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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrantx
Filed by a party other than the registranto
Check the appropriate box:
o Preliminary proxy statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive proxy statement
o Definitive additional materials
o Soliciting material pursuant to Rule 14a-12
AMERICAN PHYSICIANS CAPITAL, INC. (Name of Registrant as Specified in Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of filing fee (Check the appropriate box):
x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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Sincerely, | |
AMERICAN PHYSICIANS CAPITAL, INC. | |
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R. Kevin Clinton, President and | |
Chief Executive Officer |
March 29, 2006
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(1) | To elect three Class II directors to serve until the 2009 annual meeting of shareholders; | |
(2) | To ratify the appointment of BDO Seidman, LLP, our independent registered public accounting firm, to audit our consolidated financial statements for 2006; and | |
(3) | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
By Order of the Board of Directors, | |
![]() | |
ANNETTE E. FLOOD | |
Secretary |
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1. | Q: Who may vote? |
A: | Shareholders of our common stock as of the close of business on the record date of March 10, 2006 are entitled to vote at the Annual Meeting. Our common stock is our only class of outstanding voting securities. |
2. | Q: What am I voting on? |
A: | You are being asked to vote on the election of three Class II directors to serve until the 2009 annual meeting of shareholders. You are also being asked to ratify the appointment of BDO Seidman, LLP as our independent registered public accounting firm to audit our consolidated financial statements for 2006. |
3. | Q: When and where will the Annual Meeting be held? |
A: | The meeting will be held at 9:00 a.m. Eastern Daylight Time on April 27, 2006 at our headquarters located at 1301 North Hagadorn Road, East Lansing, Michigan 48823. |
4. | Q: What is the difference between a shareholder of record and a beneficial owner? |
A: | You are considered a shareholder of record if your shares are registered directly in your name with our transfer agent (Illinois Stock Transfer Company). The proxy statement, proxy card and annual report are being mailed directly to you. Whether or not you plan to attend the Annual Meeting, we urge you to vote your proxy card either by telephone, Internet or by mail to ensure that your vote is counted. |
You are considered a beneficial owner if your shares are held in a stock brokerage account or by a bank or other nominee. This is also commonly referred to as holding shares in “street name.” The proxy statement, annual report and a vote instruction card have been forwarded to you by your broker, bank or nominee who is considered, with respect to your shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by using the vote instruction card included in the mailing. You are also invited to attend the Annual Meeting. However, since as a beneficial owner you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a legal proxy from your bank, broker or other agent or nominee. |
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5. | Q: How do I cast my vote? |
A: | There are four different ways you may cast your vote this year. You may vote by: |
(1) | telephone,using thetoll-free number listed on each proxy card (if you are a shareholder of record) or vote instruction card (if you are a beneficial owner of your shares). Please follow the instructions on your proxy or vote instruction card. If you vote using the telephone, you do not need to mail in your proxy card; | |
(2) | Internet,go to the voting site at http:/www.illinoisstocktransfer.com, click on the heading “Internet Voting” and follow the instructions on the screen. When prompted for your Voter Control Number, enter the number printed just above your name on the front of the proxy card. If you vote using the Internet, you do not need to mail in your proxy card; | |
(3) | signing, dating and mailingeach proxy card or vote instruction card and returning it in the envelope provided; or | |
