Proposed Acquisition of Control of Physicians Insurance Co of WI by American Physicians

​​​​​​​​Last Updated: July 28, 2005

Information on the Proposed Acquisition of Control of Physicians Insurance Company of Wisconsin, Inc., by American Physicians Capital, Inc., and American Physicians Assurance Corporation​

On September 21, 2004, American Physicians Capital, Inc., and American Physicians Assurance Corporation filed a plan to acquire 4,450 shares of common stock in Physicians Insurance Company of Wisconsin, Inc., from five current shareholders at a purchase price of $3,800 per share in cash. If the proposed purchase is consummated, the applicants will own approximately 22.7% of the outstanding shares of Physicians Insurance Company of Wisconsin, Inc. The proposal indicates that the applicants might purchase an additional 332 shares from an as yet unidentified shareholder that is described as a dissolved corporation in the event that this shareholder is able to obtain replacement certificates and to demonstrate its legal ownership of the shares and the legal authority of those purporting to act on the corporation's behalf. If these 332 shares are purchased, the applicants' percentage of ownership of Physicians Insurance Company of Wisconsin, Inc.'s, common stock would approximate 24%.​​​

The plan of acquisition filed by American Physicians Capital, Inc., and American Physicians Assurance Corporation, along with all pertinent correspondence and statutorily required information, will be placed in this section of OCI's Web site.

As required by law, OCI will hold a public hearing concerning this application for acquisition of control. The time of the hearing has not yet been scheduled. Review of the application is continuing.

Notations on Accessing Information

Forms and other documents filed by American Physicians Capital, Inc., with the U.S. Securities and Exchange Commission (hereinafter also, SEC) may be accessed on that federal agency's website at http://www.sec.gov.​​

Financial information concerning individual insurance companies, including key annual statement pages, may be accessed on the Consumers Information Source section of the National Association of Insurance Commissioners' Web site at http://www.naic.org/consumer/.

Application Material filed September 21, 2004

• Transmittal letter to Commissioner Jorge Gomez from David J. Hanson, Michael Best & Friedrich LLP, dated September 21, 2004
• Form A - Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer, dated September 21, 2004 (file size: 1,693)
• Appendix A - Stock Purchase Agreement (file size: 3,517)
• Appendix B - American Physicians Capital, Inc. Form 10-K for the year ended December 31, 2003, and Form 10-Q for the quarter ended June 30, 2004
• Appendix C - Wisconsin Market Share 2003 for Medical Malpractice
• Appendix D - Organizational Chart
• Appendix E - PIC-Wisconsin Shareholder Value Plan​
• Appendix F -Annual Statements for Insurance Corporation of America for 1999 through 2003
• Appendix G - Audited Financial Statements for Insurance Corporation of America for 1999 through 2003
• Appendix H - Annual Statements for APSpecialty Insurance Corporation (formerly known as "RML Insurance Company") for 1999 through 2003
• Appendix I - Audited Financial Statements for APSpecialty Insurance Corporation (formerly known as "RML Insurance Company") for 1999 through 2003
• Appendix J - Audited Financial Statements for American Physicians Capital, Inc. covering 1998 through 2003

Letter dated September 29, 2004

Letter to Commissioner Jorge Gomez from William T. Montei, President and Chief Executive Officer of Physicians Insurance Company of Wisconsin, Inc., dated September 29, 2004​

Letter from the Commissioner dated October 5, 2004

Letter to David J. Hanson, Michael Best & Friedrich LLP, and Jeffrey B. Bartell, Quarles & Brady LLP, from Commissioner Jorge Gomez, dated October 5, 2004

Application Material filed October 11, 2004

• Transmittal Letter to Roger A. Peterson, Director of the Bureau of Financial Analysis & Examinations, from David J. Hanson, Michael Best & Friedrich, dated October 11, 2004
• Report of Examination of American Physicians Insurance Corporation as of December 31, 2003, by the Office of Financial and Insurance Services of the Michigan Commissioner of Insurance
• Report of Examination of Insurance Corporation of America as of December 31, 2003 by the Office of Financial and Insurance Services of the Michigan Commissioner of Insurance
• Report of Examination of APSpecialty Insurance Corporation as of December 31, 2003 by the Office of Financial and Insurance Services of the Michigan Commissioner of Insurance

Request for Admission as a Party by Physicians Insurance Company of Wisconsin, Inc.

