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, 2001
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
Index
Page
Financial Statements:
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 2
Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 2001 and 2000 3
Notes to Financial Statements 4-9
Supplemental Schedule*:
Schedule I - Schedule of Assets (Held at End of Year) 10-11
* Other supplemental schedules required by Section 2520-103.1 of the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 ("ERISA") have been omitted
because they are not applicable.
Report of Independent Accountants
To the Participants and Administrator of
the AmeriSave 401(k) Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statements 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, 2001
and 2000, 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 of America. 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 financial statements in accordance with auditing standards
generally accepted in the United States of America, 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 our opinion.
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 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, effective January 1, 2001 the Pathology Associates,
P.S.C. Retirement Plan and the Chappell - Joyce Pathology Association, P.A.
Profit Sharing Plan merged with the Plan.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
June 14, 2002
1
AmeriSave
401(k) Plan
Statements of Net Assets Available for Benefits
December 31,
2001 2000
Assets
Investments, at fair value $ 35,702,687 $ 32,013,601
------------ ------------
Net assets available for benefits $ 35,702,687 $ 32,013,601
============ ============
The accompanying notes are an integral part of these financial statements.
2
AmeriSave
401(k) Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended
December 31,
2001 2000
Additions to net assets attributed to:
Investment income:
Interest $ 522,810 $ 567,726
Net depreciation in fair value of investments (2,904,746) (1,037,584)
------------- -------------
(2,381,936) (469,858)
------------- -------------
Contributions:
Employer 927,911 718,540
Employee 5,569,317 4,468,637
------------- -------------
6,497,228 5,187,177
------------- -------------
Total additions 4,115,292 4,717,319
------------- -------------
Deductions from net assets attributed to:
Benefit payments 1,338,329 4,327,799
Transaction charge 21,472 20,400
Participant loans terminated
due to withdrawal of participants 56,669 69,869
------------- -------------
Total deductions 1,416,470 4,418,068
Change in forfeiture reserve, net 4,166 2,238
------------- -------------
Net increase prior to plan mergers 2,702,988 301,489
Transfer of assets due to plan mergers 986,098 -
------------- -------------
Net increase 3,689,086 301,489
Net assets available for benefits at beginning of year 32,013,601 31,712,112
------------- -------------
Net assets available for benefits at end of year $ 35,702,687 $ 32,013,601
============= =============
The accompanying notes are an integral part of these financial statements.
3
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 and restated January 1, 2001. 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 ERISA.
During 2000, the Company acquired Pathology Associates, P.S.C.,
Chappell-Joyce Association P.A. and Inform DX, Inc. As a result of the
acquisitions, employees of Pathology Associates, P.S.C., Chappell-Joyce
Association P.A., and Inform DX, Inc. (which included the Inform DX, Inc.
Money Purchase Plan and the Inform DX, Inc. 401(k) Profit Sharing Plan)
became eligible to participate in the Plan subject to the provisions of
the Plan agreement.
Contributions
Participants may contribute an amount equal to not less than one 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, various pooled separate accounts and Company common
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 the amount of $.50 for
each $1.00 contributed by a participant, up to a maximum of $1,000 on the
first six percent of the participant's compensation. 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.
Effective July 1, 2001, the CIGNA Fidelity Advisor Growth Opportunities
Fund was frozen as an investment option and the CIGNA Large Cap
Value/John A. Levin & Co. Fund (formerly "CIGNA Charter Large Company
Stock - Value I Fund") was added to the Plan's investment options.
4
AmeriSave
401(k) Plan
Notes to Financial Statements
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocation of the Company's contribution and Plan
earnings. Earnings are allocated by fund based on the ratio of a
participant's account invested in a particular fund to all participants'
investments in that fund. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested
account.
Vesting
Participants are immediately vested in their own voluntary contributions
plus actual earnings thereon. Vesting in the Company's contribution
portion of their accounts is based on years of service. A participant
becomes 20 percent vested after one year of service, 40 percent after two
years of service, 60 percent after three years of service, 80 percent
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.
Benefit Payments
On termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of the vested portion of their
account, a distribution in the form of an annuity, installment payments
or a combination of the three. 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 Loans
Participants may borrow up to a maximum of $50,000 or 50 percent of the
vested portion of their account balance, whichever is less. Loans are
calculated on a fully amortized basis. A loan is collateralized 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, 2001 and 2000).
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
accounting principles generally accepted in the United States of America
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.
