UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-67303
AmeriSave 401(k) Plan
(Full title of the plan)
AMERIPATH, INC.
(Name of issuer of the securities held pursuant to the plan)
James C. New
President and Chief Executive Officer
AmeriPath, Inc.
7289 Garden Road, Suite 200
Riviera Beach, Florida 33404
(Address of principal executive offices)
(Zip Code)
--------------------------------------
Curtis A. Wolfe, Esq.
Steel Hector & Davis LLP
200 South Biscayne Boulevard
Suite 4000
Miami, Florida 33131-2398
(305) 577-7000
<PAGE>
AmeriSave
401(k) Plan
Financial Statements and
Supplemental Schedule
December 31, 1999 and 1998
<PAGE>
AmeriSave
401(k) Plan
Index
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Page
Financial Statements:
Report of Independent Accountants 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-12
Supplemental Schedule:
Schedule I - Schedule of Assets Held for Investment Purposes at
End of Year 13-14
<PAGE>
Report of Independent Accountants
To the Participants and Administrator
of the AmeriSave 401(k) Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the AmeriSave 401(k) Plan (the "Plan") at December 31, 1999 and 1998, and the
changes in net assets available for benefits for the years then ended in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at end of year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
As discussed in Note 10, during 1999 and 1998, the assets of four plans were
merged into the Plan and participants became eligible to participate in the Plan
subject to the provisions of the Plan agreement.
/s/ PricewaterhouseCoopers LLP
June 15, 2000
<PAGE>
AmeriSave
401(k) Plan
Statement of Net Assets Available for Benefits
--------------------------------------------------------------------------------
December 31,
1999 1998
Assets
Investments, at fair value $ 31,186,041 $ 21,362,890
Receivables:
Participant notes 526,071 500,492
-------------- --------------
Net assets available for benefits $ 31,712,112 $ 21,863,382
-------------- --------------
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
AmeriSave
401(k) Plan
Statement of Changes in Net Assets Available for Benefits
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Years Ended
December 31,
1999 1998
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Interest $ 568,276 $ 545,642
Dividends -- 8,101
Net appreciation in fair value of investments 4,158,990 1,598,980
----------- -----------
4,727,266 2,152,723
----------- -----------
Contributions:
Employer 449,330 350,278
Employee 5,045,876 2,920,355
----------- -----------
5,495,206 3,270,633
Transfer from affiliated plans 2,589 252,600
----------- -----------
Total additions 10,225,061 5,675,956
Deductions from net assets attributed to:
Benefit payments 758,634 959,765
Transaction charge 11,209 10,968
Participant notes receivable terminated
due to withdrawal of participant 61,787 3,516
Liquidation of Van Kampen Funds -- 1,692,960
----------- -----------
Total deductions 831,630 2,667,209
Change in forfeiture reserve, net 618 261
----------- -----------
Net increase prior to plan merger 9,394,049 3,009,008
Transfer of assets due to plan merger 454,681 14,317,048
----------- -----------
Net increase 9,848,730 17,326,056
Net assets available for benefits at beginning of year 21,863,382 4,537,326
----------- -----------
Net assets available for benefits at end of year $31,712,112 $21,863,382
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
AmeriSave
401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
1. Description of Plan
The following description of the AmeriSave 401(k) Plan (the "Plan")
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan established effective January 1,
1994 and most recently amended August 1, 1998. Employees of Ameripath,
Inc. and its affiliates (collectively, the "Company") become eligible to
participate on the first day of the next calendar quarter following the
completion of six months of service. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Contributions
Participants may contribute an amount equal to not less than 1 percent
nor more than 15 percent of their compensation for the contribution
period. Participants direct the investment of their contributions into
various investment options offered by the Plan. The Plan currently offers
a general account, 11 pooled separate accounts and a Company stock as
investment options for participants. Employee contributions are recorded
in the period during which the Company makes payroll deductions from the
participant's earnings.
The Company will make a matching contribution in an amount equal to $.25
for each $1.00 contributed by a participant, up to a maximum of $1,000.
The Company may also make additional discretionary matching
contributions. Matching Company contributions are recorded in the same
period as employee contributions. Additional discretionary matching
contributions, if any, are recorded annually.
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocation of the Company's contribution and plan
earnings. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
4
<PAGE>
AmeriSave
401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. The balance of vesting in the participants'
accounts is based on years of service. A participant becomes 20 percent
vested after one year of service, 40 percent vested after two years of
service, 60 percent vested after three years of service, 80 percent
vested after four years of service, and 100 percent vested after five
years of service. However, if an active participant dies prior to
attaining the normal retirement age, the participant's account becomes
100 percent vested.