• Transmittal Letter to Commissioner Jorge Gomez from John S. Skilton, Heller Ehrman White & McAuliff LLP, dated October 15, 2004​
• Motion for Request for Admission as a Party
• Affidavit of William T. Montei, President and Chief Executive Officer of Physicians Insurance Company of Wisconsin, Inc.

American Physicians Assurance Corporation's Response to Physician Insurance Company of Wisconsin, Inc.'s Request for Admission as a Party

• Transmittal Letter to Commissioner Jorge Gomez from David J. Hanson, Michael Best & Friedrich LLP, dated October 26, 2004
• Response to Request for Admission as a Party

Physicians Insurance Company of Wisconsin, Inc.'s Reply to American Physicians Assurance Corporation's Response to the Request for Admission as a Party

• Transmittal Letter to Commissioner Jorge Gomez from John S. Skilton, Heller Ehrman White & McAuliff LLP, dated November 2, 2004
• Reply to Response for Request for Admission as a Party

Request for Admission as a Party by Dean Health Systems, Inc.

• Transmittal Letter to Commissioner Jorge Gomez from Andrew J. Guzikowski of Whyte Hirshboeck Dudek S.C., dated November 2, 2004
• Motion for Request for Admission as a Party
• Affidavit of Allen D. Kemp, M.D., Chairman and Chief Executive Officer of Dean Health Systems, Inc.

OCI Letter dated November 5, 2004

Letter to David J. Hanson of Michael Best & Friedrich LLP, John S. Skelton of Heller Ehrman White & McAuliff, and Andrew J. Guzikowski of Whyte Hirshboeck Dudek S.C. from Fred Nepple, General Counsel of the Office of the Commissioner of Insurance​

Request for Admission as a Party by Mercy Health Systems Corporation

• Transmittal Letter to Commissioner Jorge Gomez from Ralph V. Topinka, Vice President and General Counsel, dated November 5, 2004
• Motion for Request for Admission as a Party
• Affidavit of Joseph D. Nemeth, Vice President and Chief Financial Officer of Mercy Health Systems Corporation

Request for Admission as a Party by Aurora Health Care, Inc.

• Transmittal Letter to Fred Nepple, OCI's General Counsel, from Robert O'Keefe, Vice President, Treasury Services of Aurora Health Care, Inc., dated November 18, 2004
• Motion for Request for Admission as a Party
• Affidavit of Robert O'Keefe, Vice President, Treasury Services of Aurora Health Care, Inc.

PIC-WI Amendment to Bylaws and Shareholder Rights Agreement

• Letter to Roger Peterson, Director of the OCI's Bureau of Financial Analysis and Examinations, from David L. Maurer, Chief Financial Officer of Physicians Insurance Company of Wisconsin, dated November 22, 2004
• Amended and Restated Bylaws of Physicians Insurance Company of Wisconsin dated October 21, 2004
• Redlined illustration of changes to the Bylaws dated October 21, 2004
• Rights Agreement dated as of November 4, 2004 between Physicians Insurance Company of Wisconsin and American Stock Transfer & Trust Company

Request for Admission as a Party by The Monroe Clinic, Inc.

• Transmittal Letter to the OCI from Thomas R. Streifender of von Breisen & Roper, S.C., dated November 30, 2004​
• Motion for Request for Admission as a Party
• Affidavit of Michael B. Sanders, President and Chief Executive Officer of The Monroe Clinic, Inc.

Amendments to Agreements

• Transmittal Letter to Fred Nepple, OCI's General Counsel, from David J. Hanson, Michael Best & Friedrich LLP, dated December 21, 2004
• Amendment No. 1, dated November 30, 2004, to Stock Purchase Agreement, dated as of September 17, 2004
• Amendment No. 1, dated November 30, 2004, to Stock Escrow Agreement, dated as of September 17, 2004

Information Concerning Legal Case

• Transmittal Letter to Fred Nepple, OCI's General Counsel, from David J. Hanson, Michael Best & Friedrich LLP, dated January 12, 2005
• Opinion of the Western District Court of Michigan, Southern Division
• Order of the Western District Court of Michigan, Southern Division