5
AmeriSave
401(k) Plan
Notes to Financial Statements
Investment Valuation
Investments in the general account are non-fully benefit responsive and
are stated at fair value. Investments in pooled separate accounts are
stated at fair value, as determined by the unit value reported by
Connecticut General Life Insurance Company ("CG Life"). Participant loans
are stated at fair value. The Company common stock is valued at its
quoted market price.
3. Investments
Investments that represent five percent or more of the Plan's net assets
are separately identified below.
December 31,
2001 2000
CIGNA Guaranteed Income Fund/1/ $ 10,140,167 $ 8,455,655
interest rates, 5.10%; 5.40%
CIGNA Fidelity Advisor Growth Opportunities Fund 2,019,924 2,350,942
units, 36,006; 35,566
CIGNA INVESCO Small Company Growth Fund 2,730,065 3,191,795
units, 94,043; 86,970
CIGNA Janus Worldwide Fund 3,768,950 4,354,485
units, 65,695; 58,544
CIGNA S&P 500(R) Index Fund/2/ 5,871,137 5,614,611
units, 93,564; 78,636
CIGNA Small Cap Value/Berger(R) Fund/3/ 1,884,330 N/A
units, 106,700; N/A
AmeriPath, Inc. Common Stock N/A 2,312,279
shares, N/A; 92,491
/1/ formerly "CIGNA Charter Guaranteed Income Fund"
/2/ formerly "CIGNA Charter Large Company Stock Index Fund"
/3/ formerly "CIGNA Charter Small Company Stock - Value I Fund"
6
AmeriSave
401(k) Plan
Notes to Financial Statements
Investment Performance
During the years ended December 31, 2001 and 2000, the Plan's investments
(including interest, realized gains and losses on investments bought and
sold and unrealized gains and losses on investments held during the year)
appreciated (depreciated) in value as follows:
Years Ended
December 31,
2001 2000
General Account:
CIGNA Guaranteed Income Fund $ 464,108 $ 521,490
Pooled Separate Accounts:
CIGNA Fidelity Advisor Growth Opportunities Fund (379,198) (509,603)
CIGNA INVESCO Dynamics Fund (140,717) (52,950)
CIGNA INVESCO Small Company Growth Fund (659,421) (468,844)
CIGNA INVESCO Technology II Fund (163,385) (74,356)
CIGNA Janus Adviser Growth Fund (88,463) (30,796)
CIGNA Janus Worldwide Fund (1,012,108) (919,728)
CIGNA Large Cap Value/John A. Levin & Co. Fund 4,796 -
CIGNA Lazard International Equity Fund (287,398) (127,204)
CIGNA Lifetime20 Fund (56,988) (7,112)
CIGNA Lifetime30 Fund (71,922) (8,015)
CIGNA Lifetime40 Fund (62,561) 4,881
CIGNA Lifetime50 Fund (30,433) 20,406
CIGNA Lifetime60 Fund 493 4,731
CIGNA S&P 500(R) Index Fund (737,949) (514,488)
CIGNA Small Cap Value/Berger(R) Fund 176,352 22,222
CIGNA State Street Global Advisors
Intermediate Bond Fund 57,388 4,484
------------ -----------
(3,451,514) (2,656,372)
Company Common Stock:
Ameripath, Inc. Common Stock 546,768 1,618,788
Participant loans 58,702 46,236
------------ -----------
Net decrease $ (2,381,936) $ (469,858)
============ ===========
7
AmeriSave
401(k) Plan
Notes to Financial Statements
4. Investment Contract with Insurance Company
The Plan participates in a contract with CG Life via an investment in the
CIGNA Guaranteed Income Fund. CG Life commingles the assets of the CIGNA
Guaranteed Income Fund with other assets. For the Plan's investment in
the CIGNA Guaranteed Income Fund, the Plan is credited with interest at
the interest rates specified in the contract which ranged from 5.40% to
5.10% and was 5.40% for the years ended December 31, 2001 and 2000,
respectively, net of asset charges. CG Life prospectively guaranteed the
interest rates credited for the CIGNA Guaranteed Income Fund for six
months. As discussed in Note 2, the CIGNA Guaranteed Income Fund is
included in the financial statements at fair value which, principally
because of the periodic interest rate reset process, approximates
contract value.
5. Related-Party Transactions
Plan assets include investments in funds managed by CG Life, an indirect
wholly-owned subsidiary of CIGNA. CG Life 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 common 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, however, the Plan
administrator believes 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.
8. Reconciliation of Plan Financial Statements to the Form 5500
Certain balances included on Schedule H (Part I and II) of the Annual
Return/Report of Employee Benefit Plan (the "Form 5500") have been
reclassified for purposes of presentation in these financial statements
to provide additional disclosure.
