SECURITIES AND EXCHANGE COMMISSION
Form 10-K/A
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the Fiscal Year Ended December 31, 2003 | ||
o | 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: 000-32057
American Physicians Capital, Inc.
Michigan | 38-3543910 | |
| (State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
1301 North Hagadorn Road, East Lansing, Michigan 48823
Registrant’s telephone number, including area code: (517) 351-1150
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in a definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes þ No o
The aggregate market value of the Common Stock held by non-affiliates of the Registrant as of June 30, 2003, based on $24.48 per share (the last sale price for the Common Stock on such date as reported on the Nasdaq Stock Market’s National Market), was approximately $176.3 million. For purposes of this computation only, all executive officers, directors and 10% beneficial owners of the Registrant are assumed to be affiliates.
As of February 24, 2004 the Registrant had 8,485,347 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement pertaining to the 2004 Annual Meeting of Shareholders (the “Proxy Statement”) to be filed pursuant to Regulation 14A are incorporated by reference into Part III.
1
| Item 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K |
(a)(1) and (2)
Financial Statements:
| Report of independent auditors | |
| Consolidated balance sheets as of December 31, 2003 and 2002 | |
| Consolidated statements of income for the years ended December 31, 2003, 2002 and 2001 | |
| Consolidated statements of shareholders’ equity and comprehensive income for the years ended December 31, 2003, 2002 and 2001 | |
| Consolidated statements of cash flows for the years ended December 31, 2003, 2002 and 2001 | |
| Notes to consolidated financial statements |
Financial Statement Schedules:
| II. Condensed financial information of registrant | |
| III. Supplementary insurance information |
All other schedules for which provision is made in Regulation S-X either (i) are not required under the related instructions or are inapplicable and, therefore, have been omitted, or (ii) the information required is included in the consolidated financial statements or the notes thereto that are a part hereof.
(a)(3) The exhibits included as part of this report are listed in the attached Exhibit Index, which is incorporated herein by reference.
(b) Reports on Form 8-K
During the three months ended December 31, 2003, the following reports on Form 8-K were filed by the Company:
Current Report on Form 8-K filed October 30, 2003 disclosing under Items 5 and 7 completion of a trust preferred pool transaction.
Current Report on Form 8-K filed November 7, 2003 disclosing under Items 7 and 12 the issuance of a press release announcing a delay in the release of financial results for the third quarter of 2003.
Current Report on Form 8-K filed November 12, 2003 disclosing under Items 9 and 12 the issuance of a press release announcing financial results for the three and nine months ended September 30, 2003 and certain other financial information.
Current Report on Form 8-K filed November 13, 2003 disclosing under Items 9 and 12 the issuance of a press release announcing financial results for the three and nine months ended September 30, 2003 and certain other financial information.
Current Report on Form 8-K/ A filed November 14, 2003 disclosing under Item 12 the issuance of a press release announcing financial results for the three and nine months ended September 30, 2003 and certain other financial information.
Current Report on Form 8-K filed November 25, 2003 disclosing under Items 5 and 7 the issuance of a press release announcing the engagement of a financial advisor and the issuance of a press release announcing the unwinding of a recent trust preferred securities issuance.
Current Report on Form 8-K filed December 3, 2003 disclosing under Items 5 and 7 the issuance of a press release announcing the intended retirement of its Chief Executive Officer.
Current Report on Form 8-K filed December 23, 2003 disclosing under Items 5 and 7 the issuance of a press release announcing the appointment of a new President and Chief Executive Officer.
There were no financial statements filed with these Forms 8-K.
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment No. 1 to be signed on its behalf by the undersigned thereunto duly authorized, on March 19, 2004.
| AMERICAN PHYSICIANS CAPITAL, INC. |
| By: | /s/ FRANK H. FREUND |
| Frank H. Freund | |
| Its: Executive Vice President, Treasurer, Chief Financial Officer and principal accounting officer |
3
The following documents are filed as part of this report. Those exhibits previously filed and incorporated herein by reference are identified below. Exhibits not required for this report have been omitted. APCapital’s commission file number is 000-32057.
