
indicate such in the "Certificate Number" column. In the spaces provided under
the column entitled "Number of Shares Represented By," insert the number of
shares represented by the corresponding stock certificate(s) or held in
book-entry form. At the bottom of the "Number of Shares Represented By" column,
please insert the total number of shares of Professionals Group common stock you
own.
ELECTION. Choose the consideration you would like to receive for each
share of Professionals Group common stock you own. You are not required to make
the same election for all of your shares of Professionals Group stock. You may
make a cash election with respect to some of your shares of Professionals Group
common stock and you may make a "combination election" with respect to the rest
of your shares of Professionals Group common stock. However, the sum of your
elections must be equal to the total number of shares of Professionals Group
common stock you hold in order for your election form/letter of transmittal to
be properly completed.
CASH ELECTION. You may choose to make a cash election with respect to
your shares of Professionals Group common stock and receive, subject to the
adjustments and limitations described in the Joint Proxy Statement/Prospectus,
$26.00 in cash for each share of Professionals Group common stock for which you
wish to receive only cash. To make a cash election, you should insert the total
number of shares of Professionals Group common stock you would like to exchange
for solely cash in the space provided under the column entitled "Number of
Shares: Cash Election."
COMBINATION ELECTION. You may choose to make a combination election with
respect to your shares of Professionals Group common stock and receive, subject
to the adjustments and limitations described in the Joint Proxy
Statement/Prospectus, a combination of $12.00 in cash and shares of holding
company common stock initially worth $14.00 for each share of Professionals
Group common stock for which you wish to receive cash and shares of holding
company common stock. To make a combination election, you should insert the
number of shares of Professionals Group common stock you would like to exchange
for cash and shares of holding company common stock in the space provided under
the column entitled "Number of Shares: Combination Election."
Because we cannot predict the market price of shares of holding company
common stock prior to or following the completion of consolidation, to determine
the number of shares of holding company common stock that has an initial value
of $14.00, we will divide $14.00 by the
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<PAGE> 5
average sales price of Medical Assurance common stock during a 20 trading day
period preceding the completion of the consolidation.
NON-ELECTION. In the event you fail to either make an election or
properly submit this election form/letter of transmittal to the exchange agent,
then you will be deemed to have made a combination election and you will receive
cash and shares of holding company common stock for your shares of Professionals
Group common stock pursuant to the provisions of the consolidation agreement.
Please review carefully "The Consolidation - Exchange Procedures" on
pages ________ of the accompanying Joint Proxy Statement/Prospectus for an
explanation of the conversion of the shares of Professionals Group common stock.
As explained in the Joint Proxy Statement/Prospectus because the total 14f cash
that can be paid to Professionals Group shareholders as a group may not exceed
90% of the total consideration payable with respect to all outstanding shares of
Professionals Group common stock. If the cash consideration elected by
Professionals Group shareholders is more than the amount of cash available for
payment, then some cash elections will be converted to combination elections,
and the shares of Professionals Group common stock subject to such converted
elections will be exchanged for a combination of cash and shares of holding
company common stock as if the holder had made a combination election. The cash
elections subject to such conversion will be selected by the exchange agent in
the order last received by the exchange agent.
ONCE YOU HAVE COMPLETED STEP 1, GO TO STEP 2.
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<PAGE> 6
STEP 1
IDENTIFY YOUR SHARES AND MAKE YOUR ELECTION
<TABLE>
<CAPTION>
Name(s)
and Number of
Addresses Shares Number of Number of
of Represented Shares: Shares:
Registered Certificate By Cash Combination
Holder(s) Number* Certificate Election Election
<S> <C> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
Total Shares:
* If you do not hold Professionals Group common stock certificates, please so
indicate and a book-entry transfer will be made for you.
YOUR ELECTION MAY BE CHANGED BY THE EXCHANGE AGENT UNDER LIMITED
CIRCUMSTANCES. Because the total amount of cash that can be paid to
Professionals Group shareholders as a group may not exceed 90% of the total
consideration payable with respect to all outstanding shares of Professionals
Group common stock, if the cash consideration elected by Professionals Group
shareholders is more than the amount of cash available for payment, then some
cash elections will be converted to combination elections, and the shares of
Professionals Group common stock subject to such converted elections will be
exchanged for a combination of cash and shares of holding company common stock
as if the holder had made a combination election. The cash elections subject to
such conversion will be selected by the exchange agent in the order last
received by the exchange agent.
