-----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, P7m8j4JHJy7hwcenzy1wkCvUujDqn1w4ihdlc10ERkWCQ2QIqNKBsWAUCZVY+8XS wZjqITw1hpMofgSj8Z1nKQ== 0000878897-01-500013.txt : 20010611 0000878897-01-500013.hdr.sgml : 20010611 ACCESSION NUMBER: 0000878897-01-500013 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MEDICAL SECURITY GROUP INC CENTRAL INDEX KEY: 0000878897 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 391431799 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-13154 FILM NUMBER: 1656940 BUSINESS ADDRESS: STREET 1: 3100 AMS BLVD CITY: GREEN BAY STATE: WI ZIP: 54313 BUSINESS PHONE: 9206611111 MAIL ADDRESS: STREET 1: 3100 AMS BLVD CITY: GREEN BAY STATE: WI ZIP: 54313 FORMER COMPANY: FORMER CONFORMED NAME: UNITED WISCONSIN SERVICES INC /WI DATE OF NAME CHANGE: 19930328 11-K 1 from11k2000.txt 11K 2000 FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the transition period from _______________ to ______________ Commission File Number 1-13154 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: AMERICAN MEDICAL SECURITY RETIREMENT SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: AMERICAN MEDICAL SECURITY GROUP, INC. 3100 AMS Boulevard Green Bay, WI 54313 American Medical Security Retirement Savings Plan Annual Report on Form 11-K For the Fiscal Year Ended December 31, 2000 TABLE OF CONTENTS PAGE Financial Statements and Supplemental Schedule Years ended December 31, 2000 and 1999 Report of Independent Auditors........................................3 Financial Statements Statements of Net Assets Available for Benefits.......................4 Statements of Changes in Net Assets Available for Benefits............5 Notes to Financial Statements.........................................6 Supplemental Schedule Schedule H, Line 4i--Schedule of Assets (Held at End of Year)........10 Signatures....................................................................11 Exhibit 23 - Consent of Independent Auditors..................................12 2 ERNST & YOUNG Ernst & Young, LLP Phone:(414) 273-5900 111 East Kilbourn Avenue Fax: (414) 223-7200 Milwaukee, Wisconsin 53202 www.ey.com Report of Independent Auditors The Administrative Committee American Medical Security Retirement Savings Plan We have audited the accompanying statements of net assets available for benefits of American Medical Security Retirement Savings Plan as of December 31, 2000 and 1999, and the related statement of changes in net 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. 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 net assets available for benefits of the Plan at December 31, 2000 and 1999, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2000, is presented for purposes of additional analysis and is not a required part of the financial statements but is 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 schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP March 2, 2001 Ernst & Young LLP is a member of Ernst & Young International, Ltd. 3 American Medical Security Retirement Savings Plan Statement of Net Assets Available for Benefits
DECEMBER 31 2000 1999 ------------------------------------- ASSETS Investments, at fair value (NOTE 3): Mutual funds $45,034,467 $45,444,071 Common stock of American Medical Security Group, Inc. 254,806 148,412 Participant loans receivable 984,340 694,086 ------------------------------------- Net assets available for benefits $46,273,613 $46,286,569 =====================================
SEE ACCOMPANYING NOTES. 4 American Medical Security Retirement Savings Plan Statement of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31 2000 1999 -------------------------------------- Investment income (loss): Net realized and unrealized appreciation (depreciation) in fair value of investments (NOTE 3) $ (2,471,486) $ 2,819,876 Interest and dividends 49,824 3,359,109 -------------------------------------- (2,421,662) 6,178,985 Less investment expense 149,435 130,128 -------------------------------------- (2,571,097) 6,048,857 Contributions: Employers' 1,934,006 2,498,761 Employees' 5,028,871 6,684,527 -------------------------------------- 6,962,877 9,183,288 Other 8,375 - -------------------------------------- Total additions 4,400,155 15,232,145 Benefits paid 4,413,111 5,906,055 -------------------------------------- Net increase (decrease) (12,956) 9,326,090 Net assets available for benefits at beginning of year 46,286,569 36,960,479 -------------------------------------- Net assets available for benefits at end of year $46,273,613 $46,286,569 ======================================