8
AmeriSave
401(k) Plan
Notes to Financial Statements
9. 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 net of forfeitures used. Forfeitures result
from non-vested Company contributions 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 $84,193 and $43,212
at December 31, 2001 and 2000, respectively, is included in the CIGNA
Charter Guaranteed Income Fund and is available to pay Plan expenses or
offset Company contributions, which would be otherwise payable by the
Company, in accordance with the Plan agreement. During 2001 and 2000, the
forfeiture reserve was not used to pay Plan expenses or offset Company
contributions.
10. Plan Mergers
Effective January 1, 2001, the Pathology Associates, P.S.C. Retirement
Plan and the Chappell-Joyce Pathology Association, P.A. Profit Sharing
Plan merged with the Plan. Affected participants became eligible to
participate in the Plan subject to the provisions of the Plan agreement.
11. Subsequent Events
Effective January 1, 2002, the Inform DX, Inc. Money Purchase Plan merged
with the Plan. Affected participants became eligible to participate in
the Plan subject to the provisions of the Plan agreement. Effective
January 1, 2002, certain assets of the Inform DX, Inc. 401(k) Profit
Sharing Plan were transferred to the Plan and participants became
eligible to participate in the Plan subject to the provisions of the Plan
agreement.
Effective January 1, 2002, participants may contribute an amount equal to
not less than one percent nor more than 30 percent of their compensation
for the contribution period.
9
AmeriSave Supplemental Schedule
401(k) Plan Schedule I
Schedule H (Line 4i) Form 5500 - Schedule of Assets (Held at End of Year)
December 31, 2001
(c)
(b) Description of investment including (e)
Identity of issue, borrower, maturity date, rate of interest, (d) Current
(a) lessor, or similar party collateral, par or maturity value Cost value
* Connecticut General Life CIGNA Guaranteed Income Fund N/A** $10,140,167
Insurance Company
* Connecticut General Life CIGNA Fidelity Advisor Growth N/A** 2,019,924
Insurance Company Opportunities Fund
* Connecticut General Life CIGNA INVESCO Dynamics Fund N/A** 675,788
Insurance Company
* Connecticut General Life CIGNA INVESCO Small Company N/A** 2,730,065
Insurance Company Growth Fund
* Connecticut General Life CIGNA INVESCO Technology II Fund N/A** 473,421
Insurance Company
* Connecticut General Life CIGNA Janus Adviser Growth Fund N/A** 462,129
Insurance Company
* Connecticut General Life CIGNA Janus Worldwide Fund N/A** 3,768,950
Insurance Company
* Connecticut General Life CIGNA Large Cap Value/John A. N/A** 40,479
Insurance Company Levin & Co. Fund
* Connecticut General Life CIGNA Lazard International Equity Fund N/A** 959,645
Insurance Company
* Connecticut General Life CIGNA Lifetime20 Fund N/A** 630,579
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.
10
AmeriSave Supplemental Schedule
401(k) Plan Schedule I
Schedule H (Line 4i) Form 5500 - Schedule of Assets (Held at End of Year)
December 31, 2001
(c)
(b) Description of investment including (e)
Identity of issue, borrower, maturity date, rate of interest, (d) Current
(a) lessor, or similar party collateral, par or maturity value Cost value
* Connecticut General Life CIGNA Lifetime30 Fund N/A** $ 1,053,707
Insurance Company
* Connecticut General Life CIGNA Lifetime40 Fund N/A** 1,016,539
Insurance Company
* Connecticut General Life CIGNA Lifetime50 Fund N/A** 609,301
Insurance Company
* Connecticut General Life CIGNA Lifetime60 Fund N/A** 216,295
Insurance Company
* Connecticut General Life CIGNA S&P 500(R) Index Fund N/A** 5,871,137
Insurance Company
* Connecticut General Life CIGNA Small Cap Value/Berger(R) N/A** 1,884,330
Insurance Company Fund
* Connecticut General Life CIGNA State Street Global Advisors N/A** 1,095,562
Insurance Company Intermediate Bond Fund
* National Financial Ameripath, Inc. N/A** 1,319,109
Services Corporation Common Stock
* Plan Participants Participant Loans N/A** 735,560
--------------
$ 35,702,687
==============
* Indicates an identified person known to be a party-in-interest to the Plan.
** Cost information has been omitted for participant directed investments.
11
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, 2002 AmeriSave 401(k) Plan
---------------------
(Name of Plan)
By: /s/ Gregory A. Marsh
---------------------
Gregory A. Marsh
Vice President and
Chief Financial Officer
12
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
23.1 Consent of Independent Accountants
13