Last Updated: Apr 15, 2021

NORCAL Group and ProAssurance Corporation are in the process of combining their companies. Additional information on this transaction can be accessed here. The Pennsylvania Medical Society (PAMED) has gotten some questions from member and non-member physician policyholders.

Here’s what you need to know:

• As part of this process, NORCAL will convert from a mutual insurance company into an incorporated stock insurance company. The California Department of Insurance has affirmed that NORCAL can proceed to a policyholder (member) meeting and vote on a Plan of Conversion. This virtual meeting was rescheduled from April 12 to April 26, 2021.
  
  
• NORCAL policyholders (with policies in effect as of February 11, 2021) are entitled to vote on NORCAL’s Plan of Conversion. Information packets containing details regarding the conversion and meeting were mailed at the end of February to NORCAL policyholders eligible to vote. Additional information on these packets and the April 26 special meeting can be accessed here.
  
  
• If policyholders eligible to vote have not already done so, NORCAL is recommending they immediately take the following important steps:
  
  
  • Visit the conversion site at norcalconversion.com. You will need your 11-digit Account Code and 9-digit Control Code on the front of the Notice of Proposed Transaction you received in the mail. If you do not have this information, please contact the Information Agent, Georgeson, at 888-206-5970 and ask for it. If calling Georgeson, your will need to have your policy name, policy number, and address ready.
    
    
  • Proxy votes are due no later than April 21, 2021. There is a Special Meeting of Members on April 26, 2021. Your consideration election is due no later than April 27, 2021.
    
• PMSLIC merged into NORCAL Specialty Insurance Company, which was wholly owned by NORCAL Mutual Insurance Company. PMSLIC was wholly owned by PAMED. While the articles allowed for the board to share pay dividends to the policyholders, it was not a mutual insurance company “owned” by the policyholders.
  
  
• PMSLIC was what one may call a typical insurance company. Under PMSLIC, policyholders were not shareholders. When PMSLIC was transitioned to NORCAL, as NORCAL is a mutual, they now became shareholders. Thus, they do not receive credit for their time as PMSLIC policyholders under this scenario regarding surplus because they were not shareholders at that time. 
  
  
• When physicians were insured with PMSLIC Insurance Company, they were solely an insured/customer of a stock company owned by other persons. The policyholder held no ownership rights in PMSLIC.
  
  
• It was only when PMSLIC became part of the NORCAL Mutual Insurance Company that a former PMSLIC policyholder, who was now a NORCAL policyholder, began to hold membership rights, including rights in the surplus of NORCAL Mutual.
  
  
• Accordingly, history as an insured with PMSLIC is not factored into the calculation of the consideration due to physicians as a member of NORCAL Mutual.
  
• View the filings with the Department of State regarding the PMSLIC/NORCAL sale. The filings related to NORCAL begin on page 94.

NORCAL Mutual policyholders with questions should contact NORCAL’s information agent, Georgeson, at (888) 206-5970. PAMED cannot answer questions regarding this proxy vote, as PAMED does not have any role in this proxy vote, nor will it provide any recommendations regarding the proxy vote or other information. The information contained herein does not constitute legal advice, nor does it denote a position from PAMED regarding the proxy vote.