-----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, HMgxwm/llXfuBxELYykImp+W0UZQ0dxHOZ+vS+yuSeHKFIkQWcI3vZ4vzsXlsFp7 OBjABvWV05QgejBdSKWmpw== 0000892917-03-000154.txt : 20031114 0000892917-03-000154.hdr.sgml : 20031114 20031113195416 ACCESSION NUMBER: 0000892917-03-000154 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20031114 GROUP MEMBERS: JOHN G. RICH GROUP MEMBERS: JOSEPH STILWELL GROUP MEMBERS: STILWELL ASSOCIATES LP GROUP MEMBERS: STILWELL VALUE LLC GROUP MEMBERS: STILWELL VALUE PARTNERS III LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FPIC INSURANCE GROUP INC CENTRAL INDEX KEY: 0001010247 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 593359111 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60273 FILM NUMBER: 031000012 BUSINESS ADDRESS: STREET 1: 225 WATER ST STREET 2: STE 1400 CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043545910 MAIL ADDRESS: STREET 1: P O BOX 44033 CITY: JACKSONVILLE STATE: FL ZIP: 32231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STILWELL JOSEPH CENTRAL INDEX KEY: 0001113303 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 26 BROADWAY 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2122695800 MAIL ADDRESS: STREET 1: 26 BROADWAY 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 stil13d-a1103.txt - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 1 of 28 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) FPIC INSURANCE GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE (Title of Class of Securities) 302563101 (CUSIP Number) Mr. Joseph Stilwell 26 Broadway, 23rd Floor New York, New York 10004 (212) 269-5800 with a copy to: Spencer L. Schneider, Esq. 145 Hudson Street New York, New York 10013 (212) 431-7151 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 10, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-(f) or 240.13d-1(g), check the following box. [ ] The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 2 of 28 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- Stilwell Value Partners III, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) - -------------------------------------------------------------------------------- (a) [X] - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- 3. SEC Use Only .................................................................... - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC, OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 0 Shares ----------------------------------------------------------------- Beneficially 8. Shared Voting Power: 645,120 Owned by ----------------------------------------------------------------- Each 9. Sole Dispositive Power: 0 Reporting ----------------------------------------------------------------- Person With 10. Shared Dispositive Power: 645,120 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 645,120 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 6.8% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 3 of 28 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- Stilwell Associates, L.P. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) - -------------------------------------------------------------------------------- (a) [X] - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- 3. SEC Use Only .................................................................... - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC, OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 0 Shares ----------------------------------------------------------------- Beneficially 8. Shared Voting Power: 645,120 Owned by ----------------------------------------------------------------- Each 9. Sole Dispositive Power: 0 Reporting ----------------------------------------------------------------- Person With 10. Shared Dispositive Power: 645,120 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 645,120 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 6.8% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 4 of 28 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- Stilwell Value LLC - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) - -------------------------------------------------------------------------------- (a) [X] - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- 3. SEC Use Only .................................................................... - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC, OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Delaware - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 0 Shares ----------------------------------------------------------------- Beneficially 8. Shared Voting Power: 645,120 Owned by ----------------------------------------------------------------- Each 9. Sole Dispositive Power: 0 Reporting ----------------------------------------------------------------- Person With 10. Shared Dispositive Power: 645,120 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 645,120 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 6.8% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 5 of 28 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- Joseph Stilwell - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) - -------------------------------------------------------------------------------- (a) [X] - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- 3. SEC Use Only .................................................................... - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF, OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 0 Shares ----------------------------------------------------------------- Beneficially 8. Shared Voting Power: 645,120 Owned by ----------------------------------------------------------------- Each 9. Sole Dispositive Power: 0 Reporting ----------------------------------------------------------------- Person With 10. Shared Dispositive Power: 645,120 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 645,120 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 6.8% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 6 of 28 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). - -------------------------------------------------------------------------------- John G. Rich - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) - -------------------------------------------------------------------------------- (a) [X] - -------------------------------------------------------------------------------- (b) - -------------------------------------------------------------------------------- 3. SEC Use Only .................................................................... - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 5,000 Shares ----------------------------------------------------------------- Beneficially 8. Shared Voting Power: 0 Owned by ----------------------------------------------------------------- Each 9. Sole Dispositive Power: 5,000 Reporting ----------------------------------------------------------------- Person With 10. Shared Dispositive Power: 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,000 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): .05% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 7 of 28 - -------------------------------------------------------------------------------- Item 1. Security and Issuer This is the Second Amendment to the Original Schedule 13D which was filed jointly on June 30, 2003 ("Original Schedule 13D), and amended on August 18, 2003 ("First Amendment to Original Schedule 13D"), by Stilwell Value Partners III, L.P., a Delaware limited partnership ("Stilwell Value Partners III"); Stilwell Associates, L.P., a Delaware limited partnership ("Stilwell Associates"); Stilwell Value LLC, a Delaware limited liability company ("Stilwell Value LLC") and the general partner of Stilwell Value Partners III and Stilwell Associates; and Joseph Stilwell, managing and sole member of Stilwell Value LLC; and John G. Rich. All of the filers of this Schedule 13D ("Second Amendment to Original Schedule 13D") are collectively referred to as the "Group". This Second Amendment to Original Schedule 13D relates to the common stock, par value $.10 per share ("Common Stock") of FPIC Insurance Group, Inc. ("Issuer" or "FPIC"). The address of the principal executive offices of the Issuer is 225 Water Street, Suite 1400, Jacksonville, Florida 32202-5147. The amended joint filing agreement of the members of the Group is attached as Exhibit 3. A copy of the power of attorney given by Mr. Rich to Mr. Stilwell is attached as Exhibit 4. Item 2. Identity and Background (a)-(c) This statement is filed by Mr. Stilwell, with respect to the shares of Common Stock beneficially owned by him, including shares of Common Stock held in the names of Stilwell Value Partners III and Stilwell Associates, in Mr. Stilwell's capacity as the managing and sole member of Stilwell Value LLC which is the general partner of Stilwell Value Partners III and Stilwell Associates. The business address of Stilwell Value Partners III, Stilwell Associates, Stilwell Value LLC and Mr. Stilwell is 26 Broadway, 23rd Floor, New York, New York 10004. The principal employment of Mr. Stilwell is investment management. Stilwell Value Partners III and Stilwell Associates are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC is in the business of serving as the general partner of Stilwell Value Partners III, Stilwell Associates and certain other entities involving Mr. Stilwell. This statement is also filed by Mr. Rich with respect to options to purchase shares of Common Stock. Mr. Rich's business address is 111 Broadway, Suite 1303, New York, New York 10006. Mr. Rich is an attorney engaged in the private practice of law. (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 8 of 28 - -------------------------------------------------------------------------------- (e) During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Mr. Stilwell and Mr. Rich are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration The amount of funds expended since the filing of the First Amendment to Original Schedule 13D by Stilwell Value Partners III to acquire the 5,000 shares of Common Stock it purchased since the filing of the First Amendment to Original Schedule 13D is $84,350.00. Such funds were provided in part from Stilwell Value Partners III's available capital and, from time to time, in part by margin account loans from subsidiaries of The Bear Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of business. Stilwell Associates has not purchased any shares of Common Stock since the filing of the First Amendment to Original Schedule 13D. Joseph Stilwell has not purchased any shares of Common Stock since the filing of the Original Schedule 13D. All purchases of shares of Common Stock made by the Group using funds borrowed from Bear Stearns, if any, were made in margin transactions on Bear Stearns' usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Group. Such loans generally bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. Item 4. Purpose of Transaction The purpose of the Group's acquisition of shares of Common Stock is to profit from the appreciation in the market price of the shares of Common Stock through the assertion of shareholder rights. Members of the Group do not believe that the value of the Issuer's assets are adequately reflected in the current market price of the Issuer's shares of Common Stock. The purpose of this Second Amendment to Original Schedule 13D is to report, as further described below, that on November 10, 2003, the Group's nominee, Mr. Rich, became a director of the Issuer and a member of the Issuer's Audit Committee. On August 12, 2003, the Florida Office of Insurance Regulation approved the Group's application to acquire more than 5% of the Issuer's shares of Common Stock. The approval - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 9 of 28 - -------------------------------------------------------------------------------- authorizes the Group to hold board seats and to exercise its shareholders rights, such as communicating with other shareholders and making proposals to the Issuer concerning maximizing shareholder value. (A copy of the Florida Office of Insurance Regulation's approval letter is attached as Exhibit 2.) On November 10, 2003, the Group's nominee, Mr. Rich, became a director of the Issuer and a member of the Issuer's Audit Committee. Mr. Rich serves in