Physicians Insurance Company of Wisconsin: Shareholder Rights Plan Adopted

For more information, contact:
Fred Petillo (608) 831-8331, ext. 1412


Physicians Insurance Company of Wisconsin, Inc. (“PIC Wisconsin”) announced today that its board of directors adopted a shareholders rights plan to protect the rights of all shareholders in a hostile takeover attempt. Many other public companies have adopted similar plans, including over thirty Wisconsin companies.

The financial condition, operations and earnings per share of the company will not be affected by the adoption of the plan.

Under the plan, PIC Wisconsin will make a dividend of one common stock purchase right for each share of its common stock outstanding as of the close of business on November 15, 2004. The rights become exercisable under certain circumstances following the announcement that any person has acquired 15% or more of PIC Wisconsin’s common stock or the announcement that any person has commenced a tender offer for 15% or more of PIC Wisconsin’s common stock. There are certain limited exceptions for shares owned by existing shareholders or previously agreed to be sold, as set forth in the plan. Under specified conditions, each right (other than those which become void under the plan) will entitle the holder to purchase at the exercise price, common stock (or if PIC Wisconsin is acquired in a merger or other business combination, common stock of the acquiror) at a 50% discount. The rights will expire in 10 years, unless earlier redeemed or exchanged by the Company. Under specified conditions, PIC Wisconsin will be entitled to redeem the rights at $.01 per right.

Shareholders are not required to take any action to receive the rights distribution. Until the rights become exercisable, outstanding stock certificates will represent both shares of PIC Wisconsin’s common stock and the rights, and the rights will trade only with such shares.
At a previous meeting of the board of directors, the board also adopted changes to its bylaws relating, among other things, to notices of shareholder meetings, shareholder proposals at shareholder meetings, shareholder nominations of persons for election to the board of directors, removal of directors and stock transfer restrictions.

PIC Wisconsin is one of the country’s premier writers of medical professional liability insurance, providing insurance products and risk management services to physicians, dentists, hospitals (including allied healthcare providers) and integrated healthcare networks. PIC Wisconsin, which is currently doing business in Wisconsin and seven other states, was founded in Wisconsin nearly two decades ago to improve the availability of insurance and to stabilize premium costs in Wisconsin.