Your election will be valid only if accompanied by your Professionals
Group stock certificate(s), a book entry transfer of shares to the exchange
agent (check the box below), or a guarantee of delivery (check the box below).
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<PAGE> 7
[ ] CHECK HERE IF YOUR SHARES OF PROFESSIONALS GROUP COMMON STOCK ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEE OF DELIVERY AND COMPLETE THE
FOLLOWING:
Name of Registered Holder(s):
-------------------------------------------------
Window Ticket Number (if any):
------------------------------------------------
[ ] CHECK HERE IF YOUR SHARES OF PROFESSIONALS GROUP COMMON STOCK ARE BEING
DELIVERED BY BOOK ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AND COMPLETE
THE FOLLOWING:
Name of Electing Institution:
-------------------------------------------------
The Depository Trust Company Account Number:
----------------------------------
Transaction Code Number:
------------------------------------------------------
GO TO STEP 2.
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<PAGE> 8
INSTRUCTIONS FOR STEP 2
LETTER OF TRANSMITTAL
Regardless of your election in Step 1, you must send all of your
Professionals Group common stock certificates, book entry transfer of shares or
guarantee of delivery of shares to the exchange agent with the following letter
of transmittal. See General Instruction 3. If you do not hold stock
certificates, please so indicate on the previous page and a book-entry transfer
will be made for you.
PLEASE READ AND SIGN THE LETTER OF TRANSMITTAL THAT BEGINS ON THE
FOLLOWING PAGE.
If you want the holding company common stock certificates being issued
to you pursuant to the consolidation to be registered, and/or you want the cash
being paid to you pursuant to the consolidation agreement to be payable, to
someone other than the person or entity listed on your Professionals Group stock
certificate, then you must complete and sign the "Special Payment Instructions -
Alternative Payee" box below. See General Instruction 8. for information about
your responsibility for transfer taxes if you complete the "Special Payment
Instructions - Alternative Payee" box.
If you want the holding company common stock certificates and/or the
cash being issued or paid to you pursuant to the consolidation to be registered
or payable to you, but sent to someone else, you must complete and sign the
"Special Delivery Instructions - Alternative Address" box below.
If you fill out either the "Special Payment Instructions - Alternative
Payee" box or the "Special Delivery Instructions - Alternative Address" box, you
must have your signature(s) medallion guaranteed by an eligible institution. See
General Instruction 5.
If your cash payment is at least $500,000 and you would like it to be
sent to you by wire transfer rather than by check, you must complete and sign
the "Wiring Instructions" box below. Please verify your wiring instructions
before completing the "Wiring Instructions" box. If you provide incorrect wiring
instructions, the exchange agent will have the right to send your money to you
by check.
The exchange agent will issue you a single check and/or a single book
entry representing holding company common stock. If you would prefer to receive
a stock certificate, please check the box in the "Receipt of Certificates"
section below. If you request a stock certificate, the exchange agent will issue
a single certificate representing the holding company common stock. However, if
for tax purposes or otherwise you wish to have more than one certificate issued,
please provide explicit instructions to the exchange agent (including the
particular denominations of the certificates).
IF YOU HAVE LOST ANY OR ALL OF THE STOCK CERTIFICATES REPRESENTING YOUR
SHARES OF PROFESSIONALS GROUP COMMON STOCK, IN ADDITION TO SIGNING THE LETTER OF
TRANSMITTAL AND
-8-
<PAGE> 9
SENDING IT TO THE EXCHANGE AGENT TOGETHER WITH ANY STOCK CERTIFICATES YOU DO
HAVE AS DESCRIBED ABOVE, YOU MUST COMPLETE STEP 3 WITH RESPECT TO ANY
CERTIFICATES YOU HAVE LOST.
IF YOU HAVE ALL OF THE STOCK CERTIFICATES REPRESENTING YOUR SHARES OF
PROFESSIONALS GROUP COMMON STOCK AND DO NOT HAVE SPECIAL PAYMENT OR DELIVERY
INSTRUCTIONS, SIGN THE LETTER OF TRANSMITTAL AND GO TO STEP 4. SEE GENERAL
INSTRUCTION 4 REGARDING THE PROPER FORM OF SIGNATURES.