| Exhibit | ||||
| Number | Description | |||
| 2.1 | Plan of Conversion, dated June 28, 2000, as amended September 22, 2000(2) | |||
| 3.1 | Articles of Incorporation(2) | |||
| 3.2 | Amended and Restated Bylaws, as amended May 7, 2003(8) | |||
| 4.1 | Indenture relating to Floating Rate Junior Subordinated Deferrable Interest Debentures Dated as of May 15, 2003(8) | |||
| 4.2 | Indenture relating to Floating Rate Junior Subordinated Debt Securities Dated as of May 22, 2003(8) | |||
| *10.1 | American Physicians Capital, Inc. Stock Compensation Plan(3) | |||
| 10.2 | Stock Purchase Agreement, dated August 31, 1999, by and among American Physicians and William B. Cheeseman and William J. Gaugier(2) | |||
| 10.3 | First Amendment, dated October 9, 2000, to Stock Purchase Agreement, dated August 31, 1999, by and among American Physicians, William B. Cheeseman and William J. Gaugier(2) | |||
| 10.4 | Stock Purchase Agreement between Kentucky Medical Insurance Company and Stratton, Cheeseman & Walsh, Inc., dated March 6, 1997(2) | |||
| 10.5 | American Physicians/SCW Sales Agency Agreement (Medical Professional Liability — Michigan Only), dated January 1, 2000(2) | |||
| 10.6 | KMIC Insurance Company Agency Agreement, dated October 13, 1998(2) | |||
| *10.7 | Employment Agreement between William B. Cheeseman and MICOA Management Company, Inc., dated October 27, 1999(4) | |||
| 10.10 | Agency Agreement between American Physicians and Stratton, Cheeseman, Walsh-Nevada, Inc., dated May 25, 1999(2) | |||
| 10.11 | Sub-Agent Agreement between SCW Agency Group, Inc. and Managed Insurance Services, Inc., dated April 11, 2000(2) | |||
| 10.12 | MSMS/American Physicians Marketing Support Agreement, effective January 1, 2000, and American Physicians(2) | |||
| *10.14 | Executive Employment Agreement, dated as of October 11, 2000, between Frank H. Freund and American Physicians(4) | |||
| *10.16 | Executive Employment Agreement, dated as of October 11, 2000, between Margo C. Runkle and American Physicians(4) | |||
| *10.18 | Form of Stock Option Agreement with Directors, dated December 5, 2000(4) | |||
| *10.19 | Form of Stock Option Agreement with Executives, dated December 5, 2000(4) | |||
| *10.20 | Form of Restricted Stock Award with Directors, dated December 5, 2000(4) | |||
| *10.21 | Form of Restricted Stock Award with Executives, dated December 5, 2000(4) | |||
| 10.22 | Standstill Agreement, dated February 20, 2002(5) | |||
| 10.23 | Description of unwritten sublease arrangement between American Physicians and SCW Agency(6) | |||
| *10.24 | Executive Employment Agreement, dated as of May 13, 2002, between Annette Flood and American Physicians(7) | |||
| *10.25 | Executive Employment Agreement, dated as of May 13, 2002, between R. Kevin Clinton and American Physicians(7) | |||
| 10.26 | Amended And Restated Declaration Of Trust Dated As Of May 15, 2003 by and among U.S. Bank National Association, American Physicians Capital, Inc., William B. Cheeseman and Frank H. Freund(7) | |||
4
| Exhibit | ||||
| Number | Description | |||
| 10.27 | Amended And Restated Declaration Of Trust Dated As Of May 22, 2003 of APCapital Trust II(8) | |||
| 10.28 | Placement Agreement, dated April 25, 2003 between the Company, American Physicians Capital Statutory Trust I, FTN Financial Capital Markets and Keefe Bruyette & Woods, Inc.(8) | |||
| 10.29 | Placement Agreement, Dated As Of May 13, 2003, with Sandler O’Neill & Partners L.P.(8) | |||
| 10.30 | Guarantee Agreement Dated As Of May 15, 2003 by and between U.S. Bank National Association and American Physicians Capital, Inc.(8) | |||
| 10.31 | Guarantee Agreement Dated As Of May 22, 2003 by and between Wilmington Trust Company and American Physicians Capital, Inc.(8) | |||
| *10.32 | Executive Employment Agreement, dated as of June 2, 2003, between Thomas Chase and American Physicians Assurance Corporation(8) | |||
| *10.33 | Letter Agreement between William B. Cheeseman and American Physicians Capital, Inc., Dated As Of December 23, 2003(1) | |||
| *10.34 | Consulting Agreement between William B. Cheeseman and American Physicians Capital, Inc., Dated As Of December 23, 2003(1) | |||
| **10.35 | Master Agency Agreement between American Physicians Assurance Corporation and SCW Agency Group, Inc., effective January 1, 2004(1) | |||
| *10.36 | Form of Executive Employment Agreement(1) | |||
| 21.1 | Subsidiaries of APCapital(1) | |||
| 23.1 | Consent of PricewaterhouseCoopers LLP(1) | |||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934(1) | |||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934(1) | |||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934(1) | |||
| * | Current management contracts or compensatory plans or arrangements. |
| ** | Portions of this exhibit have been omitted pursuant to APCapital’s request to the Secretary of the Securities and Exchange Commission for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. |
| (1) | Filed herewith. |
| (2) | Filed as an exhibit to APCapital’s Registration Statement on Form S-1 (no. 333-41136), as amended, and incorporated herein by reference. |
| (3) | Filed as an exhibit to APCapital’s Registration Statement on Form S-8 (no. 333-56428) and incorporated herein by reference. |
| (4) | Filed as an exhibit to APCapital’s 2000 Annual Report on Form 10-K and incorporated herein by reference. |
| (5) | Filed as an exhibit to APCapital’s Current Report on Form 8-K dated February 21, 2002 and incorporated herein by reference. |
| (6) | Filed as an exhibit to APCapital’s 2001 Annual Report on Form 10-K and incorporated herein by reference. |
| (7) | Filed as an exhibit to APCapital’s 2002 Annual Report on Form 10-K and incorporated herein by reference. |
| (8) | Filed as an exhibit to APCapital’s Quarterly Report on Form 10-Q, as amended, for the quarterly period ended June 30, 2003 and incorporated herein by reference. |
5