-----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, VudSzYlPBLLNNFoMXArtIEA58DcXYKgcNJZN0nAfdn6Pr1L6/uPJeIrNBnH56GHD VUlc5iUsv02eNZUZemfhoQ== 0001209191-10-057885.txt : 20101202 0001209191-10-057885.hdr.sgml : 20101202 20101202142102 ACCESSION NUMBER: 0001209191-10-057885 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: SHIFRIN KENNETH S CENTRAL INDEX KEY: 0001006427 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31434 FILM NUMBER: 101227425 MAIL ADDRESS: STREET 1: 15801 CHATEAU CITY: AUSTIN STATE: TX ZIP: 78734 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 c09147_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-11-30 1 0000724024 AMERICAN PHYSICIANS SERVICE GROUP INC AMPH 0001006427 SHIFRIN KENNETH S 1301 S. CAPITAL OF TEXAS HIGHWAY C-300 AUSTIN TX 78746 1 1 0 0 Chief Executive Officer Common Stock 2010-11-30 4 D 0 360911 32.50 D 0 D Common Stock 2010-11-30 4 D 0 70945 32.50 D 0 D Deferred Stock 2010-11-30 4 D 0 20141 32.50 D 0 D Common Stock Options 17.36 2010-11-30 4 D 0 20000 15.14 D 2012-03-23 Common Stock 20000 0 D Common Stock Options 20.50 2010-11-30 4 D 0 25000 12.00 D 2013-09-08 Common Stock 25000 0 D Common Stock Options 22.79 2010-11-30 4 D 0 25000 9.71 D 2014-10-01 Common Stock 25000 0 D Common Stock Options 24.15 2010-11-30 4 D 0 25000 8.35 D 2015-06-03 Common Stock 25000 0 D Disposed and cancelled 431,856 shares of Common Stock (defined below), including 70,945 shares held by the Issuer's 401(k) plan, 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 20,141 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 $302,800, 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 $300,000, 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 $242,750, 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). 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 $208,750, 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/ Kenneth S. Shifrin 2010-11-30 -----END PRIVACY-ENHANCED MESSAGE-----