the class of directors with terms expiring at the 2005 annual meeting of shareholders. Mr. Rich, an attorney at law, is a member of the New York law firm of Rich Intelisano LLP. Mr. Rich also sits on the Board of Directors of HCB Bancshares, Inc., Camden, Arkansas, as the nominee director of certain members of the Group. In connection with Mr. Rich's election to the Board, the Issuer and members of the Group entered into a confidentiality agreement, a copy of which is attached as Exhibit 5. Also, Stilwell Value Partners III and Mr. Rich entered into a director agreement, a copy of which is attached as Exhibit 6. Members of the Group have met with FPIC's management and support FPIC's stated intention of focusing its resources on its core markets. The Group intends to work with FPIC as it simplifies its corporate structure. The members of the Group oppose FPIC issuing common stock unless such issuance is accretive to FPIC's per share book value and earnings per share. In addition, at such time as is advisable, members of the Group support FPIC repurchasing its shares in order to maximize shareholder. The members of the Group may, in the future, without limitation: (a) communicate and discuss their views with other shareholders and make proposals to the Issuer's Board and management regarding (i) seeking further representation on the Issuer's Board, (ii) repurchasing the Issuer's Common Stock, (iii) issuing equity (although the Group strongly opposes issuing equity below the Issuer's book value), (iv) considering a sale or merger of the Issuer, and/or (v) simplifying the Issuer's corporate and business structure; and/or (b) solicit proxies or written consents from other shareholders of the Issuer with respect to further Board representation or other proposals for shareholder action. Notwithstanding the foregoing and subject to the terms of the aforementioned confidentiality agreement, if at such time as the market price of shares of Common Stock adequately reflects the value of the Issuer's assets, in the Group's opinion, the Group may dispose of its holdings of Common Stock irrespective of the Issuer having taken steps to maximize shareholder value. On May 1, 2000, certain members of the Group (the "Stilwell SPN Group") filed a Schedule 13D in connection with the common stock of Security of Pennsylvania Financial Corp. ("SPN"). Thereafter, the Stilwell SPN Group communicated with management of SPN and scheduled a meeting with senior management in order to discuss maximizing short and long-term value of SPN's assets. On June 2, 2000, prior to the scheduled meeting, SPN and Northeast Pennsylvania Financial Corp. announced the signing of a definitive agreement under which Northeast Pennsylvania Financial Corp. agreed to acquire SPN and the Stilwell SPN Group disposed of its shares of SPN on the open market. - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 10 of 28 - -------------------------------------------------------------------------------- On July 7, 2000, certain members of the Group (the "Stilwell CMRN Group") filed a Schedule 13D in connection with the common stock of Cameron Financial Corporation ("Cameron"). Thereafter the Stilwell CMRN Group exercised its shareholder rights by, among other things, requesting that Cameron management hire an investment banker, demanding Cameron's list of shareholders, meeting with Cameron's management, demanding that Cameron invite the Stilwell CMRN Group's representatives to join the Board, writing to other Cameron shareholders to express their dismay with management's inability to maximize shareholder value and publishing that letter in the local press. On October 6, 2000, Cameron announced that it had entered into an agreement to be acquired by Dickinson Financial Corp. and the Stilwell CMRN Group disposed of its shares of Cameron on the open market. On January 4, 2001, certain members of the Group (the "Stilwell CFIC Group") filed a Schedule 13D in connection with the common stock of Community Financial Corp. ("CFIC"). The Stilwell CFIC Group reported that it acquired the stock of CFIC for investment purposes after CFIC announced the sale of two of its four subsidiary banks and its intention to sell one or more of its remaining subsidiaries. On January 25, 2001, CFIC announced the sale of one of its remaining subsidiaries. The Stilwell CFIC Group then announced its intention to run an alternate slate of directors at the 2001 annual meeting if CFIC did not sell the remaining subsidiary by then. On March 27, 2001, members of the Stilwell CFIC Group wrote to CFIC confirming that CFIC had agreed to meet with one of the Stilwell CFIC Group's proposed nominees to the Board. On March 30, 2001, before the meeting took place, CFIC announced that it had agreed to be merged with First Financial Corporation. The Stilwell CFIC Group, having accomplished its purpose of maximizing shareholder value, announced that it would not seek representation on the Board or solicit proxies for use at the annual meeting. On February 23, 2001, certain members of the Group (the "Stilwell MONT Group") filed a Schedule 13D in connection with the common stock of Montgomery Financial Corporation ("Montgomery"). In its Schedule 13D, the Stilwell MONT Group stated that it acquired the stock of Montgomery for investment purposes and that it believed the value of Montgomery's assets exceeded its current market price. On April 20, 2001, members of the Stilwell MONT Group met with Montgomery's management, suggested to management that it should maximize shareholder value by selling the institution and notified management that it would run an alternate slate of directors at the 2001 annual meeting unless Montgomery entered into a transaction. Eleven days after the Schedule 13D was filed, Montgomery's Board amended its bylaws to require that nominees to its Board must: (a) reside locally, (b) have a loan or deposit relationship with Montgomery's subsidiary bank for at least twelve months prior to nomination, (c) have served as a member of a local civic or community organization for at least twelve months during the five years prior to the nomination to the Board, and (d) own 100 shares of Montgomery's stock. Additionally, the