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<PAGE> 10
STEP 2
LETTER OF TRANSMITTAL
[NAME OF EXCHANGE AGENT], Exchange Agent:
In connection with the consolidation, the undersigned hereby submits the
stock certificate(s) representing the undersigned's shares of Professionals
Group, Inc. common stock to, or hereby transfers ownership of such stock
certificate(s) by book-entry transfer to the account of, [INSERT NAME OF
EXCHANGE AGENT], the exchange agent designated by Professionals Group, Medical
Assurance and the holding company, or its replacement or successor, and
instructs the exchange agent to deliver to the undersigned, in exchange for the
undersigned's shares of Professionals Group common stock, cash and/or shares of
holding company common stock pursuant to the undersigned's election as set forth
on the election form enclosed with this letter of transmittal. The undersigned
understands that the undersigned's election may be adjusted by the exchange
agent pursuant to the terms of the consolidation agreement.
The undersigned represents, warrants and covenants that the undersigned:
(1) has full power and authority to surrender, sell, assign and transfer the
stock certificate(s) and shares of Professionals Group common stock surrendered
herewith, or transferred in book-entry form, or covered by a guarantee of
delivery, free and clear of all restrictions, liens, claims, and encumbrances;
(2) is as of the date hereof, and will be as of the completion of the
consolidation, the record owner of the stock certificate(s) and shares that are
the subject of this election form/letter of transmittal; (3) has full power and
authority to make the election indicated in this election form/letter of
transmittal; (4) understands that the election indicated in this election
form/letter of transmittal is subject to certain terms, conditions and
limitations that are set forth in the consolidation agreement; (5) will, upon
request, execute and deliver any additional documents reasonably deemed by the
exchange agent or holding company to be appropriate or necessary to complete the
sale, assignment, or transfer of such stock certificate(s) and shares; and (6)
hereby irrevocably appoints the exchange agent as agent of the undersigned to
effect the conversion of such stock certificate(s) and shares pursuant to the
terms of the consolidation agreement. All authority conferred or agreed to be
conferred in this election form/letter of transmittal shall be binding upon the
successors, assigns, heirs, executors, administrators, and legal representatives
of the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned.
The undersigned understands and agrees that the method of delivery of
the stock certificate(s) and shares that are the subject of this election
form/letter of transmittal and all other required documents is at the option and
risk of the undersigned and that the risk of loss of such certificate(s) and
shares shall pass only after the exchange agent has actually received such
certificate(s) and shares. The general instructions that are a part of this
election form/letter of transmittal are incorporated herein by this reference.
Unless otherwise indicated under "Special Payment Instructions -
Alternative Payee" box below, please issue any certificate for shares of holding
company common stock and/or any
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<PAGE> 11
check payable (or wire transfer of funds payable) in exchange for the
undersigned's shares of Professionals Group common stock in the name of the
registered holder(s) of such shares of Professionals Group common stock.
Similarly, unless otherwise indicated in the "Special Delivery Instructions -
Alternative Address" and/or "Wiring Instructions" boxes, please mail any
certificate for shares of holding company common stock and/or any check payable
in exchange for the undersigned's shares of Professionals Group common stock to
the registered holder(s) of such shares of Professionals Group common stock at
the address or addresses shown below.
REGISTERED PROFESSIONALS GROUP SHAREHOLDER(S) SIGN HERE
--------------------------------------- --------------------------------------
Signature of owner(s) Signature of owner(s)
Print Name: Print Name:
--------------------------- ---------------------------
--------------------------------------- --------------------------------------
Social Security or other Tax ID Number Social Security or other Tax ID Number
Address: Address:
------------------------------- --------------------------------------
--------------------------------------- --------------------------------------
--------------------------------------- --------------------------------------
Date: Date:
--------------------------------- ---------------------------------
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<PAGE> 12
SPECIAL PAYMENT INSTRUCTIONS - ALTERNATIVE PAYEE
To be completed ONLY if you want the holding company common stock certificates
being issued to you pursuant to the consolidation to be registered, and/or you
want the cash being paid to you pursuant to the consolidation to be payable, to
someone other than the person or entity listed on your Professionals Group
common stock certificates.