(4) | attending the Annual Meetingand voting in person if you are a shareholder of record or, if you are a beneficial owner and have a legal proxy from the shareholder of record. |
Shareholders who hold their shares in “street name” will need to obtain a voting instruction form from the institution that holds their shares and must follow the voting instructions given by that institution. |
6. | Q: How do I vote if I attend the Annual Meeting? |
A: | If you are a shareholder of record, you can attend the Annual Meeting and vote in person the shares you hold directly in your name. If you choose to do that, please bring the enclosed proxy card or proof of identification. If you want to vote in person at our Annual Meeting and you hold our common stock through a bank, broker or other agent or nominee, you must obtain a power of attorney or other proxy authority from that organization and bring it to our Annual Meeting. Follow the instructions from your bank, broker or other agent or nominee included with these proxy materials, or contact your bank, broker or other agent or nominee to request a power of attorney or other proxy authority. If you vote in person at the Annual Meeting, you will revoke any prior proxy you may have submitted. |
7. | Q: How do I revoke or change my vote? |
A: | You may revoke your proxy and change your vote at any time prior to voting at the Annual Meeting by: |
(1) | notifying our corporate Secretary in writing; | |
(2) | voting by telephone or Internet (prior to Tuesday, April 25, 2006 at 11:59 p.m. Eastern Daylight Time), since only your latest vote will be counted; | |
(3) | signing and returning, prior to the Annual Meeting, another proxy card that is dated after the date of the vote (by telephone, Internet or proxy card) you wish to revoke or change; or | |
(4) | voting in person at the Annual Meeting (if you are a shareholder of record or have a legal proxy from a shareholder of record). |
If your shares are held in street name, you must contact your broker or nominee to revoke your proxy. |
8. | Q: How many shares can vote at the Annual Meeting? |
A: | As of the record date, 8,286,682 shares of our common stock were outstanding. Every shareholder of common stock is entitled to one vote for each share held. |
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9. | Q: What is a “quorum”? |
A: | A “quorum” is the number of shares that must be present, in person or by proxy, in order for business to be transacted at the meeting. The required quorum for the Annual Meeting is a majority of the shares outstanding on the record date. There must be a quorum present for the meeting to be held. All shares represented at the Annual Meeting in person or by proxy (including those voted by telephone or Internet) will be counted toward the quorum. |
10. | Q: Who will count the vote? |
A: | A representative from the Illinois Stock Transfer Company, our transfer agent, will count the votes and act as inspector of election. |
11. | Q: Who can attend the Annual Meeting? |
A: | All shareholders who owned shares on March 10, 2006, may attend. Please indicate that you plan to attend by checking the box on your proxy card or vote instruction card, or pressing the appropriate key if voting by telephone or by Internet. |
12. | Q: How will the voting on any other business be conducted? |
A: | If any other business is properly presented at the Annual Meeting, R. Kevin Clinton and Frank H. Freund, officers of the Company and the named proxies, generally will have authority to vote your shares voted on the Company’s proxy card on such matters in their discretion. |
13. | Q: How is my proxy tabulated if I sign and date my proxy card but do not |
A: | If you do not indicate on the proxy card how you want your votes cast, the proxies (Mr. Clinton or Mr. Freund, as your representatives) will vote your shares FOR all of the nominees for director listed in the proxy card and FOR the ratification of the appointment of the independent registered public accounting firm. |
14. | Q: Will my shares be voted if I do not sign and return my proxy card or vote by telephone or Internet? |
