-----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, O40wFsbNodwqh1S1kqlHxVG+1m8LuM5y8yLh9QrsEB74OjPYmo0S6NXfEwK3mbul 5snWKPotc/3m9EA4lCzsag== 0001209191-10-057880.txt : 20101202 0001209191-10-057880.hdr.sgml : 20101202 20101202141515 ACCESSION NUMBER: 0001209191-10-057880 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101130 FILED AS OF DATE: 20101202 DATE AS OF CHANGE: 20101202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Little Lew N Jr CENTRAL INDEX KEY: 0001330321 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31434 FILM NUMBER: 101227400 MAIL ADDRESS: STREET 1: 1301 CAPITAL OF TX HWY STREET 2: SUITE C-300 CITY: AUSTIN STATE: TX ZIP: 78746 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PHYSICIANS SERVICE GROUP INC CENTRAL INDEX KEY: 0000724024 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 751458323 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HWY STREET 2: C-300 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123280888 MAIL ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HIGHWAY CITY: AUSTIN STATE: TX ZIP: 78746 4 1 c09143_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-11-30 1 0000724024 AMERICAN PHYSICIANS SERVICE GROUP INC AMPH 0001330321 Little Lew N Jr 1301 S. CAPITAL OF TEXAS HIGHWAY C-300 AUSTIN TX 78746 1 0 0 0 Common Stock 2010-11-30 4 D 0 26000 32.50 D 0 D Deferred Stock 2010-11-30 4 D 0 5426 32.50 D 0 D Common Stock Options 17.36 2010-11-30 4 D 0 10000 15.14 D 2012-03-23 Common Stock 10000 0 D Common Stock Options 19.43 2010-11-30 4 D 0 5000 13.07 D 2012-12-06 Common Stock 5000 0 D Common Stock Options 20.50 2010-11-30 4 D 0 5000 12.00 D 2013-09-08 Common Stock 5000 0 D Common Stock Options 21.32 2010-11-30 4 D 0 5000 11.18 D 2014-06-03 Common Stock 5000 0 D Common Stock Options 24.15 2010-11-30 4 D 0 5000 8.35 D 2015-06-03 Common Stock 5000 0 D Disposed and cancelled 26,000 shares of Common Stock (defined below) in connection with the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 31, 2010, by and among ProAssurance Corporation, CA Bridge Corporation, and American Physicians Service Group, Inc. (the "Issuer"). Pursuant to such Merger Agreement, each share of common stock of the Issuer, par value $0.10 per share (the "Common Stock") was converted into the right to receive $32.50 in cash and cancelled. Disposed and cancelled 5,426 shares of the Issuer's common stock issued under the Issuer's Deferred Compensation Master Plan ("Deferred Stock"). Such Deferred Stock vested immediately prior to the effective time of the Merger pursuant to the Merger Agreement. This option, which vested over a two-year period from the date of grant, was cancelled in the Merger in exchange for a cash payment of $151,400, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). This option, which vested over a two-year period from the date of grant, was cancelled in the Merger in exchange for a cash payment of $65,350, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). This option, which vested over a two-year period from the date of grant, was cancelled in the Merger in exchange for a cash payment of $60,000, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). This option, which provided for vesting over a two-year period from the date of grant, fully-vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a cash payment of $55,900, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). This option, which provided for vesting over a two-year period from the date of grant, vested immediately prior to the effective time of the Merger and was cancelled in the Merger in exchange for a cash payment of $41,750, representing the difference between the exercise price of the option and the market value of the underlying Common Stock on the effective date of the Merger ($32.50). /s/ Lew N. Little, Jr. 2010-11-30 -----END PRIVACY-ENHANCED MESSAGE-----