amended bylaws shortened the time for shareholders to notice their intention to nominate alternate directors at the 2001 annual meeting. On June 5, 2001, Montgomery announced that it had hired an investment banking firm, to "help evaluate available alternatives to improve financial performance and maximize shareholder value. . . . [including] a potential acquisition or merger." On June 13, 2001, the Group timely noticed its - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 11 of 28 - -------------------------------------------------------------------------------- intention to nominate to Montgomery's Board two persons who qualified under the amended bylaws. On July 24, 2001, Montgomery announced that it signed a definitive agreement with Union Community Bancorp ("Union") providing for the merger of Montgomery into Union. On June 14, 2001, certain members of the Group (the "Stilwell HCBB Group") filed a Schedule 13D in connection with the common stock of HCB Bancshares, Inc. ("HCBB"). On or about September 4, 2001, the Stilwell HCBB Group reported that it had entered into a standstill agreement with HCBB whereby, among other things, HCBB would appoint a director selected by the Stilwell HCBB Group. HCBB also agreed to consider conducting a Dutch tender auction. Additionally, HCBB agreed to adopt annual financial targets. HCBB also agreed that if it did not achieve the financials targets, it would retain an investment banking firm to help it to explore available alternatives to maximizing shareholder value. On October 22, 2001, the Stilwell HCBB Group reported that HCBB named Mr. Rich as its new director. On January 31, 2002, HCBB announced a modified Dutch tender auction to repurchase 20% of its shares, and since the standstill agreement HCBB has announced and completed a number of 5% share repurchase programs. Between the filing of the Stilwell HCBB Group's Schedule 13D and up until August 31, 2003, HCBB's outstanding share count has decreased by 33%. HCBB did not achieve the financial target enumerated in the standstill agreement for the fiscal year ending June 30, 2003. Pursuant to the terms of the standstill agreement, on August 12, 2002, HCBB announced that it retained Gerrish & McCreary PC (a regional investment banking firm) to assist HCBB in exploring available alternatives for maximizing shareholder value, including a sale of HCBB. On December 15, 2000, certain members of the Group (the "Stilwell OTFC Group") filed a Schedule 13D in connection with the common stock of Oregon Trail Financial Corp. ("OTFC"). In January 2001, members of the Stilwell OTFC Group met with the management of OTFC to discuss its concerns that management was not maximizing shareholder value and it proposed that OTFC voluntarily place its nominees on the Board. OTFC rejected the Stilwell OTFC Group's proposal, and the Stilwell OTFC Group immediately announced its intention to solicit proxies to elect a Board nominee. OTFC refused to produce its complete shareholder list to the Stilwell OTFC Group and it sued OTFC in Baker County, Oregon. The court ultimately ordered OTFC to produce the complete list and to pay $10,000 in attorneys' fees to the Stilwell OTFC Group. The Stilwell OTFC Group also initiated lawsuits against two OTFC directors alleging that one director had allegedly violated OTFC's residency requirement and that the other director had allegedly committed perjury while testifying about his co-director in the first suit. Both suits were dismissed pre-trial but the Stilwell OTFC Group filed an appeal in one suit and was permitted to re-file the other suit in state court. On or about August 16, 2002, the Stilwell OTFC Group began to solicit proxies from shareholders to elect Kevin D. Padrick, Esq. to the Board of OTFC. On September 12, 2001, OTFC filed suit against the Manhattan-based Stilwell OTFC Group in Portland, Oregon's federal district court and moved to invalidate the Stilwell OTFC Group's proxies, but the court denied the motion and the election proceeded. During the election, OTFC announced the hiring of an investment banking firm. The Stilwell OTFC Group argued in its proxy materials that OTFC should have used its excess capital to - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 12 of 28 - -------------------------------------------------------------------------------- repurchase its shares at prices below book value. In the five months after the filing of the Stilwell OTFC Group's first proxy statement (i.e., from August 1, 2001 though December 31, 2001), OTFC repurchased approximately 15% of its shares. On October 12, 2001, at OTFC's Annual Meeting, OTFC's shareholders elected the Stilwell OTFC Group's candidate, Mr. Padrick, to a seat on the Board of Directors by a 2-1 margin. On March 12, 2002, OTFC and members of the Stilwell OTFC Group entered into a standstill agreement pursuant to which, among other things, OTFC agreed to achieve annual targets for its return on equity, to reduce its current capital ratio, to obtain advice from its investment banker regarding annual 10% stock repurchases, to re-elect the Stilwell OTFC Group's director to the Board at the end of his current term, to maintain a seat for the Stilwell OTFC Group's director, or a replacement director, for five years, to reimburse a portion of the Stilwell OTFC Group's expenses incurred in the proxy contest, and to withdraw, with prejudice, the pending lawsuit against members of the Stilwell OTFC Group. In exchange, members of the Stilwell OTFC Group agreed, among other things, to refrain from seeking additional seats on OTFC's Board and to support OTFC. On or about February 24, 2003, OTFC and FirstBank NW Corp. ("FBNW") announced the signing of a definitive agreement whereby OTFC and FBNW would be merged and, subject to adjustments at closing, FBNW would pay shareholders of OTFC either $22.00 or approximately 1.028 common shares of FBNW for each share of Common Stock. On March 3, 2002, the Stilwell OTFC Group announced that, having accomplished its objective of maximizing shareholder value, it had disposed of substantially all of its shares on the open market. On November 25, 2002, certain members of the Group (the "Stilwell ACAP