A: | If your shares are held in street name, your brokerage firm may either vote your shares on “routine matters” (such as an election of directors or the ratification of independent registered public accounting firm) or leave your shares unvoted. We encourage you to provide instructions to your brokerage firm by completing the vote instruction form that they send to you. This enables your shares to be voted at the meeting as you direct. |
If you are a shareholder of record and do not vote your proxy by telephone, Internet, mail or vote your shares in person at the Annual Meeting, your shares will not be voted. |
15. | Q: Who pays the cost of the solicitation of proxies? |
A: | The cost of solicitation of proxies by the Board of Directors, including the preparation, assembly, printing and mailing of this proxy statement and any additional materials furnished to our shareholders, will be borne by the Company. Proxies will be solicited primarily by mail and may also be solicited by directors, officers and other employees of the Company without additional compensation. Copies of solicitation material will be furnished to banks, brokerage houses and other agents holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to these beneficial owners. In addition, if asked, we will reimburse these persons for their reasonable expenses in forwarding the solicitation material to the beneficial owners. The Company has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares they hold of record. |
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Name | Number of Shares(1) | % of Class | ||||||
Billy B. Baumann, M.D.(2) | 42,600 | * | ||||||
Thomas R. Berglund, M.D. | 40,852 | * | ||||||
R. Kevin Clinton(3) | 166,997 | 2.0 | ||||||
Daniel L. Gorman(4) | 172,385 | 2.1 | ||||||
AppaRao Mukkamala, M.D.(5) | 44,974 | * | ||||||
D. Joseph Olson | 750 | * | ||||||
Spencer L. Schneider(6) | 30,580 | * | ||||||
Lloyd A. Schwartz | 22,200 | * | ||||||
Joseph D. Stilwell(7) | 705,980 | 8.5 | ||||||
Larry W. Thomas | 0 | — | ||||||
Annette E. Flood | 50,500 | * | ||||||
Frank H. Freund(8) | 142,000 | 1.7 | ||||||
All current executive officers and directors as a group (11 persons)(2)(3)(4)(5)(6)(7)(8) | 1,419,818 | 16.4 | ||||||
Dimensional Fund Advisors Inc.(9) | 752,291 | 9.1 | ||||||
Stilwell Value Partners V, L.P., Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value LLC(7) | 705,980 | 8.5 | ||||||
JPMorgan Chase & Co.(10) | 514,324 | 6.2 | ||||||
EARNEST Partners, LLC(11) | 500,778 | 6.0 |
* | Less than one percent. | |
(1) | Includes shares that may be acquired upon exercise of options granted by the Company by the following persons: Dr. Baumann — 18,000 shares; Mr. Schwartz — 13,000 shares; Mr. Freund — 127,500 shares; Mr. Clinton — 126,000 shares; Ms. Flood — 50,000 shares; and all current executive officers and directors as a group — 334,500 shares. | |
(2) | Includes 17,600 shares of Common Stock held of record by the Rachel A. Baumann Revocable Living Trust U/ A dated November 22, 1982, of which Dr. Baumann has power of attorney. Also includes 1,000 shares of Common Stock held of record by Rachel A. Baumann in her Individual Retirement Account, and 1,000 shares are held jointly with Dr. Baumann’s aunt as to which Dr. Baumann has right of survivorship. | |
(3) | Includes 5,268 shares of Common Stock held of record by Marilyn J. Clinton in her Individual Retirement Account. Also includes 1,000 shares held in Mr. Clinton’s children’s Irrevocable Trusts. Mr. Clinton has voting and dispositive power with respect to the shares held by his wife and children. | |
(4) | Includes 25,000 and 55,000 shares of Common Stock that were subjected to pre-paid variable forward sale contracts with Bear Stearns & Co. on December 23, 2004 and June 20, 2005, |
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respectively. The shares under the December 23, 2004 contract secure Mr. Gorman’s obligation to deliver a maximum of 25,000 shares of Common Stock or their cash equivalent on December 21, 2007. The shares under the June 20, 2005 contract secure Mr. Gorman’s obligation to deliver a maximum of 55,000 shares of Common Stock or their cash equivalent on June 20, 2008. Mr. Gorman continues to share dispositive rights as to these shares, but no longer retains the voting rights as these shares have been borrowed under the terms of the contract. | ||
