SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2002
AMERICAN PHYSICIANS CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Michigan 000-32057 38-3543910
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
1301 North Hagadorn Road, East Lansing, Michigan 48823
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 351-1150
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
American Physicians Capital, Inc. (the "Company") has entered into an
agreement, dated February 20, 2002 (the "Agreement"), with Stilwell Value
Partners, L.P. and various affiliated entities and individuals (collectively,
the "Stilwell Group") whereby Spencer L. Schneider, a representative of the
Stilwell Group, will join the Company's Board of Directors immediately and will
be one of the nominees to stand for election at the Company's 2002 annual
meeting for a term expiring in 2005. The Stilwell Group had previously given
notice of its intention to nominate two persons to the Company's Board to be
elected at the 2002 annual meeting and in connection with the Agreement has
withdrawn its nomination notice. The signing of the Agreement and the
appointment of Mr. Schneider were publicly announced on February 20, 2002. A
copy of the press release is attached hereto as Exhibit 99.
The Agreement requires the Company to appoint Mr. Schneider to the
Audit Committee of its Board of Directors and to the board of directors of the
Company's American Physicians Assurance Corporation subsidiary. In addition, the
Company agreed that its Board would consider, in light of all relevant factors,
the Stilwell Group's proposal to expand the Company's current share repurchase
program and repurchase 15% of the Company's outstanding common shares in each of
2002 and 2003. In the event the Company determines to expand its share
repurchase program, the Company will not be required to repurchase shares if the
Board determines in good faith that such action is not in the best interests of
the Company or its shareholders or if any governmental regulatory agency
threatens or commences regulatory action against the Company or any of its
subsidiaries as a result of such repurchases.
The Agreement requires the Stilwell Group during the three year term of
the Agreement to vote all of the Company shares that it beneficially owns (or,
if directed by the Board, pro rata with all other shareholders) for each of the
Company's nominees for election to the Board, for the ratification of the
appointment of independent auditors and, in other matters, in accordance with
the recommendation of the Company's Board. The Stilwell Group has represented
that it currently beneficially owns 480,000 shares of the Company's common
stock.
In addition, the Stilwell Group has agreed not to engage in various
activities, such as (i) initiating a proxy contest to elect persons to the Board
or to approve shareholder proposals, (ii) initiating litigation against the
Company, its directors or officers, (iii) acquiring or retaining more than 5% of
the Company's common stock, or (iv) selling its shares unless such sales are in
the open market and are not to any persons that would beneficially own more than
5% of the Company's outstanding shares.
The Agreement is attached hereto as Exhibit 10 and incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following exhibits are included with this Report:
Exhibit No. Description
10 Standstill Agreement, dated February 20, 2002
99 Press Release, dated February 20, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN PHYSICIANS CAPITAL, INC.
Date: February 21, 2002 By: s/ William B. Cheeseman
--------------------------------------------
Name: William B. Cheeseman
Its: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
10 Standstill Agreement, dated February 20, 2002
99 Press Release, dated February 20, 2002
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