Group") filed a Schedule 13D in connection with the common stock of American Physicians Capital, Inc. ("ACAP"). The Schedule 13D reported that on January 18, 2002, the Michigan Insurance Department approved the Stilwell ACAP Group's petition for permission to solicit proxies to elect two directors to ACAP's Board. On January 29, 2002, Stilwell Associates noticed its intention to nominate two directors at the 2002 annual meeting. On February 20, 2002, the Stilwell ACAP Group entered into a three year standstill agreement with ACAP wherein, among other things, ACAP added the Stilwell ACAP Group's nominee, Spencer L. Schneider, Esq., to its Board. Additionally, ACAP agreed, subject to its Board's fiduciary duties and regulatory approval, to consider using a portion of its excess capital to repurchase ACAP's shares in each of the fiscal years 2002 and 2003 so that its outstanding share count would decrease by 15% for each of those years. In its 2002 fiscal year, ACAP repurchased 15% of its outstanding shares. Such repurchases where highly accretive to ACAP's per share book value. The Stilwell ACAP Group's Schedule 13D reported that so long as such conduct is not inconsistent with any of the terms of the standstill agreement, the Stilwell ACAP Group may assert shareholder rights in the future with the intent to influence the policies of the ACAP, including, but not limited to, soliciting proxies or written consents from other shareholders of ACAP with respect to additional Board representation or other proposals for shareholder action. - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 13 of 28 - -------------------------------------------------------------------------------- Members of the Group may make further purchases of shares of Common Stock. Members of the Group may dispose of any or all the shares of Common Stock held by them, although they have no current plans to do so. Except as noted in this Schedule 13D, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraph (a) through (j), inclusive, of Item (4) of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Item 5. Interest in Securities of the Issuer The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 9,544,335, reported as the number of outstanding shares as of November 4, 2003, on a Form 10-Q dated November 12, 2003. All purchases and sales of Common Stock reported herein were made in open market transactions on the Nasdaq National Market System. (A) Stilwell Value Partners III (a) Aggregate number of shares beneficially owned: 645,120 Percentage: 6.8% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 645,120 3. Sole power to dispose or to direct the disposition: 0 4. Shared power to dispose or to direct disposition: 645,120 (c) Since the filing of the First Amendment to Original Schedule 13D, Stilwell Value Partners III purchased 5,000 shares of Common Stock for a total purchase price of $84,350.00. Said purchase took place on October 17, 2003. Stilwell Value Partners III has made no sales of Common Stock in the last 60 days. (d) Because he is the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners III, Mr. Stilwell has the power to direct the affairs of Stilwell Value Partners III, including the voting and disposition of shares of Common Stock held in the name of Stilwell Value Partners III. Therefore, Mr. Stilwell is deemed to share voting and disposition power with Stilwell Value Partners III with regard to those shares of Common Stock. (B) Stilwell Associates (a) Aggregate number of shares beneficially owned: 645,120 Percentage: 6.8% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 645,120 - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 14 of 28 - -------------------------------------------------------------------------------- 3. Sole power to dispose or to direct the disposition: 0 4. Shared power to dispose or to direct disposition: 645,120 (c) Since the filing of the First Amendment to Original Schedule 13D, Stilwell Associates has sold a total of 16,300 shares of Common Stock for a total sale price of $268,298.00. Said sale occurred on October 10, 2003. Stilwell Associates has made no purchases sales of Common Stock in the last 60 days. (d) Because he is the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Associates, Mr. Stilwell has the power to direct the affairs of Stilwell Associates, including the voting and disposition of shares of Common Stock held in the name of Stilwell Associates. Therefore, Mr. Stilwell is deemed to share voting and disposition power with Stilwell Associates with regard to those shares of Common Stock. (C) Stilwell Value LLC (a) Aggregate number of shares beneficially owned: 645,120 Percentage: 6.8% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 645,120 3. Sole power to dispose or to direct the disposition: 0 4. Shared power to dispose or to direct disposition: 645,120 (c) Stilwell Value LLC has made no purchases of Common Stock. (d) Because he is the managing and sole member of Stilwell Value LLC, Mr. Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC is the general partner of Stilwell Value Partners III and Stilwell Associates. Therefore, Stilwell Value LLC may be deemed to share with Mr. Stilwell voting and disposition power with regard to the shares of Common Stock held by Stilwell Value Partners III and Stilwell Associates. (D) Joseph Stilwell (a) Aggregate number of shares beneficially owned: 645,120 Percentage: 6.8% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 645,120 3. Sole power to dispose or to direct the disposition: 0 4. Shared power to dispose or to direct disposition: 645,120 - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 15 of 28 - -------------------------------------------------------------------------------- (c) Mr. Stilwell has made no purchases or sales of Common Stock since the filing of the First Amendment to Original Schedule 13D. (F) John G. Rich (a) Aggregate number of shares beneficially owned: 5,000 Percentage: .05% (b) 1. Sole power to vote or to direct vote: 5,000 2. Shared power to vote or to direct vote: 0 3. Sole power to dispose or to direct the disposition: 5,000 4. Shared power to dispose or to direct disposition: 0 (c) Pursuant to the Issuer's