Request for Admission as a Party by the Wisconsin Medical Society

• Transmittal Letter to Commissioner Jorge Gomez from Peter L. Gardon, Reinhart Boerner Van Dueren, S.C., dated February 11, 2005​
• Request for Admission as a Party
• Affidavit of Susan L. Turney, M.D., Chief Executive Officer and Executive Vice President of the Wisconsin Medical Society

Request for Pre-hearing Conference

• Letter to Fred Nepple, OCI's General Counsel, from David J. Hanson, Michael Best & Friedrich LLP, dated March 17, 2005

Confirmation of Intent

• Letter to Fred Nepple, OCI's General Counsel, from Lori McAllister, Dykema Gossett PLLC, dated March 21, 2005

Amendment to Form A

• Letter to Fred Nepple, OCI's General Counsel, from David J. Hanson, Michael Best & Friedrich LLP, dated April 15, 2005
• Amendment to Form A
• Amendment No. 1, dated November 30, 2004, to Stock Purchase Agreement, dated as of September 17, 2004
• Stock Escrow Agreement, dated as of September 17, 2004
• Amendment No. 1, dated November 30, 2004, to Stock Escrow Agreement, dated as of September 17, 2004
• Amendment No. 2, dated April 11, 2005, to Stock Purchase Agreement, dated as of September 17, 2004

Financial Update on American Physicians Capital, Inc.

• Transmittal Letter to Fred Nepple, OCI's General Counsel, from David J. Hanson, Michael Best & Friedrich LLP, dated May 13, 2005​
• ​Form 10-Q for American Physicians Capital, Inc. as of March 31, 2005
• Transmittal Letter to Fred Nepple, OCI's General Counsel, from David J. Hanson, Michael Best & Friedrich LLP, dated May 13, 2005
• Form 10-K Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm
• Form 10-K Exhibit 31.1 - Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
• Form 10-K Exhibit 31.2 - Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
• Form 10-K Exhibit 32.1 - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
• Form 10-K Exhibit 99.2 - Amendment No. 1 to Stock Purchase Agreement
• Exhibit 1 (As Amended and Restated November 30, 2004) Physicians Insurance Company of Wisconsin, Inc. Stock Certificates
• Form 10-K Exhibit 99.3 - Stock Pledge Agreement
• Form 10-K Exhibit 99.4 - Promissory Note

Response of Physicians Insurance Company of Wisconsin to Request for Pre-Hearing Conference

• Letter to Fred Nepple, OCI's General Counsel, from John S. Skilton, Heller Ehrmann LLP, dated May 19, 2005

Second Amendment to Form A

• Letter to Fred Nepple, OCI's General Counsel, from David J. Hanson, Michael Best & Friedrich LLP, dated May 24, 2005
• Second Amendment to Form A
• Exhibit 1 to the Second Amendment to the Form A, which is Form 13F filed by Pzena Investment Management dated as of March 31, 2005
• Exhibit 2 to the Second Amendment to the Form A, which is a Letter to Commissioner Fitzgerald, Michigan Office of Financial and Insurance Services, from Katherine M. Kozub, Pzena Investment Management, LLC regarding indirect acquisition of control dated January 17, 2002 and a Letter to Commissioner Fitzgerald, Michigan Office of Financial and Insurance Services, from Katherine M. Kozub, Pzena Investment Management, LLC, disclaimer of affiliation dated January 17, 2002
• Exhibit 3 to the Second Amendment to the Form A, which is a Letter to Katherine M. Kozub, Pzena Investment Management, LLC, from Commissioner Fitzgerald, Michigan Office of Financial and Insurance Services, dated January 23, 2002; Order Approving Form A Exemption from Michigan Commissioner of Financial and Insurance Services, dated January 23, 2002
• Exhibit 4 to the Second Amendment to the Form A, which is a Standstill Agreement by and between American Physicians Capital, Inc., Stilwell Value Partners II, L.P., Stilwell Partners V, L.P., Stilwell Associates, L.P., Stilwell Value, LLC, Joseph Stilwell, John Stilwell and Spencer L. Schneider, dated November 10, 2004

Pre-Hearing Conference of May 31, 2005

• Transcript of Proceedings

Records Request to the Office of the Commissioner of Insurance by American Physicians Assurance Corporation

• Letter to Fred Nepple, OCI's General Counsel, from David J. Hanson, Michael Best & Friedrich LLP, dated June 2, 2005

Initial Brief in Opposition to Party Status for Physicians Insurance Company of Wisconsin, Inc.