Register my shares of holding company common stock and/or make payment to the
following:
Name:
------------------------------------------------------------------------
(Please type or print)
Address:
---------------------------------------------------------------------
-----------------------------------------------------------------------------
(Include zip code)
-----------------------------------------------------------------------------
(Taxpayer identification or social security number)
SPECIAL DELIVERY INSTRUCTIONS - ALTERNATIVE ADDRESS
To be completed ONLY if you want the holding company common stock certificates
and/or the cash being issued or paid to you pursuant to the consolidation to be
registered or payable to you but sent to someone else.
Mail or deliver my shares of holding company common stock and/or send payment to
the following:
Name:
------------------------------------------------------------------------
(Please type or print)
Address:
---------------------------------------------------------------------
-----------------------------------------------------------------------------
(Include zip code)
-----------------------------------------------------------------------------
(Taxpayer identification or social security number)
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<PAGE> 13
WIRING INSTRUCTIONS
Provided I am to receive at least $500,000 in cash, I would like to receive all
of the cash to be paid to me in connection with the merger to be sent by wire
transfer, pursuant to the following wiring instructions in lieu of delivery of a
check:
Name of Financial Institution:
-----------------------------------------------
Financial Institution's ABA No.:
---------------------------------------------
Name of Account:
--------------------------------------------------------------
Account No.:
-----------------------------------------------------------------
Taxpayer identification or social security number:
----------------------------
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<PAGE> 14
SIGNATURE GUARANTEE
If you have filled out either the "Special Payment Instructions - Alternative
Payee" box, the "Special Delivery Instructions Alternative Address" box or the
"Guarantee of Delivery" box, you must have your signature(s) medallion
guaranteed by an eligible institution, i.e., a member firm of a registered
national securities exchange, a member of the NASD, Inc., or a commercial bank
or trust company in the United States.
In the event that the check and/or certificate representing shares of holding
company common stock is (are) to be issued in exactly the name of the record
holder(s) of the Professionals Group common stock, no guarantee of the signature
on this election form/letter of transmittal is required.
Name of Guarantor:
------------------------------------------------------------
Signature(s) Guaranteed:
------------------------------------------------------
-----------------------------------------------------------------------------
Date:
-------------------
Apply Signature Medallion:
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<PAGE> 15
GUARANTEE OF DELIVERY
The undersigned, a member firm of a registered national securities exchange, a
member of the NASD, Inc., or a commercial bank or trust company in the United
States, hereby guarantees to deliver to the exchange agent either all of the
certificate(s) for Professionals Group common stock to which this election
form/letter of transmittal relates, or such certificates as are identified
below, duly endorsed in blank or otherwise in form acceptable for transfer, no
later than 12:00 noon, New York City time, on the third trading day after the
Election Date. If you complete this guarantee of delivery, you will need a
signature guarantee by an eligible institution.
The undersigned acknowledges that it must deliver the shares of Professionals
Group common stock covered by this election form/letter of transmittal to the
exchange agent within the time period set forth above and that failure to do so
could result in financial loss to the undersigned.
--------------------------------------- ------------------------------------
Dated Print Firm Name
--------------------------------------- ------------------------------------
Certificate Number(s) Authorized Signature
--------------------------------------- ------------------------------------
Number of shares of Professionals Group Address
common stock
------------------------------------
Telephone number
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<PAGE> 16
RECEIPT OF CERTIFICATES
UNLESS YOU CHECK THE BOX BELOW, ANY SHARES OF HOLDING COMPANY COMMON STOCK TO
WHICH YOU MAY BE ENTITLED WILL BE ISSUED AS BOOK-ENTRY SHARES OF HOLDING COMPANY
COMMON STOCK.
[ ] Check here if you would like certificate(s) for any shares of holding
company common stock to which you may be entitled.
GO TO STEP 3 IF YOU HAVE LOST YOUR PROFESSIONALS GROUP STOCK CERTIFICATES.
OTHERWISE, GO TO STEP 4.
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<PAGE> 17
INSTRUCTIONS FOR STEP 3
CERTIFY IF CERTIFICATE(S) ARE LOST
If you are unable to locate some or all of the stock certificates
representing your shares of Professionals Group common stock, you must complete
the certification on the following page. Your signature must be notarized.
Please see General Instruction 4 regarding proper signatures.
AFTER YOU HAVE COMPLETED STEP 3, GO TO STEP 4.
