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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) May 11, 1996
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Associated Physicians Capital, Inc.
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(Exact name of registrant as specified in its charter)
Illinois 0-26896 36-3530158
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(State of or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
715 Enterprise Drive, Oak Brook, Illinois 60521-1974
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 368-2000
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
A special meeting (the "Meeting") of the holders of Class A no par value
common stock (the "Class A Shareholders") and Class B no par value common stock
(the "Class B Shareholders") of Associated Physicians Capital, Inc. (the
"Company") was held at 9:00 a.m. on Saturday, May 11, 1996 at the Company's
office located at 715 Enterprise Drive in Oak Brook, Illinois. The purpose of
the Meeting was for shareholders to consider and act upon a proposal to approve
and adopt the Plan of Complete Liquidation and Dissolution of Associated
Physicians Capital, Inc. (the "Plan of Dissolution").
The Company fixed the close of business on March 31, 1996 as the record
date (the "Record Date") for determination of the Class A Shareholders and
Class B Shareholders entitled to notice of the Meeting. Only Class A
Shareholders were entitled to vote at the Meeting. The presence at the Meeting
either in person or by proxy, of the holders of a majority of the Class A
shares outstanding on the Record Date was necessary to constitute a quorum for
the transaction of business at the Meeting.
Approval of two thirds of the Class A Shareholders was required in order
to adopt the Plan of Dissolution. 60,924 or 74.0% Class A shares were
represented at the Meeting either in person or by proxy, which constituted the
requisite quorum. Of the quorum, 58,742 or 71.3% of the Class A shares voted
for adopting the Plan of Dissolution while 823 or 1.0% abstained and 1,359 or
1.6% voted against adopting the Plan of Dissolution.
Since the Plan of Dissolution was approved by the requisite number of
Class A Shareholders, the Company expects to commence the dissolution process
as soon as practicable.
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EXHIBIT
(2) PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION OF ASSOCIATED PHYSICIANS
CAPITAL, INC.
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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, thereunto duly authorized.
ASSOCIATED PHYSICIANS CAPITAL, INC.
(Registrant)
DATE: June 5, 1996 By: /s/ John F. Snyder
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Name: John F. Snyder
Title: Chief Financial Officer
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PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION OF
ASSOCIATED PHYSICIANS CAPITAL, INC.
This Plan of Complete Liquidation and Dissolution (the "Plan of
Liquidation") of Associated Physicians Capital, Inc., an Illinois corporation
(the "Company"), is intended to accomplish the complete liquidation and
dissolution of the Company in accordance with the provisions of the Illinois
Business Corporation Act (the "BCA") and Section 331 of the Internal Revenue
Code of 1986, as amended, pursuant to the following steps:
1. EFFECTIVE DATE.
The Board of Directors of the Company has adopted the Plan of Liquidation
and called a special meeting of shareholders of the Company to consider and act
upon a proposal to approve and adopt the Plan of Liquidation. The Plan of
Liquidation shall be effective on the date (the "Effective Date") on which it
is approved and adopted by the affirmative vote of the holders of a two-thirds
(2/3) majority of the outstanding shares of Class A No Par Value Common Stock
of the Company (the "Class A Shares") entitled to vote thereon. After the
Effective Date, the officers of the Company shall obtain any certificates
required from the Illinois tax authorities and, upon obtaining such
certificates, shall file with the Office of the Secretary of State of the State
of Illinois articles of dissolution in accordance with Section 5/12.20 of the
BCA.
2. CESSATION OF BUSINESS ACTIVITIES.
After the Effective Date, the Company shall not engage in any business
activities except for the purpose of preserving the value of its assets,
prosecuting and defending suits by or against the Company, adjusting and
winding up its business and affairs and distributing its assets in accordance
with the Plan of Liquidation. The directors and officers of the Company now in
office will resign, except for James J. Smith, M.D., President and Chairman of
the Company, who will continue in these offices solely for these purposes and
as otherwise provided in the Plan of Liquidation.
3. LIQUIDATION OF ASSETS.
The Company shall sell, exchange or otherwise dispose of all of its
property and assets, for such consideration (which may consist in whole or in
part of money or other property) and upon such terms and conditions as Dr.
Smith deems expedient and in the best interests of the Company and its
shareholders. As part of the liquidation of its property and assets, the
Company shall collect, or make provisions for the collection of, all accounts
receivable, debts and claims owing to it.
4. PAYMENT OF DEBTS.
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Prior to any distribution to its shareholders, the Company shall pay or
make reasonable provision to pay, all claims and obligations of the Company,
including all contingent, conditional or unmatured claims known to the Company,
and shall make such provision as will be reasonably likely to be sufficient to
provide compensation for claims that have not been made known to the Company or
that have not arisen, but that, based on facts known to the Company, are likely
to arise or to become known to the Company prior to the expiration of
applicable statutes of limitation.