Payment of Benefits
On termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of the vested portion of his or her
account, a distribution in the form of an annuity, or installment
payments. Distributions are subject to the applicable provisions of the
Plan agreement. Benefit claims are recorded as expenses when they have
been approved for payment and paid by the Plan.
Participant Notes Receivable
Participants may borrow up to a maximum of $50,000 or 50 percent of the
vested portion of his or her account balance, whichever is less. Loans
are treated as a transfer to/from the investment fund from/to Participant
Notes Receivable. A loan is secured by the balance in the participant's
account and bears interest at a rate commensurate with market rates for
similar loans, as defined (7.00% to 10.00% for the years ended December
31, 1999 and 1998).
Cash Equivalents
Contributions received prior to year end awaiting investment in the
appropriate investment option at December 31, 1999 are invested in the
CIGNA Charter Guaranteed Short-Term Account, which is recorded at fair
value, and are included within the fund in which the units are
subsequently purchased.
5
<PAGE>
AmeriSave
401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
2. Summary of Accounting Policies
Method of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein. Actual results could differ from those
estimates.
Amounts shown by investment fund option on the statement of net assets
available for benefits as of December 31, 1998 and the statement of
changes in net assets available for benefits for the year ended December
31, 1998 have been reclassified to be shown in total to conform to the
current year presentation in order to adopt AICPA Statement of Position
99-3, "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters."
Investment Valuation
Investments in pooled separate accounts are recorded at fair value, as
determined by the unit value reported by Connecticut General Life
Insurance Company ("CG Life"). Investments in the general account are
non-fully benefit responsive and are recorded at fair value. Participant
notes receivable are valued at cost which approximates fair value. The
Company stock is valued at its quoted market price.
6
<PAGE>
AmeriSave
401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
3. Investment Contract with Insurance Company
The Plan participates in contracts with CG Life via an investment in the
CIGNA Charter Guaranteed Income Fund. CG Life commingles the assets of
the CIGNA Charter Guaranteed Income Fund with other assets. For the
Plan's investment in the CIGNA Charter Guaranteed Income Fund, the Plan
is credited with interest at the rate specified in the contract which was
5.35% and ranged from 5.80% to 5.70% for the years ended December 31,
1999 and 1998, respectively, net of asset charges. CG Life prospectively
guaranteed the interest rates credited for the CIGNA Charter Guaranteed
Income Fund for six months. As discussed in Note 2, the CIGNA Charter
Guaranteed Income Fund is included in the financial statements at fair
value which, principally because of the periodic rate reset process,
approximates contract value.
4. Investments
Investments that represent 5 percent or more of the Plan's net assets are
separately identified below.
<TABLE>
<CAPTION>
December 31,
1999 1998
<S> <C> <C>
CIGNA Charter Guaranteed Income Fund $ 10,141,567 $ 10,061,032
interest rates, 5.35%; 5.70%
CIGNA Charter Large Company Stock Index Fund 4,509,926 3,050,266
units, 57,262; 46,747
CIGNA Fidelity Advisor Growth Opportunities Fund 2,969,175 2,001,104
units, 36,720; 25,708
CIGNA PBHG Growth Fund - 1,381,717
units, -; 54,100
CIGNA Janus Worldwide Fund 4,032,388 1,611,387
units, 45,065; 29,599
CIGNA INVESCO Small Company Growth Fund 2,817,578 -
units, 67,406; -
</TABLE>
7
<PAGE>
AmeriSave
401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
Investment Performance
During 1999 and 1998, the Plan's investments (including dividends and
gains and losses on investments bought and sold, as well as held during
the year) appreciated in value by $4,727,266 and $2,152,723,
respectively, as follows:
<TABLE>
<CAPTION>
Years Ended
December 31,
1999 1998
<S> <C> <C>
General Account:
CIGNA Charter Guaranteed Income Fund $ 522,448 $ 516,332
Pooled Separate Accounts:
CIGNA Charter Large Company Stock
Index Fund 737,343 416,155
CIGNA Lifetime20 Fund 82,083 23,568
CIGNA Lifetime30 Fund 88,837 27,298
CIGNA Lifetime40 Fund 92,954 28,577
CIGNA Lifetime50 Fund 150,720 72,749
CIGNA Lifetime60 Fund 6,442 5,326
CIGNA Fidelity Advisor Growth
Opportunities Fund 84,337 274,659
CIGNA PBHG Growth Fund 162,613 106,306
CIGNA Janus Worldwide Fund 1,499,928 211,657
CIGNA Templeton Foreign Fund 201,221 (9,857)
CIGNA INVESCO Small Company Growth Fund 963,109 --