(5) | Includes 17,000 shares of Common Stock held of record by the Mukkamala Family Ltd. Partnership, a limited partnership of which Dr. Mukkamala is the general partner and has sole dispositive and voting power with respect to these shares. | |
(6) | Includes 30,000 shares of Common Stock which may be acquired upon exercise of an option granted by Stilwell Value Partners V, L.P. | |
(7) | The Stilwell Group has represented to the Company that it currently beneficially owns 705,980 shares of the Company’s common stock. Joseph Stilwell and the named entities share the voting and dispositive power with respect to all of the shares they own. 30,000 of the shares reflected in the table are subject to an option to purchase held by Spencer Schneider. See footnote (6) above. The amount reflected in the table also includes shares held by Mr. Schneider (580 shares) and John Stilwell (2,200 shares), as Joseph Stilwell has voting power with respect to these shares. The business address of Stilwell Value Partners V, L.P., Stilwell Associates, L.P., Stilwell Partners, L.P., Stilwell Value LLC and Joseph Stilwell is 26 Broadway, 23rd Floor, New York, New York 10004. See “Election of Directors — Stilwell Standstill Agreement.” | |
(8) | Includes 300 shares of Common Stock held of record by Mr. Freund’s children. | |
(9) | Based on information contained in a Form 13G filed on February 6, 2006, with information as of December 31, 2005. Dimensional Fund Advisors Inc. is a registered investment advisor which has sole voting and dispositive power with respect to all of the shares shown in the table. The business address of Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401. |
(10) | Based on information contained in a Form 13G filed on February 10, 2006, with information as of December 31, 2005. JPMorgan Chase & Co. is the parent holding company which has the sole voting power with respect to 462,824 shares and sole dispositive power with respect to 503,824 shares. The business address of JPMorgan Chase & Co. is 270 Park Avenue, New York, New York 10017. |
(11) | Based on information contained in a Form 13G filed on February 14, 2006, with information as of December 31, 2005. EARNEST Partners, LLC is a registered investment advisor which has the sole and shared voting power with respect to 168,078 shares and 77,500 shares, respectively, and has sole dispositive power with respect to all of the shares shown in the table. The business address of EARNEST Partners, LLC is 75 Fourteenth Street, Suite 2300, Atlanta, Georgia 30309. |
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AUDIT COMMITTEE: | BILLY B. BAUMANN, M.D., CHAIR D. JOSEPH OLSON SPENCER L. SCHNEIDER LLOYD A. SCHWARTZ, CPA |
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Long-Term | ||||||||||||||||||||
Compensation | ||||||||||||||||||||
Awards | ||||||||||||||||||||
Annual | ||||||||||||||||||||
Compensation | Securities | |||||||||||||||||||
Underlying | All Other | |||||||||||||||||||
Fiscal | Salary | Bonus | Options/SARs | Compensation | ||||||||||||||||
Name and Principal Position | Year | $ | $ | (#) | ($)(1) | |||||||||||||||
R. Kevin Clinton | 2005 | $ | 596,865 | $ | 596,865 | 40,000 | $ | 20,820 | ||||||||||||
President and Chief Executive Officer | 2004 | 435,996 | 217,998 | 100,000 | 26,225 | |||||||||||||||
2003 | 349,885 | — | — | 25,570 | ||||||||||||||||
Frank H. Freund | 2005 | 314,437 | 314,437 | — | 20,460 | |||||||||||||||
Executive Vice President, Treasurer | 2004 | 300,000 | 150,000 | — | 25,745 | |||||||||||||||
and Chief Financial Officer | 2003 | 299,931 | — | — | 23,650 | |||||||||||||||
Annette E. Flood | 2005 | 312,790 | 312,790 | 25,000 | 20,560 | |||||||||||||||
Executive Vice President and | 2004 | 200,000 | 100,000 | — | 25,217 | |||||||||||||||
Chief Operating Officer | 2003 | 199,769 | — | — | 23,650 |
(1) | The amounts included in “All Other Compensation” for 2005 paid to or contributed for the Named Officers are as follows: |
Name | 401(k) | Pension | Other (a) | Total | ||||||||||||
R. Kevin Clinton | $ | 8,400 | $ | 10,500 | $ | 1,920 | $ | 20,820 | ||||||||
Frank H. Freund | 8,400 | 10,500 | 1,560 | 20,460 | ||||||||||||
Annette E. Flood | 8,140 | 10,500 | 1,920 | 20,560 |
(a) | This amount represents reimbursement for estimated cellular phone usage in 2005. |
Individual Grants | ||||||||||||||||||||||||
