ASSOCIATED PHYSICIANS CAPITAL INC
15-12G, 1996-06-28
INSURANCE CARRIERS, NEC
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<PAGE>   1
                                    FORM 15
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 15


Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
Section 13 and 15(d) of the Securities Exchange Act of 1934.


                        COMMISSION FILE NUMBER: 0-26896


                      ASSOCIATED PHYSICIANS CAPITAL, INC.
             (Exact name of registrant as specified in its charter)

      715 ENTERPRISE DRIVE, OAK BROOK, ILLINOIS 60521-1974    708-368-2000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)


                  SHARES OF CLASS A NO PAR VALUE COMMON STOCK
     (Title of each class of each class of securities covered by this Form)


                                      NONE
Title of all other classes of securities for which a duty to file reports under
Section 13(a) or 15(d) remains


     Place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)   [x]           Rule 12h-3(b)(1)(ii)  [ ]
     Rule 12g-4(a)(1)(ii)  [ ]        
     Rule 12g-4(a)(2)(i)   [ ]           Rule 12h-3(b)(2)(i)   [ ]
     Rule 12g-4(a)(2)(ii)  [ ]           Rule 13h-3(b)(2)(ii)  [ ]
     Rule 12h-3(b)(1)(i)   [x]           Rule 15d-6            [ ]
             


     Approximate number of holders of record as of the certification or notice
date:  zero (0)


     Pursuant to the requirements of the Securities Exchange Act of 1934
Associated Physicians Capital, Inc. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.




Date June 24, 1996                 By /s/ John F. Snyder
     ----------------------------     ---------------------------------------
                                      John F. Snyder, Chief Financial Officer



<PAGE>   1
                                                        EXHIBIT 99.1

File Number  5459-662-6




                              STATE OF ILLINOIS
                                  OFFICE OF
                            THE SECRETARY OF STATE


Whereas,  Articles of Dissolution of Associated Physicians Capital, Inc.
          Incorporated under the laws of the State of Illinois have been
          filed in the office of the Secretary of State as provided by the
          Business Corporation Act of Illinois, in force July 1, A.D., 1984.

Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois,
by virtue of the powers vested in me by law, do hereby issue this certificate
and attach hereto a copy of the Application of the aforesaid corporation.

In Testimony Whereof, I hereto set my hand and cause to be affixed
                 the Great Seal of the State of Illinois, at the City of        
                 Springfield, this 4th day of June A.D. 1996 and of the
                 Independence of the United States the two hundred and 20th.


                                        Secretary of State






C-2122



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