CIGNA Lazard International Equity Fund 146,854 --
CIGNA State Street Global Advisors
Intermediate Bond Fund 2,842 --
----------- -----------
$ 4,219,283 $ 1,156,438
</TABLE>
8
<PAGE>
AmeriSave
401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Mutual Funds:
VKAC Harbor Fund $ -- $ 812
VKAC Comstock Fund -- 2,514
VKAC Pace Fund -- 3,690
VKAC Emerging Growth Fund -- 99,514
VKAC Corporate Bond Fund -- 183
VKAC High Income Corporate Bond Fund -- 591
VKAC Government Securities Fund -- 221
VKAC Global Government Securities Fund -- 237
VKAC Global Managed Assets Fund -- 3,249
VKAC Real Estate Securities Fund -- (49)
VKAC Utility Fund -- 140
VKAC U.S. Government Fund -- 19
Van Kampen Enterprise Fund -- 21,114
Van Kampen Growth and Income Fund -- 33,290
Van Kampen Reserve Fund -- 2,408
Van Kampen Equity Income Fund -- 3,677
VKAC Morgan Stanley Global Equity Fund -- 6,536
Limited Partnership -- (7,217)
----------- -----------
-- 170,929
Company Stock:
Ameripath Stock (60,293) 279,714
Participant Notes Receivable 45,828 29,310
----------- -----------
Net increase $ 4,727,266 $ 2,152,723
----------- -----------
</TABLE>
Effective March 25, 1997, the following Van Kampen American Capital
("VKAC") mutual funds were deleted as investment options: VKAC Harbor
Fund, VKAC Comstock Fund, VKAC Pace Fund, VKAC Emerging Growth Fund, VKAC
Corporate Bond Fund, VKAC High Income Corporate Bond Fund, VKAC
Government Securities Fund, VKAC U.S. Government Trust for Income, VKAC
Global Government Securities Fund, VKAC Global Managed Assets Fund, VKAC
Real Estate Securities Fund, VKAC Utility Fund, VKAC U.S. Government
Fund, VKAC Enterprise Fund, VKAC Growth and Income Fund, VKAC Reserve
Fund, VKAC Equity Income Fund, and VKAC Morgan Stanley Global Equity
Fund. Effective April 1, 1998, the assets held in trust at VKAC were
transferred to CG Life and participants were eligible to allocate their
account balances into the CIGNA investment options.
9
<PAGE>
AmeriSave
401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
5. Related-Party Transactions
Plan assets include investments in funds managed by CG Life, a wholly
owned division of CIGNA. CIGNA is the Plan's trustee and as such,
transactions with the trustee qualify as party-in-interest transactions.
Personnel and facilities of the Company have been used to perform
administrative functions for the Plan at no charge to the Plan. In
addition, the Plan holds shares of Ameripath, Inc., the Plan sponsor,
which also qualifies as a party-in-interest.
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
7. Tax Status
The Company has adopted a CG Life prototype plan which has been
determined by the Internal Revenue Service to be in accordance with
applicable sections of the Internal Revenue Code ("IRC"). The Plan has
not yet filed for an individual determination letter. The Plan's
administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with applicable
requirements of the IRC. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
Nondiscrimination testing in accordance with the IRC was not completed
for the 1999 plan year. Management is in process of performing the
testing management intends to take the appropriate steps to facilitate
the continued tax qualified status of the Plan.
10
<PAGE>
AmeriSave
401(k) Plan
Notes to Financial Statements
--------------------------------------------------------------------------------
8. Reconciliation of Plan Financial Statements to the Form 5500
The Annual Return/Report of Employee Benefit Plan (the "Form 5500") is
prepared on the modified cash basis. Accordingly, certain balances
included on Schedule H (Part I and II) of the Form 5500 differ from those
included in these financial statements. Contributions in the statement of
changes in net assets available for benefits differ from contributions in
the Form 5500 by the amount of cash equivalents at December 31. The
ending net asset balances are reconciled as follows:
December 31,
1999
-----------
Net assets, reflected on Form 5500 $30,031,836
Add: Cash Equivalents 1,680,276
-----------
Net assets, reflected in the financial statements $31,712,112
===========
9. Transfer from Affiliated Plans
In 1998, loan principal was transferred into the Plan from the American
Laboratories 401(k) and Profit Sharing Plan and the Derrick & Associates
Pathology P.A. Cash or Deferred Profit Sharing Plan and Trust.
In 1999, loan principal attributable to the employees of Consulting
Pathologist, P.A. was transferred into the Plan.
10. Plan Mergers
Effective April 1, 1998, the assets held in a trust at Van Kampen
American Capital ("VKAC") for the American Laboratories 401(k) and Profit
Sharing Plan were transferred to CG Life and participants became eligible
to participate in the Plan subject to the provisions of the Plan
agreement.
