-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RjljpBa+QUNOGAwBRtbenBa/oEVFNaHMzAHR4cl572MAFB/C/MsqnTBX9q2zTHvF 0AsgF1q1sHIcZvCVfejNYA== 0000950124-01-504420.txt : 20020413 0000950124-01-504420.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950124-01-504420 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20011221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PHYSICIANS CAPITAL INC CENTRAL INDEX KEY: 0001118148 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 383543910 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32057 FILM NUMBER: 1820865 BUSINESS ADDRESS: STREET 1: 1301 NORTH HAGADORN ROAD CITY: EAST LANSING STATE: MI ZIP: 48823 BUSINESS PHONE: 5173511150 MAIL ADDRESS: STREET 1: 1301 NORTH HAGADORN ROAD CITY: EAST LANSING STATE: MI ZIP: 48823 11-K 1 k66691e11-k.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission File Number ______________ AMERICAN PHYSICIANS ASSURANCE CORPORATION 401(K) PLAN AND TRUST (FULL TITLE OF PLAN) AMERICAN PHYSICIANS CAPITAL, INC. 1301 N. HAGADORN ROAD EAST LANSING, MI 48826-1471 (NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE) Audited Financial Statements and Supplemental Schedules American Physicians Assurance Corporation 401(k) Plan and Trust Years ended December 31, 2000 and 1999 with Report of Independent Auditors American Physicians Assurance Corporation 401(k) Plan and Trust Audited Financial Statements and Supplemental Schedules Years ended December 31, 2000 and 1999 CONTENTS Report of Independent Auditors.............................................................................1 Financial Statements Statements of Assets Available for Benefits................................................................2 Statements of Changes in Assets Available for Benefits.....................................................3 Notes to Financial Statements..............................................................................4 Supplemental Schedules Schedule of Assets Held for Investment Purposes at End of Year - 2000.....................................10 Schedule of Reportable Transactions - 2000................................................................10 Schedule of Assets Held for Investment Purposes at End of Year - 1999.....................................12 Schedule of Reportable Transactions - 1999...............................................................12
Report of Independent Auditors To the Board of Directors American Physicians Assurance Corporation 401(k) Plan and Trust We have audited the accompanying statements of assets available for benefits of American Physicians Assurance Corporation 401(k) Plan and Trust as of December 31, 2000 and 1999, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of American Physicians Assurance Corporation 401(k) Plan and Trust as of December 31, 2000 and 1999, and the changes in its assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes at end of year and reportable transactions together referred to as "supplemental information", are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental information is the responsibility of the Plan's management. The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Andrews Hooper & Pavlik P.L.C. Okemos, Michigan December 14, 2001 1 American Physicians Assurance Corporation 401(k) Plan and Trust Statements of Assets Available for Benefits
DECEMBER 31 2000 1999 ------------------------------------- ASSETS Investments: The Equitable Life Assurance Company of the United States- Investment accounts $ 9,977,568 $10,333,571 Participant loans 129,321 170,631 ------------------------------------- Total investments 10,106,889 10,504,202 Receivables: Contributions from participating employers 97,020 130,414 Other 6,407 - ------------------------------------- Total receivables 103,427 130,414 Cash surrender value of life insurance 8,227 13,244 Cash 9,406 7,474 ------------------------------------- Assets available for benefits $10,227,949 $10,655,334 =====================================
See accompanying notes to financial statements. 2 American Physicians Assurance Corporation 401(k) Plan and Trust Statements of Changes in Assets Available for Benefits
