-----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, AQeBOZsIXWqugEMO17PGmn0A1JCQbIc7XEU9C+WcZn5nE0/aUicBPEiPjLRrn7At I4GdxyxJt66fm1CrrcHhuQ== 0001503120-10-000004.txt : 20101022 0001503120-10-000004.hdr.sgml : 20101022 20101022165858 ACCESSION NUMBER: 0001503120-10-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101022 DATE AS OF CHANGE: 20101022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PHYSICIANS CAPITAL INC CENTRAL INDEX KEY: 0001118148 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 383543910 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59999 FILM NUMBER: 101137771 BUSINESS ADDRESS: STREET 1: 1301 NORTH HAGADORN ROAD CITY: EAST LANSING STATE: MI ZIP: 48823 BUSINESS PHONE: 5173511150 MAIL ADDRESS: STREET 1: 1301 NORTH HAGADORN ROAD CITY: EAST LANSING STATE: MI ZIP: 48823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOCTORS Co CENTRAL INDEX KEY: 0001503120 IRS NUMBER: 953014772 STATE OF INCORPORATION: CA FISCAL YEAR END: 1210 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 185 GREENWOOD ROAD CITY: NAPA STATE: CA ZIP: 94558 BUSINESS PHONE: 7072260370 MAIL ADDRESS: STREET 1: 185 GREENWOOD ROAD CITY: NAPA STATE: CA ZIP: 94558 SC 13D 1 tdcschedule13testlive.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 ___________________________ The Doctors Company (Name of Issuer) Common Stock (Title of Class of Securities) 028884104 (CUSIP Number) David McHale The Doctors Company 185 Greenwood Road Napa, California 94558-0900 707-226-0289 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 22, 2010 (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 section 240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. CUSIP No. 028884104 13D Page 1 of 4 Pages 1.NAMES OF REPORTING PERSONS The Doctors Company 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)(b) 3.SEC USE ONLY: 4.SOURCE OF FUNDS: PF, AF 5.CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): 6.CITIZENSHIP OR PLACE OF ORGANIZATION: California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7.SOLE VOTING POWER: 10,000 8.SHARED VOTING POWER: 0 9.SOLE DISPOSITIVE POWER: 10,000 10. SHARED DISPOSITIVE POWER: 0 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10,000 12.CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 100% 14.TYPE OF REPORTING PERSON: HC Item 1.Security and Issuer. This statement on Schedule 13D relates to shares of common stock, no par value per share of American Physicians Capital, Inc., a Michigan corporation (the "Company"; such shares, the "Common Stock"). The address of the Company's principal executive offices is 1301 North Hagadorn Road, East Lansing, Michigan 48823. Item 2.Identity and Background. (a)-(c) and (f). This Schedule 13D is filed by The Doctors Company, a California-domiciled reciprocal inter-insurance exchange (the "Reporting Person"). The Reporting Person specializes in insuring physician and surgeon medical liability. The address of the principal office and business of the Reporting Person is 185 Greenwood Road, Napa, California 94558-0900. The name, citizenship, business address, present principal occupation or employment, and the name and principal business address of any corporation or other organization in which such employment is conducted, of each of the members of the Board of Governors and each of the executive officers of the Reporting Person are set forth in Annex I hereto and are incorporated herein by reference. (d) and (e). During the last five years, neither the Reporting Person, nor, to the knowledge of the Reporting Person, after reasonable inquiry, any of the individuals listed in Annex I, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) 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. Item 3.Source and Amount of Funds or Other Consideration. On July 7, 2010, the Reporting Person entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") with the Company and Red Hawk Acquisition Corp., a Michigan corporation and a wholly-owned subsidiaryof the Reporting Person ("Merger Sub"). On October 22, 2010, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Company with the Company continuing as a wholly-owned subsidiary of the Reporting Person (the "Merger"). As a result of the Merger, (i) each share of Common Stock issued and outstanding immediately prior to the closing of the Merger was canceled and converted into the right to receive $41.50 in cash, and (ii) each share of common stock of Merger Sub issued and outstanding immediately prior to the closing of the Merger was converted into one newly issued share of Common Stock. The Reporting Person paid the aggregate consideration of approximately $396 million in cash from internal sources. The preceding summary of certain provisions of the Merger Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of such agreement, which is incorporated herein by reference. A copy of the Merger Agreement is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K dated July 8, 2010, and a copy of Amendment No. 1 to the Merger Agreement is attached as Exhibit 99.1 to the Company's Current Report on Form 8-K dated July 14, 2010. Item 4.Purpose of Transaction. The