Number of | Potential Realizable Value | |||||||||||||||||||||||
Securities | % of Total | at Assumed Annual Rates | ||||||||||||||||||||||
Underlying | Options | of Stock Price Appreciation | ||||||||||||||||||||||
Options | Granted to | Exercise or | For Option Term(2) | |||||||||||||||||||||
Granted | Employees in | Base Price | Expiration | |||||||||||||||||||||
Name | (#)(1) | Fiscal Year | ($/Sh) | Date | 5%($) | 10%($) | ||||||||||||||||||
R. Kevin Clinton | 40,000 | 41.9 | $ | 39.75 | 8/3/2015 | $ | 2,589,942 | $ | 4,124,051 | |||||||||||||||
Frank H. Freund | — | — | — | — | — | — | ||||||||||||||||||
Annette E. Flood | 25,000 | 26.2 | $ | 39.75 | 8/3/2015 | 1,618,714 | 2,577,532 |
(1) | All of these options, which were granted pursuant to the Company’s Stock Compensation Plan, become exercisable as follows: 33% on August 3, 2006; 33% on August 3, 2007; and 34% on August 3, 2008, and immediately in the event of a change in control of the Company, termination due |
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to death or disability or if the vesting restrictions are otherwise waived by the Compensation Committee. | |
(2) | Represents the value of such option at the end of its10-year term (without discounting to present value), assuming the market price of the Common Stock appreciates from the exercise price beginning on the grant date at an annually compounded rate of 5% or 10%. These amounts represent assumed rates of appreciation only. Actual gains, if any, will be dependent on overall market conditions and on the future performance of the Common Stock. There can be no assurance that the price appreciation reflected in this table will be achieved. |
Value of Exercisable and | ||||||||||||||||||||||||
Number of Exercisable and | Unexercised In-the-Money | |||||||||||||||||||||||
Unexercised Options/SARs | Options/SARs At Fiscal | |||||||||||||||||||||||
Shares | Value | at Fiscal Year End(#) | Year End($)(2) | |||||||||||||||||||||
Acquired on | Realized | |||||||||||||||||||||||
Name | Exercise(#) | ($)(1) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
R. Kevin Clinton | — | — | 93,000 | 107,000 | $ | 2,321,250 | $ | 1,866,350 | ||||||||||||||||
Frank H. Freund | 17,500 | 488,775 | 127,500 | — | 3,457,675 | — | ||||||||||||||||||
Annette E. Flood | — | — | 50,000 | 25,000 | 1,342,700 | 151,000 |
(1) | Value was determined by the difference between the option exercise price and the market price of the common stock at the date of exercise. |
(2) | Value was determined by multiplying the number of shares subject to an option by the difference between the closing price of the Common Stock at the end of 2005 on The Nasdaq Stock Market and the option exercise price. |
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Executive | Title | Base Salary | ||||
R. Kevin Clinton | President and Chief Executive Officer | $ | 622,800 | |||
Annette E. Flood | Executive Vice President and Chief Operating Officer | $ | 326,970 | |||
Frank H. Freund | Executive Vice President, Treasurer and Chief Financial Officer | $ | 326,970 |
• | a lump-sum payment of 24 months of the then-current base salary; | |
• | bonus payments equal to 150% of the greater of (a) the full year bonus at 100% target for the calendar year in which termination occurs or (b) the average of his or her last two annual bonuses; | |
• | a lump sum payment of 18 times the then current monthly medical and dental coverage premiums (medical and dental insurance benefits are terminated upon termination of employment); | |
• | a $4,000 benefit payment to be applied toward the purchase of terminated disability, life and other insurance coverages; and | |
• | payouts of awards under long-term incentive plans, 401(k) plans and other benefit plans, in accordance with plan provisions, as well as earned but unused paid time off. |
• | termination by the Company without cause; | |
• | permanent relocation of the executive more than 90 miles from the executive’s principal place of employment without the employee’s consent; | |
• | a material reduction of the executive’s duties and responsibilities; or | |
• | a reduction in the executive’s annual base salary. |
• | the sale by the Company of all or substantially all of its assets; | |
