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EXHIBIT 99.3
QUESTIONS
&
ANSWERS
ABOUT
THE
CONVERSION
OF
MUTUAL INSURANCE CORPORATION
OF AMERICA
[COMPANY LOGO]
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[COMPANY LOGO]
QUESTIONS AND ANSWERS ABOUT THE CONVERSION
OF
MUTUAL INSURANCE CORPORATION OF AMERICA
The board of directors of Mutual Insurance Corporation Of America
(MICOA) has unanimously voted to convert MICOA from a mutual insurance company
to a stock insurance company, subject to approval of the conversion by the
policyholders. Complete details on the conversion, including the reasons for the
conversion, are contained in MICOA's Notice of Special Meeting and proxy
statement and in the prospectus of American Physicians Capital, Inc.
(APCapital), a newly formed stock company that will own MICOA after the
conversion. We ask you to read these documents carefully.
This brochure is provided to answer basic questions you might have
about the conversion. The conversion will not affect the rates, terms or
conditions of your policy or policies.
MUTUAL TO STOCK CONVERSION
1. Q Why did I receive this package in the mail?
A MICOA is undertaking a mutual-to-stock conversion, which
includes an offering of APCapital common stock. If you were a
policyholder of MICOA on June 28, 2000, you have the right to
vote upon the conversion and, if you were a policyholder on
that date, an officer or director of MICOA or a person or
entity listed in the answer to Question 17, you may subscribe
for APCapital common stock.
2. Q What is a "Conversion"?
A The conversion is a change in the legal form of organization.
MICOA is currently organized as a mutual insurance company
with no shareholders. Through the conversion, MICOA will
become a stock insurance company, and all of the stock will be
owned by APCapital. APCapital will in turn offer its shares to
policyholders and others who are eligible to participate in
the offering.
3. Q Why is MICOA converting to stock form?
A The conversion and sale of APCapital stock will:
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- increase our surplus, thereby strengthening policyholder
protection, as a result of the contribution of proceeds by
APCapital to MICOA;
- provide greater flexibility for future product line expansion
and geographic diversification;
- enhance operational flexibility and improve financial
capability to compete more effectively with other insurance
companies and other types of financial services organizations;
- support future strategic transactions, including potential
acquisitions;
- create the ability to use APCapital stock, in addition to
cash, as consideration for strategic acquisitions;
- enhance our access to public capital markets; and
- permit us to attract, motivate and retain highly qualified
employees through the use of stock-based compensation
programs.
4. Q Will the conversion have any effect on my insurance policy
with MICOA?
A The conversion will not change the rates, terms or conditions
of your policy. After the conversion, however, you will no
longer have voting rights as a policyholder or the right as a
policyholder to receive distributions of MICOA's surplus upon
liquidation of MICOA.
5. Q Did the board of directors approve the conversion?
A Yes. The board of directors unanimously adopted the plan of
conversion and recommends that all policyholders vote "FOR"
approval of the plan of conversion.
6. Q Has the plan of conversion received state regulatory approval?
A Yes. The Office of Financial and Insurance Services of the
Michigan Department of Consumer and Industry Services has
approved MICOA's plan of conversion as required by Michigan
law.
ABOUT VOTING "FOR" THE PLAN OF CONVERSION
7. Q What vote is necessary to approve the plan of conversion?
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A The conversion requires the affirmative vote of at least
two-thirds of the votes cast in person or by proxy at the
Special Meeting of Eligible Policyholders of MICOA.
8. Q What happens if MICOA does not obtain enough votes to approve
the plan of conversion?
A MICOA's conversion would not take place and MICOA would remain
a mutual insurance company.
9. Q If I vote "FOR" the conversion, am I required to buy stock?
A No. A vote "FOR" conversion will not obligate you to buy any
stock.
10. Q How many votes do I have?
A There is one vote for every one hundred ($100.00) dollars of
premium paid within the twelve months preceding the record
date of the Special Meeting of Eligible Policyholders of
MICOA.
11. Q Am I required to vote?
A No. You are not required to vote. Failure to vote will not
constitute a vote for or against the conversion. However,
approval of the conversion requires that at least 200 of the
policyholders be present at the meeting, either in person or
by proxy, to vote on the plan of conversion and that the plan
of conversion receive the affirmative vote of at least
two-thirds of the votes cast by the policyholders of MICOA. We
therefore ask that you cast your vote, sign, date, and return
your proxy card today.