5. LIQUIDATION DISTRIBUTIONS.
Following the payment or the provisions for the payment of the Company's
claims and obligations as provided in Section 4, the Company shall initially
distribute shares of Associated Physicians Insurance Company to its holders of
Class A Shares and holders of Class B No Par Value Common Stock (the "Class B
Shares"). The Company has agreed to refund to APIC any amount remaining after
payment of all of the Company's obligations. Ratification of this Plan of
Liquidation by the shareholders shall constitute their consent to this
provision. Such distribution or distributions of shares of stock may occur all
at once or in a series of distributions and may be in such manner, and at such
time, as the Company may determine. If and to the extent deemed necessary or
appropriate by the Company, the Company may establish and set aside a
reasonable amount (the "Contingency Reserve") to satisfy claims against the
Company and expenses incurred in connection with the collection and defense of
the Company's property and assets and liquidation and dissolution provided for
in this Plan of Liquidation. The Contingency Reserve may consist of cash or
property. Following the payment, satisfaction or other resolution of such
claims and expenses, any amounts remaining in the Contingency Reserve shall be
distributed as provided in this Section 5.
6. CANCELLATION OF CLASS A SHARES AND CLASS B SHARES.
The distributions to the Company's shareholders pursuant to Section 5
hereof shall be in complete redemption and cancellation of all of the
outstanding Class A Shares and Class B Shares.
7. RECORD DATE AND RESTRICTIONS ON TRANSFER OF SHARES.
The Company shall discontinue recording transfers of Class A Shares and
Class B Shares at the close of business on the record date fixed by the Company
for the first liquidating distribution made under the Plan of Liquidation (the
"Record Date"), and thereafter certificates representing Class A Shares and
Class B Shares shall not be assignable or transferable on the books of the
Company except by will, intestate succession or operation of law. The
proportionate interests of all of the shareholders of the Company shall be
fixed on the basis of their respective stockholdings at the close of business
on the Record Date, and, after the Record Date, any liquidating distributions
made by the Company shall be made solely to the shareholders of record at the
close of business on the Record Date except as may be necessary to reflect
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subsequent transfers recorded on the books of the Company as a result
of any assignments by will, intestate succession or operation of law.
8. AUTHORITY OF DR. SMITH.
Dr. Smith shall have authority to do or authorize any and all acts and
things provided for in the Plan of Liquidation and any and all further acts and
things as he may consider desirable to carry out the purposes of the Plan of
Liquidation, including the execution and filing of all such certificates,
documents, information returns, tax returns and other documents which may be
necessary or appropriate to implement the Plan of Liquidation. Dr. Smith may
authorize such variations from or amendments to the provisions of the Plan of
Liquidation as may be necessary or appropriate to effectuate the complete
liquidation, dissolution and termination of existence of the Company and the
distribution of its assets to its shareholders in accordance with the laws of
the State of Illinois.
After the Effective Date, Dr. Smith shall have full power to wind up and
settle the Company's affairs. The powers and duties of Dr. Smith shall
include, but are not limited to, the following acts in the name and on behalf
of the Company: (a) to employ agents and attorneys to liquidate or wind up its
affairs; (b) to continue the conduct of the business of the Company, but only
insofar as necessary for the disposal or winding up thereof; (c) to carry out
contracts and collect, pay, compromise and settle debts and claims for or
against the Company; (d) to defend suits brought against the Company; (e) to
sue in the name of the Company for all sums due or owing to the Company or to
recover any of its property; and (f) in general, to make contracts and to do
any and all things in the name of the Company which may be proper or convenient
for the purposes of winding up, settling and liquidating the affairs of the
Company.
9. AUTHORIZATION FOR NECESSARY ACTS.
(a) Dr. Smith is hereby authorized to do such acts and to take such steps
as may be necessary or convenient to carry these resolutions into effect
including, but not limited to, the execution of such instruments as may be
required to vest title to the assets of the Company in the shareholder(s).
(b) The officers of the Company are hereby authorized and directed to
execute Articles of Dissolution pursuant to and in conformity with, the
applicable provisions of the BCA, and to cause such Articles of Dissolution to
be filed in the Office of the Secretary of State of Illinois, and to do all
other things necessary or convenient to cause the liquidation and dissolution
of the Company.
10. COMPENSATION.
The Company may pay to the Company's employees or agents compensation for
services rendered in connection with the implementation of the Plan of
Liquidation.
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11. INDEMNIFICATION.
The Company shall continue to indemnify its officers, directors, employees
and agents in accordance with its articles of incorporation, bylaws and any
contractual arrangements as therein provided, and such indemnification shall
apply to acts or omissions of such persons in connection with the
implementation of the Plan of Liquidation and the winding up of the affairs of
the Company. The Company's obligation to indemnify such persons may be
satisfied out of its assets. The Board of Directors are authorized to obtain
and maintain insurance as may be necessary to cover the Company's
indemnification obligations.
12. COSTS.
The Board of Directors is authorized, empowered and directed to pay all
legal, accounting, printing and other fees and expenses of persons rendering
services to the Company in connection with the implementation of the Plan of
Liquidation, including, without limitation, any such fees and expenses incurred
in connection with the preparation of a proxy statement for the special meeting
of shareholders to be held for the purpose of voting upon the approval of the
Plan of Liquidation.
IN WITNESS WHEREOF, the Company has caused the Plan of Liquidation to be
executed by its duly authorized officers this 31st day of May, 1996.
ASSOCIATED PHYSICIANS CAPITAL,
INC.
By:/s/ JAMES J. SMITH, M.D.
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James J. Smith, M.D.
Chairman of the Board
ATTEST:
/s/ HERMILIO O. JAZMINES, M.D.
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Hermilo O. Jazmines, M.D.,
Secretary
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