director stock option plan, each new board member who is not an employee of the Issuer receives an initial grant of nonqualified options to purchase 5,000 shares of the Issuer's Common Stock. Such options were granted to Mr. Rich on the date he first became a director of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Other than the Joint Filing Agreement filed as Exhibit 1 to the Original Schedule 13D, and as otherwise described below, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value LLC and Joseph Stilwell, in their capacities, respectively, as general partner of Stilwell Value Partners III and Stilwell Associates and managing and sole member of Stilwell Value LLC, as described in this Second Amendment to the Original Schedule 13D, are entitled to an allocation of a portion of profits. Stilwell Value Partners III has entered into an agreement with Mr. Rich relating to his directorship, a copy of which is attached as Exhibit 6. See Items 1 and 2 above regarding disclosure of the relationships among members of the Group, which disclosure is incorporated herein by reference. Item 7. Material to be filed as Exhibits Exhibit No. Description -- ----------- 1 Joint Filing Agreement (filed with Original Schedule 13D) - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 16 of 28 - -------------------------------------------------------------------------------- 2 Letter from Office of Insurance Regulation of the State of Florida, dated August 14, 2003 (filed with First Amendment to Original Schedule 13D) 3 Amended Joint Filing Statement, dated November 11, 2003 4 Power of Attorney, dated November 11, 2003 5 Confidentiality Agreement, dated October 27, 2003 6 Director Agreement, dated November 11, 2003 - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 17 of 28 - -------------------------------------------------------------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: November 13, 2003 STILWELL VALUE PARTNERS III, L.P. /s/ Joseph Stilwell -------------------------------------- By: STILWELL VALUE LLC General Partner /s/ Joseph Stilwell -------------------------------------- By: Joseph Stilwell Managing and Sole Member STILWELL ASSOCIATES, L.P. /s/ Joseph Stilwell -------------------------------------- By: STILWELL VALUE LLC General Partner /s/ Joseph Stilwell -------------------------------------- By: Joseph Stilwell Managing and Sole Member STILWELL VALUE LLC /s/ Joseph Stilwell -------------------------------------- By: Joseph Stilwell Managing and Sole Member JOSEPH STILWELL /s/ Joseph Stilwell -------------------------------------- Joseph Stilwell JOHN G. RICH /s/ John G. Rich -------------------------------------- John G. Rich EX-99 3 stil13d-a1103ex3.txt EX. 3 - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 18 of 28 - -------------------------------------------------------------------------------- EXHIBIT 3 AMENDED JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Amended Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned. Date: November 11, 2003 STILWELL VALUE PARTNERS III, L.P. /s/ Joseph Stilwell -------------------------------------- By: STILWELL VALUE LLC General Partner /s/ Joseph Stilwell -------------------------------------- By: Joseph Stilwell Managing and Sole Member STILWELL ASSOCIATES, L.P. /s/ Joseph Stilwell -------------------------------------- By: STILWELL VALUE LLC General Partner /s/ Joseph Stilwell -------------------------------------- By: Joseph Stilwell Managing and Sole Member STILWELL VALUE LLC /s/ Joseph Stilwell -------------------------------------- By: Joseph Stilwell Managing and Sole Member JOSEPH STILWELL /s/ Joseph Stilwell -------------------------------------- Joseph Stilwell - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 19 of 28 - -------------------------------------------------------------------------------- JOHN G. RICH /s/ John G. Rich -------------------------------------- John G. Rich EX-99 4 stil13d-a1103ex4.txt EX. 4 POA - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 20 of 28 - -------------------------------------------------------------------------------- EXHIBIT 4 POWER OF ATTORNEY OF JOHN G. RICH Know all by these presents that the undersigned hereby constitutes and appoints Joseph Stilwell the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as beneficial owner of shares of common stock of FPIC Insurance Group, Inc. (the "Company"), a Schedule 13D or any amendment thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or amendment thereto and timely file such Schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned understands and acknowledges that the Schedule 13D and amendments thereto referred to above may be filed jointly on behalf of a "group" as that term is defined in the rules promulgated under Section 13(d) of the Exchange Act. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934. - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 21 of 28 - -------------------------------------------------------------------------------- This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D and amendments thereto with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of November, 2003. /s/ John G. Rich -------------------------------------- John G. Rich EX-99 5 stil13d-a1103ex5.txt EX. 5 - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 22 of 28 - -------------------------------------------------------------------------------- EXHIBIT 5 CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT ("Agreement"), dated the 27th day of October, 2003, is made by and between FPIC Insurance Group, Inc., a Florida corporation ("FPIC"), on the one hand, and Stilwell Value Partners III, L.P., Stilwell Associates, L.P., Stilwell Value, LLC, and Joseph Stilwell (collectively, the "Stilwell Group"), and John G. Rich (the "Stilwell Director") on the other. WHEREAS, FPIC, the Stilwell Group and the Stilwell Director have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described; NOW THEREFORE, in consideration of the premises and the representations, warranties, and agreements contained herein, and other good and valuable consideration, the parties hereto mutually agree as follows: 1. Representations and Warranties of Stilwell Group. The Stilwell Group hereby represents and warrants to FPIC as follows: a. The Stilwell Group has beneficial ownership of 650,120 shares of common stock of FPIC and has full and complete authority to enter into this Agreement and to bind the entire number of shares of the common stock of FPIC which it holds, or may hold, including any shares purchased in the future, to the terms of this Agreement. This Agreement constitutes a valid and binding agreement of the Stilwell Group. No "affiliate" or "associate" (as such terms are defined in the Exchange Act) of the Stilwell Group beneficially owns any shares or rights to acquire shares of common stock of FPIC. b. There are no arrangements, agreements or understandings between the Stilwell Group and FPIC other than as set forth in this Agreement. 