• Transmittal Letter to Commissioner Gomez from David J. Hanson, Michael Best & Friedrich LLP, dated June 6, 2005
• Applicants' Initial Brief in Opposition to Party Status for Physicians Insurance Company of Wisconsin, Inc.

Applicants' Brief in Support of Requested Discovery on Physicians Insurance Company of Wisconsin, Inc.

• Transmittal Letter to Commissioner Gomez from David J. Hanson, Michael Best & Friedrich LLP, dated June 8, 2005​
• Applicants' Brief in Support of Requested Discovery
• Applicants' Requests for Admissions to Physicians Insurance Company of Wisconsin, Inc.
• Applicants' Interrogatories to Physicians Insurance Company of Wisconsin, Inc.
• Applicants' Request for Production of Documents to Physicians Insurance Company of Wisconsin, Inc.

Memorandum in Support of Request for Discovery on Applicants

• Transmittal Letter to Commissioner Gomez from Sarah C. Walkenhorst, Heller Ehrman LLP, dated June 8, 2005
• Memorandum of Physicians Insurance Company of Wisconsin, Inc. in Support of Request for Discovery
• Exhibit A - Document Requests to American Physicians Capital, Inc. and American Physicians Assurance Corporation
• Exhibit B - Interrogatories to American Physicians Capital, Inc. and American Physicians Assurance Corporation
• Exhibit C - Findings of Fact, Conclusions of Law, Final Decision and Order in the Matter of the Acquisition of Stock of the St. Paul Companies, Inc., Including St. Paul Fire and Casualty Insurance Company, a Wisconsin Corporation, by Alleghany Corporation, a Delaware Corporation, and Whether the Acquisition Constitutes Acquisition of Control (Case No. 88-C20269)
• Exhibit D - Correspondence related to the disclaimer of control of Dean Health Systems, Inc.

Letter to Sarah C. Walkenhorst, Heller Ehrman LLP, from David J. Hanson, Michael Best & Friedrich LLP, dated June 9, 2005

Memorandum in Support of Request to be Admitted as a Party

• Transmittal Letter to Fred Nepple, OCI's General Counsel, from Noreen J. Parrett, LaFollette, Godfrey & Kahn, dated June 13, 2005
• Memorandum of Physicians Insurance Company of Wisconsin, Inc. in Support of its Request to be Admitted as a Party
• Exhibit A - Decision on Motions to Intervene as Parties in the Matter of the Application for Conversion of Blue Cross & Blue Shield of Wisconsin
• Exhibit B - Findings of Fact, Conclusions of Law, Final Decision and Order in the Matter of the Acquisition of Stock of the St. Paul Companies, Inc., Including St. Paul Fire and Casualty Insurance Company, a Wisconsin Corporation, by Alleghany Corporation, a Delaware Corporation, and Whether the Acquisition Constitutes Acquisition of Control (Case No. 88-C20269)

Applicants' Reply Brief on Physician Insurance Company of Wisconsin

• Transmittal Letter to Commissioner Gomez from David J. Hanson, Michael Best & Friedrich LLP, dated June 16, 2005
• Applicants' Reply Brief On Physicians Insurance Company of Wisconsin, Inc.'s Party Status

Applicants' Brief in Response to Physician Insurance Company of Wisconsin, Inc.

• Transmittal Letter to Commissioner Gomez from David J. Hanson, Michael Best & Friedrich LLP, dated June 17, 2005
• Applicants' Brief in Response to the Discovery Proposed by Physicians Insurance Company of Wisconsin, Inc.

Memorandum in Opposition to Request for Discovery from Selling Shareholders

• ​Transmittal Letter to Commissioner Gomez from Ann M. Maher, Whyte Hirschboeck Dudek S.C., dated June 17, 2005
  
• Memorandum of Dean Health Systems, Inc. in Opposition to Physicians Insurance Company of Wisconsin, Inc.'s Request for Discovery from the Selling Shareholders
  

Memorandum in Opposition to Requested Discovery from Physicians Insurance Company of Wisconsin, Inc.