• | the sale, exchange or other disposition of the Company of more than 50% of the Company’s outstanding stock, other than by sale, exchange or disposition of the common stock from a stock offering sponsored or initiated by the Company or its Board of Directors; | |
• | the merger or consolidation of the Company in which the Company’s shareholders receive less than 50% of the outstanding voting stock of the new or continuing entity; or | |
• | a change of more than 50% of the directors of the Company’s Board of Directors, other than pursuant to nomination by a majority of the directors continuing in office. |
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COMPENSATION COMMITTEE: | Lloyd A. Schwartz, Chair |
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![(PERFORMANCE GRAPH)](https://capedge.com/proxy/DEF 14A/0000950124-06-001560/k03700dk0370002.gif)
12/31/00 | 12/31/01 | 12/31/02 | 12/31/03 | 12/31/04 | 12/31/05 | ||||||||||
AMERICAN PHYSICIANS | Return% | 31.32 | -13.52 | -2.18 | 95.78 | 27.14 | |||||||||
CAPITAL, INC | Cum $ | 100.00 | 131.32 | 113.57 | 111.09 | 217.50 | 276.54 | ||||||||
NASDAQ Composite-NDQ | Return% | -20.79 | -31.24 | 50.79 | 9.16 | 2.12 | |||||||||
Cum $ | 100.00 | 79.21 | 54.46 | 82.12 | 89.65 | 91.54 | |||||||||
SIC CODE PEER GROUP | Return% | -11.45 | -18.18 | 20.65 | 7.59 | 9.60 | |||||||||
Cum $ | 100.00 | 88.55 | 72.45 | 87.41 | 94.04 | 103.07 | |||||||||
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By Order of the Board of Directors, | |
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ANNETTE E. FLOOD | |
Secretary |
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————————————————————TO VOTE BY MAIL————————————————————
To vote by mail, complete both sides, sign and date the proxy card below. Detach the card below and return it in the envelope provided.
—————————————————————TO VOTE BY INTERNET —————————————————————
Your Internet vote is quick, confidential and your vote is immediately submitted. Just follow these easy steps:
1. | Read the accompanying Proxy Statement. | |
2. | Visit our Internet voting Site athttp://www.illinoisstocktransfer.com, click on the heading “Internet Voting” and follow the instructions on the screen. | |
3. | When prompted for your Voter Control Number, enter the number printed just above your name on the front of the proxy card. |
this site. Please call your software or Internet provider for further information if needed.
If You Vote By INTERNET, Please Do Not Return Your Proxy Card By Mail
——————————————————TO VOTE BY TELEPHONE——————————————————
Your telephone vote is quick, confidential and immediate. Just follow these easy steps:
1. | Read the accompanying Proxy Statement. | |
2. | Using a Touch-Tone telephone, call Toll Free 1-800-555-8140 and follow the instructions. | |
3. | When asked for your Voter Control Number, enter the number printed just above your name on the front of the proxy card below. |
If You Vote By TELEPHONE, Please Do Not Return Your Proxy Card By Mail
REVOCABLE PROXY AMERICAN PHYSICIANS CAPITAL, INC.
Proposal 1. ELECTION OF DIRECTORS -
oFOR ALL NOMINEES
CLASS II NOMINEES: 01 Billy B. Baumann 02 R. Kevin Clinton 03 Larry W. Thomas
(Instructions: To withhold authority to vote for any individual nominee, write that nominee’s name in space provided below.)
Proposal 2. Ratification of the appointment of BDO Seidman, LLP as independent registered public accounting firm for 2006.
o FOR o AGAINST oABSTAIN
(to be signed on the other side)
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![(APCapital Logo)](https://capedge.com/proxy/DEF 14A/0000950124-06-001560/k03700dz03700eo1.gif)
cordially invite you to attend our
Annual Meeting of Shareholders
Thursday, April 27, 2006, 9:00 a.m. edt
APCapital’s Headquarters
1301 North Hagadorn Road, East Lansing, Michigan
See the reverse side of this sheet for instructions.
IF YOU ARENOT VOTING BY TELEPHONE OR BY INTERNET, COMPLETE BOTH SIDES OF PROXY CARD,
DETACH AND RETURN IN THE ENCLOSED ENVELOPE TO:
209 West Jackson Boulevard, Suite 903
Chicago, Illinois 60606
DETACH PROXY CARD HERE | DETACH ATTENDANCE CARD HERE AND MAIL WITH PROXY CARD |
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![(APCapital Logo)](https://capedge.com/proxy/DEF 14A/0000950124-06-001560/k03700dz03700eo1.gif)
I/We plan to attend | ||
the Annual Meeting. |
__________________________________