YEAR ENDED DECEMBER 31 2000 1999 -------------------------------------- ADDITIONS: Net realized and unrealized (depreciation) appreciation in fair value of investments $ (748,897) $ 1,860,826 Interest income 17,771 17,141 Participating employers' contributions 150,384 148,446 Participants' contributions 1,118,554 1,147,454 Roll-over contributions 130,094 220,518 Other 1,091 342 -------------------------------------- Total additions 668,997 3,394,727 DEDUCTIONS: Benefits payments 1,095,182 572,022 Investment expenses 1,200 800 -------------------------------------- Total deductions 1,096,382 572,822 -------------------------------------- Net (decrease) increase in assets available for benefits (427,385) 2,821,905 Assets available for benefits at beginning of year 10,655,334 7,833,429 -------------------------------------- Assets available for benefits at end of year $10,227,949 $10,655,334 ======================================
See accompanying notes to the financial statements. 3 American Physicians Assurance Corporation 401(k) Plan and Trust Notes to Financial Statements December 31, 2000 1. DESCRIPTION OF THE PLAN The following is a description of the American Physicians Assurance Corporation 401(k) Plan and Trust (the Plan) and provides only general information. Plan participants should refer to the Plan agreement for a more complete description of the Plan's provisions. The Plan was previously referred to as MICOA Management Company, Inc. 401(k) Plan and Trust. GENERAL The Plan is a defined contribution plan covering employees of American Physicians Assurance Corporation, Alpha Advisors, Inc., SCW Agency Group, Inc. and KMA Insurance Agency, Inc. (participating employers) who meet the eligibility requirements under the Plan and who are employed on the first day of the Plan year or the first day of the seventh month of the plan year coinciding with the next following date such employee meets the eligibility requirements. The Plan's operations are subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Participants may elect to defer a portion of their compensation each year not to exceed limitations contained in Internal Revenue Code Section 402(g). The participants may elect to defer from two percent to ten percent of their compensation. The participating employers have elected to make a matching contribution equal to 25 percent of each participant's deferred compensation. In applying the matching percentage, only a participant's deferred compensation up to four percent is considered. PARTICIPANTS' ACCOUNTS Each participant's account is credited with the Corporation's contribution and an allocation of net Plan earnings. Allocations of Plan earnings are based on the relative account balances of all participants as defined in the Plan agreement. The benefit to which a participant is entitled in the event of death, disability or separation from service, is the vested total of the participant's account balance. VESTING Participants are immediately vested in both voluntary employee deferrals and participating employers' contributions plus earnings thereon. 4 American Physicians Assurance Corporation 401(k) Plan and Trust Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may self-direct employee and employer contributions in any of the investment options that are available under the Plan. PAYMENT OF BENEFITS On termination of service, a participant may elect to receive a lump-sum amount equal to the value of his or her account balance, or periodic installments over the participant's life expectancy. If a participant's account balance is less than $5,000, a single lump sum payment is required. PARTICIPANT LOANS A participant may borrow from the Plan an amount not in excess of 50% of the participant's vested account balance. In no event can the participant borrow more than $50,000. Loans are for a period not exceeding five years except, in the case of loan proceeds used to acquire a principal residence. Loans bear interest at an agreed-upon percentage based on prevailing market rates existing at the time a participant loan is made and the loan must be adequately secured. 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan have been presented on the accrual basis. INVESTMENT VALUATION The current value of the units owned by the Plan in the investment accounts is based on quoted redemption values on the last business day of the plan year. The change in the difference between aggregate current value and the cost of investments is reflected in the statements of changes in assets available for benefits as net realized and unrealized appreciation (depreciation) in fair value of investments. 