• Transmittal Letter to Fred Nepple, OCI's General Counsel, from John S. Skilton, Heller Ehrman LLP, dated June 17, 2005​
• Memorandum of Physicians Insurance Company of Wisconsin, Inc.'s Opposition to American Physicians Capital Inc. and American Physicians Assurance Corporation
• Exhibit A - Physician's Insurance Company of Wisconsin, Inc.'s Preliminary Responses to American Physicians Capital, Inc. and American Physicians Assurance Corporation's Requests for Admissions
• Exhibit B - Physicians Insurance Company of Wisconsin, Inc.'s Preliminary Responses to American Physicians Capital, Inc. and American Physicians Assurance Corporation's Interrogatories
• Exhibit C - Physicians Insurance Company of Wisconsin, Inc.'s Objections and Preliminary Responses to American Physicians Capital, Inc. and American Physicians Assurance Corporation's Request for Production of Documents
• Exhibit D - Proposed Stipulation
• Certificate of Service

Reply Brief in Support of Applicants' Requested Discovery

• Transmittal Letter to Commissioner Gomez from David J. Hanson, Michael Best & Friedrich LLP, dated June 22, 2005​
• Reply Brief in Support of Applicant's Requested Discovery

Reply Memorandum of Physicians Insurance Company of Wisconsin, Inc. in Support of its Requests for Discovery

• Transmittal Letter to Fred Nepple, OCI's General Counsel, from John S. Skilton, Heller Ehrman LLP, dated June 22, 2005
• Reply Memorandum of Physicians Insurance Company of Wisconsin, Inc. in Support of its Requests for Discovery
• Certificate of Service

Commissioner's Decision on Standing and Discovery

• Decision on Standing and Discovery dated July 20, 2005

Correspondence For and Against the Proposed Transaction

• Letter to Susan Turney, M.D., Chief Executive Officer and Executive Vice President of the Wisconsin Medical Society, with a copy to the Commissioner of Insurance, from Meredith C. Clubb, M.D., Secretary of the Kenosha County Medical Society, dated January 20, 2005​
• Letter to Commissioner Gomez from David L. Becker, M.D., Blount Orthopaedic Clinic, Ltd., dated March 23, 2005
• Letter to Commissioner Gomez from Todd M. Swenson, M.D., Blount Orthopaedic Clinic, Ltd., dated March 23, 2005
• Letter to Commissioner Gomez from Michael J. Anderson, M.D., Blount Orthopaedic Clinic, Ltd., dated March 23, 2005
• Letter to Commissioner Gomez from William T. Dicus, M.D., Blount Orthopaedic Clinic, Ltd., dated March 23, 2005
• Letter to Commissioner Gomez from William B. Smith, M.D., Blount Orthopaedic Clinic, Ltd., dated March 23, 2005
• Letter to Commissioner Gomez from Dean W. Ziegler, M.D., Blount Orthopaedic Clinic, Ltd., dated March 23, 2005​
• Letter to Commissioner Gomez from Lewis Chamoy, M.D., President of Hand Surgery Ltd., dated April 4, 2005
• Letter to Commissioner Gomez from Stephen E. Robbins, M.D., of Milwaukee Spinal Specialists, dated April 5, 2005
• Letter to Commissioner Gomez from David B. Kornreich, D.O., dated April 6, 2005
• Letter to Commissioner Gomez from Dale E. Bauwens, M.D., dated April 6, 2005
• Letter to Commissioner Gomez from Charles A. Klein, M.D., dated April 6, 2005
• Letter to Commissioner Gomez from Jacqueline S. Mlsna, M.D., dated April 6, 2005
• Letter to Commissioner Gomez from Mary Jo Freeman, M.D., F.A.C.P., President of the Marathon County Medical Society and member of the board of directors of the Wisconsin Medical Society, dated April 27, 2005
• Letter to Fred Nepple, OCI's General Counsel, from Allen D. Kemp, M.D., Chief Executive Officer and Chairman of the Board of Dean Health Systems, Inc., dated May 3, 2005
• Letter to Commissioner Gomez c/o Fred Nepple, OCI's General Counsel, from Mike Sanders, President and Chief Executive Officer of The Monroe Clinic, Inc., dated May 4, 2005
• Letter to Commissioner Gomez from Christopher J. Magiera, M.D., of Gastrointestinal Associates, S.C., dated May 5, 2005
• Letter to Commissioner Gomez from Wendelin W. Schaefer, M.D., dated June 15, 2005
• Letter to Commissioner Gomez from Richard J. Boxer, M.D., Managing Partner, Health Policy Strategies, LLC, dated July 19, 2005​​