-----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, OZPz+uZz4EHg/XYi6jveAVWwdB2goFO90RNDsYLlqbiM/eFiu33bEzy9tUaO0uGz wzs/+lE5Q7bGPXLmaAcxPw== 0001209191-10-057888.txt : 20101202 0001209191-10-057888.hdr.sgml : 20101202 20101202142608 ACCESSION NUMBER: 0001209191-10-057888 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: WILLIAMS CHERYL CENTRAL INDEX KEY: 0001072865 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31434 FILM NUMBER: 101227443 MAIL ADDRESS: STREET 1: 13922 LONE RIDER TRAIL CITY: AUSTIN STATE: TX ZIP: 78736 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 c09150_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-11-30 1 0000724024 AMERICAN PHYSICIANS SERVICE GROUP INC AMPH 0001072865 WILLIAMS CHERYL 1301 S. CAPITAL OF TEXAS HIGHWAY C-300 AUSTIN TX 78746 1 0 0 0 Common Stock 2010-11-30 4 D 0 2412 32.50 D 0 D Deferred Stock 2010-11-30 4 D 0 6538 32.50 D 0 D Common Stock Options 11.55 2010-11-30 4 D 0 10000 20.95 D 2010-12-07 Common Stock 10000 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 2,412 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 6,538 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 the two-year period following the date of grant, was cancelled in the Merger in exchange for a cash payment of $209,500, 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 the two-year period following 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 the two-year period following 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 the two-year period following 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 vestingover the two-year period following 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 the two-year period following 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/ Cheryl Williams 2010-11-30 -----END PRIVACY-ENHANCED MESSAGE-----