Effective May 4, 1998, the Derrick & Associates Pathology, P.A. Cash or
Deferred Profit Sharing Plan and Trust merged with the Plan and
participants became eligible to participate in the Plan subject to the
provisions of the Plan agreement.
In 1999, certain assets attributable to the employees of Consulting
Pathologist, P.A. and Consultant Physicians in Pathology were transferred
to the Plan and certain employees became eligible to participate in the
Plan subject to the provisions of the Plan agreement.
11
<PAGE>
11. Forfeitures
The net change in forfeiture reserve represents the net change in the
available forfeiture reserve balance from the prior year plus the current
year forfeitures generated. Forfeitures result from nonvested benefit
payments remaining in the Plan for all terminated employees. Upon
reaching the break-in-service requirement, as defined in the Plan
agreement, forfeitures generated are added to the forfeiture reserve
balance. The forfeiture reserve of $12,393 and $7,216 at December 31,
1999 and 1998, respectively, is included in the CIGNA Charter Guaranteed
Income Fund and is available to offset contributions, which would be
otherwise payable by the Company, in accordance with the Plan agreement.
12. Subsequent Events
Effective July 1, 2000, the Company increased its matching contribution
to $.50 for each $1.00 contributed by a participant, up to a maximum of
$1,000 on the first 6 percent of compensation.
Effective July 1, 2000, the Plan added the CIGNA INVESCO Dynamics Fund,
CIGNA INVESCO Technology II Fund, CIGNA Charter Small Company Stock -
Value I Fund and CIGNA Janus Aspen Series Growth Fund as investment
options.
12
<PAGE>
<TABLE>
<CAPTION>
AmeriSave Supplemental Schedule
401(k) Plan Schedule I
Schedule H (Part IV) Form 5500 - Schedule of Assets Held for Investment Purposes
at end of Year
December 31, 1999
---------------------------------------------------------------------------------------------------------------------------
(c)
(b) Description of investment including
Identity of Issue, borrower, maturity date, rate of interest, (d) (e)
(a) lessor, or similar party collateral, par, or maturity value Cost Current value
<S> <C> <C> <C>
* Connecticut General Life CIGNA Charter Guaranteed Income Fund N/A** $10,141,567
Insurance Company
* Connecticut General Life CIGNA Charter Large Company Stock N/A** 4,509,926
Insurance Company Index Fund
* Connecticut General Life CIGNA Lifetime20 Fund N/A** 441,828
Insurance Company
* Connecticut General Life CIGNA Lifetime30 Fund N/A** 576,290
Insurance Company
* Connecticut General Life CIGNA Lifetime40 Fund N/A** 609,646
Insurance Company
* Connecticut General Life CIGNA Lifetime50 Fund N/A** 1,247,914
Insurance Company
* Connecticut General Life CIGNA Lifetime60 Fund N/A** 106,259
Insurance Company
* Connecticut General Life CIGNA Fidelity Advisor Growth N/A** 2,969,175
Insurance Company Opportunities Fund
* Connecticut General Life CIGNA Janus Worldwide Fund N/A** 4,032,388
Insurance Company
* Indicates an identified person known to be a party-in-interest to the Plan.
** Cost information has been omitted for participant directed investments.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
(c)
(b) Description of investment including
Identity of Issue, borrower, maturity date, rate of interest, (d) (e)
(a) lessor, or similar party collateral, par or maturity value Cost Current value
<S> <C> <C> <C>
* Connecticut General Life CIGNA INVESCO Small Company N/A** $ 2,817,578
Insurance Company Growth Fund
* Connecticut General Life CIGNA Lazard International Equity Fund N/A** 1,247,113
Insurance Company
* Connecticut General Life CIGNA State Street Global Advisors N/A** 12,006
Insurance Company Intermediate Bond Fund
* National Financial Ameripath Stock N/A** 794,075
Services Corporation
* Plan Participants Participant Notes Receivable N/A** 526,071
* Connecticut General Life Cash Equivalents (CIGNA Charter N/A** 1,680,226
Insurance Company Guaranteed Short-Term Account)
* Indicates an identified person known to be a party-in-interest to the Plan.
** Cost information has been omitted for participant directed investments.
</TABLE>
14
<PAGE>
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Employee Benefits Plan Administrative Committee has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
DATE: June 28, 2000 AmeriSave 401(k) Plan
---------------------
(Name of Plan)
By: /S/ Robert P. Wynn
------------------
Robert P. Wynn
Executive Vice President
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
----------- -------------------
23.1 Consent of Independent Accountants