SEE ACCOMPANYING NOTES. 5 American Medical Security Retirement Savings Plan Notes to Financial Statements December 31, 2000 1. DESCRIPTION OF THE PLAN The following description of the American Medical Security Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a complete description of the Plan's provisions. GENERAL The Plan is a contributory defined contribution plan covering all full-time and part-time employees of American Medical Security Group, Inc. (AMSG) and its subsidiaries, American Medical Security, Inc. and Nurse Healthline, Inc. (collectively AMSG, the Company or Employer). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). PLAN CHANGES On May 1, 1999, the Plan introduced an option to allow participants to invest in the common stock of AMSG. PARTICIPATION AND VESTING Employees are eligible to become contributing participants in the Plan and receive matching contributions on the first of the following month after reaching the age of eighteen and after 30 days of eligible service. Participants are eligible for Company profit-sharing contributions after six months of service. Participants must have worked 1,000 hours in a Plan year to receive a profit-sharing contribution. Effective January 1, 2001, employees with 30 days of service that are employed on the last day of the Plan year will be entitled to receive profit-sharing contributions for the Plan year. Participants are immediately vested in their contributions plus actual earnings thereon. Effective January 1, 2000, new participants do not vest in Company contributions until three years of service, at which time they become fully vested. Participants in the Plan prior to January 1, 2000, vest in Company contributions according to the following schedule (1,000 hours of service are required to constitute a year of vesting service): Years of Vesting Service Vesting Percentage ----------------------------------- ------------------------- 1 0% 2 30 3 100 6 American Medical Security Retirement Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) The nonvested portion of the Company's profit sharing and matching contributions are forfeited when a participant terminates employment. Profit-sharing forfeitures are allocated to the remaining Plan participants, while matching contribution forfeitures are used to reduce future matching contributions. During 2000 and 1999, the Company utilized forfeited amounts of $75,000 and $77,000, respectively, to offset the required matching contribution. CONTRIBUTIONS, WITHDRAWALS AND LOANS Plan participants are permitted to make contributions on a before-tax basis each payroll period of 2% to 18% of base compensation and subject to a maximum amount allowed by the Internal Revenue Code (IRC). Participants can change their before-tax contribution percentage each quarter. Effective January 1, 2000, the Company contributes 60% of the first 6% of compensation that a participant contributes to the Plan. Prior to January 1, 2000, the Company matched contributions at 50% of the first 6% of compensation that a participant contributed to the Plan. Additional amounts may be contributed at the option of the Company. Distributions due to retirement, death, permanent disability and termination of employment are provided for as defined within the Plan. Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of the lesser of one-half of their vested account balance or $50,000. The loan is secured by the balance in the participant's account and bears interest at a rate commensurate with prevailing rates as determined by the Plan administrator. Principal and interest are repaid through payroll deductions. TERMINATION OF THE PLAN The Company has established the Plan with the intention and expectation that the Employer will be able to make contributions indefinitely, but the Employer neither is nor shall be under any obligation or liability whatsoever to maintain the Plan for any given length of time. The Company retains the right to modify or terminate the Plan at any time, but may not retroactively reduce the share of any participant or cause the Plan's assets to revert to the Company unless required by law. In the event of termination, the balance of each participant's account would become fully vested, and all assets would be distributed to the participants and beneficiaries 7 American Medical Security Retirement Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) EXPENSES Administrative expenses of the Plan are paid from Plan assets. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INVESTMENT VALUATION AND ACCOUNTING METHOD The Plan's financial statements are prepared on the accrual basis of accounting. The Plan's investments are stated at fair value. The fair value of mutual fund shares and AMSG common stock are based on the quoted market values on the last business day of the Plan year. Participant loans are stated at their unpaid principal balance, which approximates fair value. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates that affect the amounts reported in the Plan's financial statements and accompanying notes. Actual results could differ from these estimates. 3. INVESTMENTS The following individual investments represent more than 5% of the Plan's net assets available for benefits:
DECEMBER 31 2000 1999 --------------------------------- Investments at fair value as determined by quoted market price: Hotchkis & Wiley International Fund $ - $ 3,130,074 MCM Stable Value Fund 5,114,719 5,029,845 Scudder Growth & Income Fund 8,369,765 9,103,267 Warburg Pincus Emerging Growth Fund 6,807,042 7,680,510 Lazard Small Cap Fund - 2,442,640 Lexington Worldwide Emerging Markets Fund - 2,534,491 Alleghany Montag & Caldwell Growth Fund 11,144,704 12,582,088 Mercury HW International Value 3,824,071 - Neuberger Berman Genesis Trust 3,735,904 -
8 American Medical Security Retirement Savings Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) The Plan's investments, including gains and losses on investments bought, sold and held during the year, appreciated (depreciated) in fair value as follows:
DECEMBER 31 2000 1999 ------------------------------------ Mutual funds $(2,484,095) $2,866,445 Common stock of American Medical Security Group, Inc. 12,609 (46,569) ------------------------------------ $(2,471,486) $2,819,876 ====================================
4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated May 11, 2000 stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related trust is not subject to tax under present income tax law. The Plan administrator is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. Subsequent amendments to the Plan have been structured to, and are intended to maintain the Plan's qualified status. 5. TRANSACTIONS WITH PARTIES IN INTEREST Investment fees incurred are paid by participants. In addition, certain services are provided by the Plan sponsor at no cost to the Plan. 9 American Medical Security Retirement Savings Plan Employer Identification Number 39-1431799 Plan Number 001 Schedule H, Line 4I - Schedule of Assets (Held at End of Year) December 31, 2000
IDENTITY OF ISSUER, BORROWER/ UNITS/ CURRENT DESCRIPTION OF INVESTMENT SHARES VALUE - ------------------------------------------------------------------------------------------------------------- American Century - International Growth Investor 19,150 $ 209,309 Dreyfus Appreciation - 6 Dreyfus GNMA Fund 56,399 809,891 Dreyfus S&P 500 18,517 712,726 Gabelli Equity Income 3,787 56,466 Loomis Sayles Bond Fund Institutional 100,979 1,116,828 Mercury HW International Value 155,577 3,824,071 Alleghany Montag & Caldwell Growth Fund 400,456 11,144,704 Montgomery Emerging Markets 1 5 MCM Stable Value Advisory 439,939 5,114,719 INVESCO Small Company Growth 16,810 258,033 Janus Twenty Fund 10,106 553,807 Neuberger Berman Genesis Trust 139,660 3,735,904 Pilgrim Worldwide Emerging Markets 164,540 1,314,672 Scudder Growth & Income Fund 346,575 8,369,765 Warburg Pincus Emerging Growth Fund 189,611 6,807,042 Warburg Pincus Global Fixed Income 103,658 1,006,518 American Medical Security Group, Inc. common stock* 45,620 254,807 Participant loans receivable 984,340 984,340 --------------------- $46,273,613 =====================
*Represents a party in interest to the Plan. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the American Medical Security Retirement Savings has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. DATE: June 8, 2001 AMERICAN MEDICAL SECURITY RETIREMENT SAVINGS PLAN /S/ GARY D. GUENGERICH Gary D. Guengerich American Medical Security Retirement Savings Plan Administrative Committee Member 11 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-75477) pertaining to the American Medical Security Retirement Savings Plan of American Medical Security Group, Inc. of our report dated March 2, 2001, with respect to the financial statements and schedules of the American Medical Security Retirement Savings Plan included in the Annual Report (Form 11-K) for the year ended December 31, 2000. /s/ ERNST & YOUNG LLP Milwaukee, WI June 8, 2001 12 -----END PRIVACY-ENHANCED MESSAGE-----