12. Q May I vote in person at the Special Meeting?
A Yes. But we would still like you to sign your proxy and mail
it today. You may attend the meeting even if you have already
voted by proxy. If you attend the meeting in person and wish
to change your vote, you may revoke your proxy and vote in
person.
13. Q Why did I get several proxy cards?
A If you have more than one policy with MICOA, you may receive
more than one proxy, depending on the named insureds on your
policies. PLEASE VOTE AND SIGN ALL PROXY CARDS!
14. Q If a policy is in joint names, must signatures of both parties
be on the proxy card?
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A No. The signature of only one policyholder is required.
ABOUT THE SUBSCRIPTION OFFERING
15. Q What is the subscription offering?
A The subscription offering is an offering of APCapital common
stock. APCapital is a new company which will be publicly
traded and will own MICOA and its subsidiaries after the
conversion. The right to participate in the subscription
offering is limited to eligible policyholders, officers and
directors and is non-transferable.
16. Q Am I eligible to participate in the subscription offering?
A A person who was a named insured on June 28, 2000 under a
policy of insurance issued by MICOA is an eligible
policyholder. If the policy lists more than one named insured,
all persons identified on the policy as a named insured
jointly constitute one eligible policyholder.
17. Q Will stock be sold to anyone other than policyholders,
officers and directors?
A Yes. Concurrent with the subscription offering, MICOA is also
offering shares of common stock in a best efforts offering.
The following persons may be eligible to participate in the
best efforts offering:
(1) People who were named policyholders of insurance
policies issued by MICOA in the three years preceding
June 28, 2000 and were not policyholders on June 28,
2000;
(2) Named policyholders of MICOA insurance policies who
bought their insurance after June 28, 2000;
(3) Named policyholders of insurance issued by MICOA's
subsidiaries as of June 28, 2000;
(4) People insured pursuant to certificates of insurance
under policies issued by MICOA or its subsidiaries
within the three years preceding June 28, 2000;
(5) The Michigan State Medical Society, Michigan
Osteopathic Association, Kentucky Medical
Association and New Mexico Medical Society, and each
of their subsidiaries;
(6) Licensed insurance agents with an agency contract
with MICOA or its subsidiaries, as reflected on the
books and records of MICOA and its subsidiaries; and
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(7) Employees of APCapital, MICOA and their subsidiaries
who are not eligible to participate in the
subscription offering.
Whether common stock may be purchased in the best efforts
offering is subject to the prior rights of the participants in
the subscription offering and to the discretion of MICOA. Best
efforts offering participants will only be able to buy shares
of common stock if policyholders, officers and directors buy
less than the maximum number of shares in the subscription
offering. Shares are being sold in the best efforts offering
at the same price as the shares in the subscription offering.
During the subscription and best efforts offerings period, we
are also offering shares to the general public as part of a
firm commitment underwritten offering. Shares that are not
sold in the subscription and best efforts offerings will be
sold through the underwriters to the general public at a price
to be negotiated with the underwriters.
18. Q How do I subscribe for shares?
A (1) Complete and sign the enclosed stock order form.
(2) Mail the form with a check (personal, certified or
bank) or money order for the number of shares
subscribed for in the enclosed envelope. Cash and
credit card payments will not be accepted.
If you misplace the envelope, mail your form and
payment to:
ChaseMellon Shareholder Services, LLC
P.O. Box 1016
New York, NY 10268-1016
19. Q Can I purchase shares of common stock in the subscription or
best efforts offerings through my broker?
A No. Shares offered in the subscription and best efforts
offerings may be purchased only by completing the stock order
form. After the conversion is completed, the common stock of
APCapital may be bought and sold in the market through brokers
like any other common stock if we are accepted for listing on
Nasdaq as anticipated.
20. Q What is the deadline to submit my stock order form to the
subscription agent?
A The completed and signed stock order form accompanied by check
or money order for good funds must be RECEIVED BY THE
SUBSCRIPTION AGENT BY , 2000 TO BE CONSIDERED FOR
ACCEPTANCE BY APCAPITAL.
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21. Q How many shares of common stock can I buy and what is the
price?