2. Representations and Warranties of FPIC. FPIC hereby represents and warrants to the Stilwell Group, as follows: a. FPIC has full power and authority to enter into and perform its obligations under the Agreement, and the execution and delivery of this Agreement by FPIC has been duly authorized by the Board of Directors of FPIC (the "Board") and requires no further Board or stockholder action. This Agreement constitutes a valid and binding obligation of FPIC and the performance of its terms does not constitute a violation of its articles of incorporation or by-laws. b. There are no arrangements, agreements or understandings between the Stilwell Group and FPIC other than as set forth in this Agreement. - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 23 of 28 - -------------------------------------------------------------------------------- 3. Representations and Warranties of the Stilwell Director. The Stilwell Director hereby represents and warrants to FPIC as follows: a. The Stilwell Director is a person who qualifies under all applicable Florida laws and regulations governing directors of insurance companies. No "affiliate" or "associate" (as such terms are defined in the Exchange Act) of the Stilwell Director beneficially owns any shares or rights to acquire shares of FPIC. b. No event has occurred with respect to the Stilwell Director that would require disclosure in a FPIC report or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Item 401 (f) of Regulation S-K. 4. Material Nonpublic Information. In connection with this Agreement and the Stilwell Group's ongoing relationship with FPIC, there may be instances in which material nonpublic information concerning FPIC will be divulged to the Stilwell Group by FPIC, the Stilwell Director, or other FPIC representatives or agents. The Stilwell Group and its representatives expressly acknowledge that federal and state securities laws prohibit any person who misappropriates material nonpublic information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The Stilwell Group and the Director will be subject to FPIC's insider trading (including with respect to "blackout periods" during which no trading is permitted) and disclosure policies, as in effect from time to time, at any time while he is on the Board to the same extent as the other directors of FPIC. To the extent SEC Regulation FD may apply, in accordance with Section 243.100 (2) (ii) of Regulation FD, the Stilwell Group expressly agrees to maintain material nonpublic information concerning FPIC in confidence. 5. Remedies. FPIC, the Stilwell Group and the Stillwell Director acknowledge and agree that a breach or threatened breach by either party may give rise to irreparable injury inadequately compensable in damages, and accordingly each party shall be entitled to injunctive relief to prevent a breach of the provisions hereof in any state or federal court having jurisdiction, in addition to any other remedy to which such aggrieved party may be entitled to at law or in equity. In the event either party institutes any legal action to enforce such party's rights under, or recover damages for breach of, this Agreement, the prevailing party or parties in such action shall be entitled to recover from the other party or parties all costs and expenses, including but not limited to reasonable attorneys' fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiation incurred by such prevailing party or parties. 6. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 24 of 28 - -------------------------------------------------------------------------------- contemporaneous agreements, understandings, negotiations and discussions of the parties in connection therewith not referred to herein. 7. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, and shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 8. Survival of Representations, Warranties and Agreements. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 9. Amendments. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. FPIC INSURANCE GROUP, INC. By: /s/ John R. Byers John R. Byers President and CEO STILWELL VALUE PARTNERS III, L.P. /s/ Joseph Stilwell -------------------------------------- By: STILWELL VALUE LLC General Partner /s/ Joseph Stilwell -------------------------------------- By: Joseph Stilwell Managing and Sole Member STILWELL ASSOCIATES, L.P. /s/ Joseph Stilwell -------------------------------------- By: STILWELL VALUE LLC General Partner - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 25 of 28 - -------------------------------------------------------------------------------- /s/ Joseph Stilwell -------------------------------------- By: Joseph Stilwell Managing and Sole Member STILWELL VALUE LLC /s/ Joseph Stilwell -------------------------------------- By: Joseph Stilwell Managing and Sole Member JOSEPH STILWELL /s/ Joseph Stilwell -------------------------------------- Joseph Stilwell JOHN G. RICH /s/ John G. Rich -------------------------------------- John G. Rich EX-99 6 stil13d-a1103ex6.txt EX. 6 - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 26 of 28 - -------------------------------------------------------------------------------- EXHIBIT 6 DIRECTOR AGREEMENT DIRECTOR AGREEMENT This Director Agreement is made as of this 11th day of November 2003 ("Effective Date"), among Stilwell Value Partners III, L.P. (referred to as "Stilwell Value Partners III"), having its offices at 26 Broadway, 23rd Floor, New York, New York 10014, and John G. Rich, an individual with offices at 111 Broadway, Suite 1303, New York, New York 10006 ("Rich"). WHEREAS, Stilwell Value Partners III is the beneficial owner of more than 1% of the common stock of FPIC Insurance Group, Inc. ("FPIC"); WHEREAS, FPIC has agreed to appoint Rich, the nominee of Stilwell Value Partners III, to sit on FPIC's Boards of Directors ("Board") and its Audit Committee ("Committee"); WHEREAS, Stilwell Value Partners III desires to remunerate Rich for agreeing to sit on the Board and the Committee as its nominee; and NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. For as long as Rich sits on the Board and the Committee and Stilwell Value Partners III holds more than a 1% beneficial interest in the shares of FPIC, Stilwell Value Partners III shall pay to Rich compensation as follows: with respect to the fourth quarter of 2003, a sum equal to the difference between the amounts received or to be received by Rich from FPIC for director services performed in 2003, and $25,000, payable on January 1, 2004; with respect to the year 2004 and thereafter, the sum of $16,250.00 on the first day of each calendar quarter commencing April 1, 2004. Except as expressly set forth herein, Rich shall not be entitled to any other remuneration or payments from the Stilwell Value Partners III. If prior to any anniversary of the Effective Date, Rich leaves the Board and Committee or Stilwell Value Partners III's beneficial stake in FPIC decreases below 1% (either, a "Termination Event"), then the amount due Rich under this Section shall be pro-rated accordingly from the date of the Termination Event on a twelve month basis. 2. In addition to the sums agreed to be paid to Rich under Section 1 and to the extent that they are not reimbursed by FPIC, Stilwell Value Partners III shall reimburse all of Rich's actual out of pocket expenses incurred in connection with serving on the Board and Committee, including, without limitation, telephone, postage, and travel expenses. If any such - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 27 of 28 - -------------------------------------------------------------------------------- expenses are reimbursable by FPIC, prior to seeking reimbursement from Stilwell Value Partners III, Rich shall first seek reimbursement from FPIC. 3. Rich agrees not to commit any act or engage in any activity that would disqualify him from sitting as a director of FPIC. Commencing on the Effective Date, Rich agrees to attend, in person, at least 75% of FPIC's Board meetings and Committee meetings during the twelve months following the Effective Date and for each twelve month period thereafter. Notwithstanding the foregoing, if any rules of FPIC require that directors attend a greater number of meetings, Rich agrees to attend such greater number of meetings. 4. Nothing contained herein is intended to alter or affect Rich's fiduciary duties to the shareholders of FPIC, and Rich hereby covenants that he shall faithfully discharge such fiduciary duties. 5. Rich covenants to Stilwell Value Partners III that he shall promptly disclose the existence and terms of this Agreement to FPIC so as to enable FPIC to timely report the existence of this Agreement in its SEC filings. 6. Stilwell Value Partners III hereby indemnifies Rich to the same extent and scope as he is indemnified pursuant to Article X of FPIC's Certificate of Incorporation or otherwise by law, but Rich shall first seek indemnification from FPIC before he is entitled to be indemnified by Stilwell Value Partners III. If FPIC fails or refuses to honor its obligations under Article X of its Certificate of Incorporation or if FPIC refuses to advance payments to Rich under Section 10.2(a) thereof, Stilwell Value Partners III shall cover and advance payments to Rich, but Rich shall reasonably continue to seek payment from FPIC and reimburse Stilwell Value Partners III. Rich shall give Stilwell Value Partners III notice of the occurrence of an event requiring indemnification no later than 20 days after Rich has knowledge of a claim which has been asserted or threatened. Stilwell Value Partners III retains the sole right to select and retain counsel for Rich. 7. Upon being seated as a director, it is anticipated by the parties hereto that pursuant to FPIC's director stock option program, Rich will be granted options to purchase 5,000 shares of common stock of FPIC. As a result of holding such options, under federal securities laws, Rich shall be deemed to be a "member" of the Schedule 13D reporting "group" of which Stilwell Value Partners III belongs. Stilwell Value Partners III shall therefore add Rich as a member of its Schedule 13D filing Group. In order to facilitate same, upon the execution of this Agreement, Rich shall execute and deliver the power of attorney, which is annexed hereto, appointing Joseph Stilwell as Rich's attorney-in-fact for purposes of Schedule 13D filings with respect to FPIC. Stilwell Value Partners III shall bear sole responsibility for the expenses incurred in connection with preparing and filing all Schedule 13D's in connection with FPIC. From time to time, Rich may receive from FPIC grants of shares or options to purchase shares. - -------------------------------------------------------------------------------- CUSIP No. 302563101 SCHEDULE 13D Page 28 of 28 - -------------------------------------------------------------------------------- Rich understands that such additional grants from FPIC, and any purchases of FPIC shares by him or his immediate family, may be subject to disclosure by Rich and Stilwell Value Partners III. Rich therefore covenants and agrees to inform Stilwell Value Partners III of any such grants or purchases within two (2) business days after the grant or purchase. 8. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. /s/ Joseph Stilwell -------------------------------------- Joseph Stilwell, Managing and Sole Member of Stilwell Value LLC., General Partner of Stilwell Value Partners III /s/ John Rich -------------------------------------- John Rich -----END PRIVACY-ENHANCED MESSAGE-----