information disclosed in Item 3 of this Schedule 13D is hereby incorporated by reference. On October 22, 2010, at the effective time of the Merger,the Reporting Person acquired all of the issued and outstanding Common Stockand the Company became a wholly-owned subsidiary of the Reporting Person. On October 22, 2010, the Company notified The Nasdaq Global Select Market ("Nasdaq") of the completion of the Merger and requested that trading in the Common Stock be suspended and that the Common Stock be withdrawn from listing on Nasdaq as of the close of market on October 22, 2010. Nasdaq is expected to file with the Securities and Exchange Commission (the "SEC") a Notification of Removal and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 todelist and deregister the Common Stock. As a result, the Common Stock will no longer be listed on Nasdaq. The Company will file a Form 15 with the SEC to terminate the registration of the Common Stock under Section 12(g) of the Exchange Act and to suspend the reporting obligations of the Company under Section 15(d) of the Exchange Act. On October 22, 2010, at the effective time of the Merger, pursuant to the Merger Agreement, (i) the articles of incorporation of the Company were amended to read the same as the articles of incorporation of Merger Sub, except that the name of the Company remained American Physicians Capital, Inc.,and (ii) the bylaws of the Company, as in effect immediately prior to the effective time of the Merger, were amended to read the same as the bylaws of Merger Sub, with certain amendments to the indemnification provisions. Copies of the Company's amended and restated articles of incorporation and bylaws are attached as Exhibits 3.1 and 3.2 respectively, to the Company's Current Report on Form 8-K dated October 22, 2010, and are incorporated herein by reference in their entirety. Pursuant to the Merger Agreement, on October 22, 2010, all of the Company's directors immediately prior to the Merger were replaced as directors of the Company by the directors of Merger Sub immediately prior to the effective time. Certain executive officers ofthe Company were also replaced by officers of Merger Sub. Except as set forth in this Item 4,the Reporting Person has no plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The preceding summary of certain provisions of the Merger Agreementis not intended to be complete and is qualified in its entirety by reference to the full text of such agreement, which is incorporated herein by reference. A copy of the Merger Agreement is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K dated July 8, 2010, and a copy of Amendment No. 1 to the Merger Agreement is attached as Exhibit 99.1 to the Company's Current Report on Form 8-K dated July 14, 2010. Item 5. Interest in Securities of the Issuer. (a) and (b). The Reporting Personbeneficially owns an aggregate of 10,000 shares of Common Stock representing all of the outstanding shares of Common Stock. The Reporting Person has the sole power to vote or direct the voting, and to dispose or direct the disposition of all of the shares of Common Stock that it beneficially owns. (c) Neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the individuals listed in Annex I has effected any transaction in Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as otherwise disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships relating to the Common Stock which are required to be disclosed hereunder. Item 7. Material to be Filed as Exhibits. No. 1 Exhibit Agreement and Plan of Merger,dated July 7, 2010, by and among The Doctors Company, Red Hawk Acquisition Corp. and American Physicians Capital, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K dated July 8, 2010, filed by American Physicians Capital, Inc.) No. 2 Exhibit Amendment No. 1 to Agreement and Plan of Merger, dated July 13, 2010, by and among The Doctors Company, Red Hawk Acquisition Corp. and American Physicians Capital, Inc. (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K dated July 14, 2010, filed by American Physicians Capital, Inc.) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 22, 2010 THE DOCTORS COMPANY By: /s/ Richard E. Anderson, M.D. Name: Richard E. Anderson, M.D. Title: Chief Executive Officer Annex 1 Identity and Background INFORMATION CONCERNING MEMBERS OF THE BOARD OF GOVERNORS AND THE EXECUTIVE OFFICERS OF THE REPORTING PERSON Name Business Principal Occupation Citizenship Address or Employment Richard Anderson (1) Governor, Chairman U.S. and Chief Executive Officer David Preimesberger (1) Treasurer U.S. David Troxel (1) Governor, Secretary U.S. James Bagian (1) Governor U.S. David Charles (1) Governor U.S. Kenneth Chrisman (1) Governor U.S. William Gallagher (1) Governor U.S. Charles Kossman (1) Governor U.S. Donald Palmisano (1) Governor U.S. Robert Pike (1) Governor U.S. Kathleen Ricord (1) Governor U.S. Robert Sheppard (1) Governor U.S. Mary Ann Thode (1) Governor U.S. Ronald Wender (1) Governor U.S. (1) The business address is c/o The Doctors Company 185 Greenwood Road, Napa, California 94558-0900. -----END PRIVACY-ENHANCED MESSAGE-----