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<PAGE> 18
STEP 3--CERTIFY IF CERTIFICATE(S) ARE LOST
The certificate(s) representing the following shares of Professionals
Group common stock has/have been lost, stolen, seized, or destroyed, at a time
unknown to me:
------------------------------------- ------------------------------------
------------------------------------- ------------------------------------
------------------------------------- ------------------------------------
Certificate Number Shares
I hereby certify the following:
(1) I have made or caused to be made a diligent search for such
stock certificate(s) and have been unable to find or recover it/them. I have not
sold, assigned, pledged, transferred, deposited under any agreement, or
hypothecated the shares of Professionals Group, Inc. common stock represented by
such stock certificate(s), or any interest therein, or assigned any power of
attorney or other authorization respecting the same which is now outstanding and
in force, or otherwise disposed of such stock certificate(s); and no person,
firm, corporation, agency, or government, other than me, has or has asserted any
right, title, claim, equity, or interest in, to, or respecting such shares of
Professionals Group common stock.
(2) Please issue a replacement stock certificate(s). In
consideration of the issuance of a replacement certificate(s), I hereby agree to
reimburse and indemnify and hold harmless holding company and any person, firm,
or corporation now or hereafter acting as transfer agent, exchange agent,
registrar, trustee, depository, redemption, fiscal, or paying agent, or in any
other capacity, and also any successors in any such capacities, and their
respective subsidiaries, affiliates, heirs, successors, and assigns, from and
against any and all liability, loss, damage, and expense in connection with, or
arising out of, their compliance with my request herein.
(3) I also agree, in consideration of compliance with the
foregoing request, to surrender immediately to holding company the lost stock
certificate(s) should it/they hereafter come into my possession or control.
------------------------------------- ------------------------------------
Signature Date
------------------------------------- ------------------------------------
Signature Date
------------------------------------- ------------------------------------
Signature Date
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<PAGE> 19
STATE OF
------------------- :ss.
COUNTY OF
-----------------
I, _______________________________________, a Notary Public, do hereby
certify that on the _________ day of ________________, _____, personally
appeared before me
_____________________________________________________________________________,
known to me to be the persons whose name(s) is/are subscribed to the foregoing
instrument, who, being by me first duly sworn, declared that the statements
contained therein are true and that he/she/they signed said instrument for the
purposes, in the capacity, and for consideration therein expressed.
------------------------------------------------------------------------------
(Notary: Please modify if necessary to conform to your state law or attach an
alternative form.)
GO TO STEP 4.
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<PAGE> 20
INSTRUCTIONS FOR STEP 4
COMPLETE SUBSTITUTE FORM W-9
You must complete the following Substitute Form W-9 to avoid having 31%
of your payment withheld for federal income tax purposes as set forth in General
Instruction 7 to this election form/letter of transmittal.
Please do the following:
(1) write your name and social security number (or employer
identification number for entities) in Part I of the Substitute Form W-9; and
(2) sign the "Certification" box in Part II of the Substitute Form
W-9.
Please see General Instruction 7 for information on this Form W-9 and
General Instruction 4 regarding proper signatures.
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<PAGE> 21
STEP 4--COMPLETE SUBSTITUTE FORM W-9
SUBSTITUTE PART I--PLEASE ENTER YOUR NAME AND SOCIAL SECURITY
FORM W-9 NUMBER OR EMPLOYER IDENTIFICATION NUMBER
____________________________ OR ________________________
SOCIAL SECURITY NUMBER EMPLOYER IDENTIFICATION
NUMBER
(If awaiting TIN write "Applied For.")
PART II--For Payees exempt from backup withholding,
see the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
(copies of which may be obtained from the exchange
agent) and complete as instructed therein.
CERTIFICATION - Under penalties of perjury, I certify that:
REQUEST FOR (1) The number shown on this form is my correct
TAXPAYER Taxpayer Identification Number (or a Taxpayer
IDENTIFICATION Identification Number has not been issued to me
NUMBER AND and either (a) I have mailed or delivered an
CERTIFICATION application to receive a Taxpayer Identification
Number to the appropriate Internal Revenue
Service ("IRS") or Social Security
Administration office or (b) I intend to mail or
deliver an application in the near future. I
understand that if I do not provide a Taxpayer
Identification Number within 60 days, 31% of all
reportable payments made to me thereafter will
be withheld until I provide a number.); and
(2) I am not subject to backup withholding either
because (a) I am exempt from backup withholding,
(b) I have not been notified by the IRS that I
am subject to (2) backup withholding as a result
of failure to report all interest or dividends,
or (c) the IRS has notified me that I am no
longer subject to backup withholding.