A The minimum number of shares you can buy is 100. The maximum
number of shares you may buy is_________________. The maximum
applies per person, regardless of the number of named insureds
on the policy and regardless of the number of policies you
have. Shares are being sold in the subscription and best
efforts offerings at $_____ per share. If the full number of
shares being offered is not purchased by subscribers in the
subscription and best efforts offerings, the remainder of the
shares will be sold to the public in a firm commitment
underwritten offering at a price to be negotiated with the
underwriters. If the price in the firm commitment underwritten
offering is lower than the subscription and best efforts
offerings price, the subscription and best efforts offerings
price will be adjusted downward.
22. Q What is the stock order form?
A The stock order form is the [color]_____________________
document enclosed in this package. You must complete, sign and
return this form with your check or money order to the
subscription agent in order to purchase shares in the
subscription offering. The document requires that you furnish
certain important information, such as your name, address and
social security number, and that you confirm that you have
received the prospectus at least 48 hours prior to the
expiration date.
23. Q Who should be the payee on my check or money order?
A Your check (personal, certified or bank) or money order should
be made payable to "ChaseMellon Shareholder Services." Please
make sure your name is on the check or shown as the remitter
on a money order.
24. Q Will I be charged a commission on the purchase of the common
stock in the subscription or best efforts offerings?
A No. You will not be charged a brokerage commission to purchase
common stock in the subscription or best efforts offerings.
25. Q Will I earn interest on funds submitted to purchase shares in
the subscription or best efforts offerings?
A Funds you submit to purchase shares in the subscription or
best efforts offerings will not earn interest; they will be
held in escrow until the conversion is completed and
policyholders have approved the conversion. If the offering is
terminated, the funds you submitted will be returned to you
promptly, without interest.
26. Q May my subscription rights be sold or assigned?
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A No. Pursuant to the plan of conversion, subscription rights
granted in the conversion are not transferable. Further,
subscription rights cannot be used to transfer stock to
another person.
27. Q How will I know my order has been received?
A The subscription agent will mail an acknowledgment of receipt
to you.
28. A What will happen to my order if orders are received for more
common stock than is available?
A In the event of an over-subscription, shares will be allocated
on a formula basis as disclosed in the prospectus. You will
receive a cash refund for the shares you requested and paid
for, but did not receive.
29. Q Can I change my mind after placing my order?
A No. You may not modify or withdraw your order once it has been
submitted without our consent, which will be granted only upon
written request and evidence of exigent circumstances.
30. Q When can I expect to receive the stock certificate for my
common stock?
A It is expected that the conversion and the offerings will
close within 30 to 45 days after the Special Meeting of
Eligible Policyholders is held. A stock certificate for your
shares and any refund check, if applicable, will be mailed to
you promptly thereafter. Please be aware that you may not be
able to sell shares purchased until receipt of a common stock
certificate.
31. Q How many stock certificates will I receive for my shares of
common stock?
A You will receive one stock certificate representing all shares
of common stock purchased by you in the subscription offering.
Unfortunately, you may not request additional certificates for
smaller denominations of shares until after the conversion is
completed. The transfer agent may require a nominal fee from
you for this service.
32. Q What if my address changes either during the subscription and
best efforts offerings or before I receive my stock
certificate?
A The stock certificate and any refund check will be mailed to
the address provided in the stock order form. Therefore, it is
your responsibility to provide appropriate forwarding
instructions to your post office, or, when completing the
stock order form, provide an address where you will be sure
your mail will be safely received.
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33. Q Will dividends be paid on the APCapital common stock?
A The board of directors of APCapital does not currently
anticipate paying dividends.
34. Q I was formerly a MICOA policyholder, but I no longer am. Am I
eligible to subscribe for shares?
A If you were a policyholder on June 28, 2000, you may subscribe
for shares even if your policy is no longer in effect. Even if
you were not a policyholder on June 28, 2000, you may also be
eligible to participate in the best efforts offering. See the
answer to Question 17.
35. Q How will the common stock be traded?
A APCapital's common stock is expected to be quoted on the
Nasdaq National Market(SM) under the symbol "ACAP" upon
completion of the conversion. Listing on the Nasdaq is subject
to the satisfaction of various conditions. No assurance can be
given that an established and liquid market for the common
stock will develop. Refer to "Market for the Common Stock" in
the prospectus for more information.
36. Q How can I get future information about the conversion?
A Call the subscription agent at 888-634-6307.
THIS BROCHURE IS NOT AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY STOCK.
THE OFFER WILL BE MADE ONLY BY THE ENCLOSED PROSPECTUS.
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