5 American Physicians Assurance Corporation 401(k) Plan and Trust Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) As of the valuation date, all income as well as all investment gains and losses shall be allocated to each participant's account in the proportion that each participant's account balance bears to the total of all account balances for each particular fund. ADMINISTRATIVE EXPENSES Administrative expenses, with the exception of certain investments expenses of the Plan, were paid by the participating employers. PAYMENT OF BENEFITS Benefits are recorded when paid. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. INVESTMENTS Participants direct their entire account balance between fourteen investment funds through the service provider under contract with the trustee of the plan. The Plan does not have any non-participant directed investments. The Plan's investment assets are held by their respective investment manager. 6 American Physicians Assurance Corporation 401(k) Plan and Trust Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The Plan had net realized and unrealized depreciation in current value of $748,897 in 2000, as follows:
NET REALIZED AND UNREALIZED APPRECIATION (DEPRECIATION) CURRENT IN CURRENT VALUE VALUES AT END OF DURING YEAR YEAR ---------------------- -------------------- 2000 Alliance Common Stock $ (228,412) $ 1,381,230 Alliance Money Market 54,919 998,613 Alliance Growth Investors (29,949) 376,471 Alliance Conservative Investor 7,814 304,562 Templeton Foreign Fund (19,944) 334,156 Janus Balanced Fund (35,358) 1,253,340 Janus Worldwide Fund (422,356) 1,945,673 Neuberger & Berman Genesis Trust 245,868 1,082,842 Neuberger & Berman Partners Trust (6,575) 691,356 Scudder Growth and Income Fund (23,605) 675,938 AIM Small Cap Growth Fund (56,347) 255,431 Janus Twenty Fund (222,246) 478,862 SSgA S&P 500 Index Fund (9,641) 155,766 American Century: Twentieth Century Select (3,065) 43,328 ---------------------- -------------------- (748,897) 9,977,568 Participant loans - 129,321 ---------------------- -------------------- $ (748,897) $ 10,106,889 ====================== ====================
The following investments at fair value exceed 5% of the value of plan assets at December 31, 2000: Janus Worldwide Fund $ 1,945,673 Alliance Common Stock 1,381,230 Janus Balanced Fund 1,253,340 Neuberger & Berman Genesis Trust 1,082,842 Alliance Money Market 998,613 Neuberger & Berman Partners Trust 691,356 Scudder Growth and Income Fund 675,938
7 American Physicians Assurance Corporation 401(k) Plan and Trust Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The Plan had realized and unrealized appreciation in current value of $1,860,826 in 1999, as follows:
NET REALIZED AND UNREALIZED APPRECIATION CURRENT IN CURRENT VALUE VALUES AT END OF DURING YEAR YEAR ------------------------ -------------------- 1999 Alliance Common Stock $ 341,656 $ 1,753,146 Alliance Money Market 35,864 1,106,370 Alliance Growth Investors 83,408 437,054 Alliance Conservative Investor 24,041 267,778 Templeton Foreign Fund 97,298 408,868 Janus Balanced Fund 212,710 1,225,710 Janus Worldwide Fund 854,211 2,281,674 Neuberger & Berman Genesis Trust 21,612 877,314 Neuberger & Berman Partners Trust 47,769 788,992 Scudder Growth and Income Fund 30,073 698,694 AIM Small Cap Growth Fund 13,193 63,199 Janus Twenty Fund 93,558 362,771 SSgA S&P 500 Index Fund 2,844 30,714 American Century: Twentieth Century Select 2,589 31,287 ------------------------ -------------------- 1,860,826 10,333,571 Participant loans - 170,631 ------------------------ -------------------- $ 1,860,826 $ 10,504,202 ======================== ====================
The following investments at fair value exceed five percent of the value of plan assets at December 31, 1999: Janus Worldwide Fund $ 2,281,674 Alliance Common Stock 1,753,146 Janus Balanced Fund 1,225,710 Alliance Money Market 1,106,370 Neuberger & Berman Genesis Trust 877,314 Neuberger & Berman Partners Trust 788,992 Scudder Growth and Income Fund 698,694
8 American Physicians Assurance Corporation 401(k) Plan and Trust Notes to Financial Statements (continued) 4. RELATED-PARTY TRANSACTIONS During the years ended December 31, 2000 and 1999, there were no reportable party-in-interest transactions. The Plan does not consider participating employers' contributions to the Plan to be party-in-interest transactions. 5. INCOME TAX STATUS The Plan obtained its latest determination letter on June 24, 1998, in which the Internal Revenue Service stated that the plan and related trust as then designed was in accordance with applicable requirements of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 6. PLAN TERMINATION Although they have not expressed any intent to do so, the participating employers have the right under the Plan to discontinue contributions at any time and terminate the Plan subject to the provisions of ERISA. 9 American Physicians Assurance Corporation 401(k) Plan and Trust Schedule of Assets Held for Investment Purposes at End of Year December 31, 2000