(PLEASE REFER Certification Instructions--You must cross out item (2)
TO THE in Part 2 above if you have been notified by the IRS
GUIDELINES FOR that you are subject to backup withholding because of
CERTIFICATION underreporting interest or dividends on your tax return.
OF TAXPAYER However, if after being notified by the IRS that you
IDENTIFICATION were subject to backup withholding you received another
NUMBER notification from the IRS stating that you are no longer
ON subject to backup withholding, do not cross out item
SUBSTITUTE (2).
FORM W-9)
SIGNATURE: DATE:
----------------------------- ---------
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU.
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GENERAL INSTRUCTIONS
1. REVOCATION OF ELECTION.
An election may be revoked by the person who submitted the election
form/letter of transmittal to the exchange agent by written notice to the
exchange agent, or by withdrawal of the shares of Professionals Group common
stock deposited by such person with the exchange agent, prior to the Election
Date. A holder may submit a new election form at the time it revokes an earlier
election or at any time after revoking an earlier election but before the
Election Date. If a new election is not made, the holder will be deemed not to
have made an election, and the exchange agent will retain the stock
certificate(s) tendered with the revoked election until the time the shares are
exchanged upon completion of the consolidation. If the consolidation agreement
is terminated, all election forms/letters of transmittal will automatically be
revoked and the stock certificates tendered will be promptly returned.
2. ELECTION PROCEDURES.
A description of the election procedures is contained in the Joint Proxy
Statement/Prospectus under "The Consolidation Exchange Procedures" and is fully
set forth in the consolidation agreement. All elections are subject to
compliance with such procedures. In connection with making any election, you
should read carefully, among other matters, the information contained in the
Joint Proxy Statement/Prospectus under "The Consolidation - Consideration to be
Received in the Consolidation." See also "Material Federal Income Tax
Consequences" in the Joint Proxy Statement/Prospectus for a discussion of the
anticipated material federal income tax consequences of the consolidation.
3. EXECUTION AND DELIVERY.
This election form/letter of transmittal must be properly filled in,
dated, and signed in all applicable places, and must be delivered (together with
all of the other required materials) to the exchange agent at the address as set
forth on page ___. The method of delivery of all documents is at your option and
risk, but if you choose to return your materials by mail, we suggest you send
them by registered mail, return receipt requested, properly insured, using the
enclosed envelope.
4. SIGNATURES.
The signature(s) on this election form/letter of transmittal should
correspond exactly with the name(s) as written on the face of the stock
certificate(s) submitted unless the shares of Professionals Group common stock
described on this election form/letter of transmittal have been assigned by the
registered holder(s), in which event this election form/letter of transmittal
should be signed in exactly the same form as the name of the last transferee
indicated on the transfers attached to or endorsed on the certificates.
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If the stock certificate(s) surrendered are held of record by two or
more joint owners, then all such owners must sign this election form/letter of
transmittal.
If any surrendered shares are registered in different names on several
stock certificates, then it is necessary to complete, sign and submit as many
separate election forms/letters of transmittal as there are different
registrations of stock certificates.
If this election form/letter of transmittal is signed by a person or
persons other than the registered holder(s) of the stock certificates, the
certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered owner(s) appears on
the certificates.
If this election form/letter of transmittal or any stock certificate(s)
or stock power(s) is signed by a trustee, executor, administrator, guardian,
officer of a corporation, attorney-in-fact, or any other person acting in a
representative or fiduciary capacity, the person signing must give such person's
full title in such capacity.
5. GUARANTEE OF SIGNATURE.
No signature guarantee is required on this election form/letter of
transmittal if it is signed by the registered holder(s) of the shares of
Professionals Group common stock surrendered under this election form/letter of
transmittal, and the shares of holding company common stock and/or the check are
to be issued and/or payable to the record holder(s) without any change or
correction in the name of the record holder(s). In all other cases, all
signatures on this election form/letter of transmittal must be guaranteed. All
signatures required to be guaranteed must be guaranteed by a member firm of a
registered national securities exchange or of the NASD, Inc., or a commercial
bank or trust company in the United States. Public notaries cannot execute
acceptable guarantees of signatures.
6. MISCELLANEOUS.
A single check, or wire transfer, and/or stock certificates or a single
book entry representing shares of holding company common stock to be received
will be issued to you unless you have instructed us otherwise in this election
form/letter of transmittal.
All questions with respect to this election form/letter of transmittal
(including, without limitation, questions relating to the timeliness or
effectiveness of revocation or any election and computations as to any
adjustments) will be determined by the exchange agent, which determination shall
be conclusive and binding.
Professionals Group, Medical Assurance and the exchange agent have the
discretion to determine whether an election form/letter of transmittal has been
properly completed, signed and submitted or revoked and reserve the right to
waive any defects or irregularities in a completed election form/letter of
transmittal (but shall be under no obligation to do so). The decision of
Professionals Group, Medical Assurance or the exchange agent in such matters
shall be conclusive and binding. Professionals Group, Medical Assurance and the
exchange agent are not
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under any duty to give notification of defects in any election form/letter of
transmittal nor will either incur any liability for failure to give such
notification.
7. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9.
Under the "backup withholding" provisions of U.S. federal income tax
law, any payments made to you pursuant to the consolidation may be subject to
backup withholding of 31%. To prevent backup withholding, Professionals Group
shareholders must complete and sign the Substitute Form W-9 included in Step 4
of this election form/letter of transmittal and either: (a) provide your correct
taxpayer identification number ("TIN") and certify, under penalties of perjury,
that the TIN provided is correct (or that you are awaiting a TIN), and that (i)
you have not been notified by the IRS that you have been subjected to backup
withholding as a result of failure to report all interest or dividends or (ii)
the IRS has notified you that you are no longer subject to backup withholding;
or (b) provide an adequate basis for exemption. If you do not provide the
exchange agent with your taxpayer identification number on this election
form/letter of transmittal, then the exchange agent will retain 31% of cash
payments made to you during the 60-day period following the date of the
Substitute Form W-9. If you furnish the exchange agent with your TIN within 60
days of the date of the Substitute Form W-9, the exchange agent will remit such
amounts retained during the 60-day period to you. If, however, you have not
provided the exchange agent with your TIN within such 60-day period, the
exchange agent will remit such previously retained amounts to the IRS as backup
withholding. In general, if you are an individual, the TIN is your social
security number. If the certificates for Professionals Group common stock are
registered in more than one name or are not in the name of the actual owner,
consult the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (copies of which may be obtained from the exchange agent)
for additional guidance on which number to report. If the exchange agent is not
provided with the correct TIN or an adequate basis for exemption, the holder may
be subject to a $50 penalty imposed by the IRS and backup withholding at a rate
of 31%. Certain shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order to satisfy the exchange agent that a foreign
individual qualifies as an exempt recipient, such holder must submit a statement
(generally, IRS Form W-8), signed under penalties of perjury, attesting to that
individual's exempt status. A form for such statements can be obtained from the
exchange agent.
For further information concerning backup withholding and instructions
for completing the Substitute Form W-9 (including how to obtain a TIN if you do
not have one and how to complete the Substitute Form W-9 if stock is held in
more than one name), consult the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 (copies of which may be obtained
from the exchange agent).
Failure to complete the Substitute Form W-9 will not, by itself, cause
your shares of Professionals Group common stock to be deemed invalidly tendered,
but may require the exchange agent to withhold 31% of the amount of any payments
made pursuant to the consolidation. Backup withholding is not an additional U.S.
federal income tax. Rather, the U.S. federal income tax liability of a person
subject to backup withholding will be reduced by the
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amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the IRS.
8. TRANSFER TAXES.
If you completed the "Special Payment Instructions - Alternative Payee"
box above in Step 2, you must pay the exchange agent any and all required
transfer or other taxes or must establish that such tax has been paid or is not
applicable.
INFORMATION AND ADDITIONAL COPIES OF THIS ELECTION FORM/LETTER OF
TRANSMITTAL MAY BE OBTAINED FROM ____________________ BY TELEPHONING TOLL-FREE
AT (____) ____-_____.
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