(c) Description of Investment Including Maturity Date, (b) Identity of Issue, Borrower, Rate of Interest, Collateral, (e) Current (a) Lessor or Similar Party Par or Maturity Value (d) Cost Value - --------------------------------------------------------------------------------------------------------------------------------- Alliance Common Stock 9,888.2956 units $ 1,617,949 $ 1,381,230 Alliance Money Market 8,615.2085 units 946,470 998,613 Alliance Growth Investors 2,742.2722 units 406,370 376,471 Alliance Conservative Investor 2,370.1805 units 296,327 304,562 Templeton Foreign Fund 24,932.6075 units 349,251 334,156 Janus Balanced Fund 67,355.4578 units 1,290,011 1,253,340 Janus Worldwide Fund 102,637.9534 units 2,357,017 1,945,673 Neuberger & Berman Genesis Trust 64,264.6308 units 823,045 1,082,842 Neuberger & Berman Partners Trust 49,723.5911 units 692,878 691,356 Scudder Growth and Income Fund 50,713.5797 units 697,737 675,938 AIM Small Cap Growth Fund 10,450.3174 units 259,149 255,431 Janus Twenty Fund 21,353.0168 units 713,530 478,862 SSgA S&P 500 Index Fund 8,804.5165 units 172,802 155,766 American Century: Twentieth Century Select 2,531.9973 units 47,797 43,328 ------------------------------------ 10,670,333 9,977,568 Participant Loans Interest rates of 8.0% to 10.5% maturing between 2001 and 2007. - 129,321 ------------------------------------ Total Investments $ 10,670,333 $ 10,106,889 ====================================
There were no assets reportable as both acquired and disposed of within the plan year. Employer identification number: 38-2102867 Three digit plan number: 002 10 American Physicians Assurance Corporation 401(k) Plan and Trust Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
(c) Description of Investment Including Maturity Date, (b) Identity of Issue, Borrower, Rate of Interest, Collateral, (e) Current (a) Lessor or Similar Party Par or Maturity Value (d) Cost Value - --------------------------------------------------------------------------------------------------------------------------------- Alliance Common Stock 10,714.5726 units $ 1,737,450 $ 1,753,146 Alliance Money Market 10,070.6950 units 1,097,853 1,106,370 Alliance Growth Investors 2,949.3406 units 398,696 437,054 Alliance Conservative Investor 2,141.8265 units 268,204 267,778 Templeton Foreign Fund 29,188.6177 units 293,859 408,868 Janus Balanced Fund 63,998.1309 units 992,852 1,225,710 Janus Worldwide Fund 99,357.0749 units 1,388,032 2,281,674 Neuberger & Berman Genesis Trust 68,502.0422 units 843,931 877,314 Neuberger & Berman Partners Trust 56,621.0865 units 733,019 788,992 Scudder Growth and Income Fund 50,783.1452 units 658,557 698,694 AIM Small Cap Growth Fund 2,548.5365 units 32,569 63,199 Janus Twenty Fund 10,856.2358 units 218,755 362,771 SSgA S&P 500 Index Fund 1,564.9039 units 24,632 30,714 American Century: Twentieth Century Select 1,657.3923 units 25,611 31,287 -------------------------------- 8,714,020 10,333,571 Participant Loans Interest rates of 8.0% to 10.5% maturing between 2000 and 2007. - 170,631 -------------------------------- Total Investments $ 8,714,020 $ 10,504,202 ================================
There were no assets reportable as both acquired and disposed of within the plan year. Employer identification number: 38-2102867 Three digit plan number: 002 11 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN PHYSICIANS ASSURANCE CORPORATION 401(K) PLAN AND TRUST (NAME OF PLAN) DATE: December 20, 2001 /s/ Margo C. Runkle ---------------------------------------- (SIGNATURE)* *PRINT NAME AND TITLE OF SIGNING OFFICIAL UNDER THE SIGNATURE. 12 EX-23.1 3 k66691ex23-1.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 Consent of Independent Public Accountants We consent to the incorporation by reference of our report dated December 14, 2001 (with respect to the financial statements and schedules of the American Physicians Assurance Corporation 401(k) Plan and Trust included in this Annual Report on Form 11-K for the year ended December 31, 2000) into the Registration Statement on Form S-8 filed in December 2001 by American Physicians Capital, Inc. /s/ Andrews Hooper & Pavlik P.L.C. Okemos, Michigan December 21, 2001 -----END PRIVACY-ENHANCED MESSAGE-----