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, 2000
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
AmeriSave
401(k) Plan
Financial Statements and
Supplemental Schedule
December 31, 2000 and 1999
AmeriSave
401(k) Plan
Index
Page
Financial Statements:
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-9
Supplemental Schedule*:
Schedule I - Schedule of Assets Held for Investment Purposes 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 have been omitted because
they are not applicable.
[PricewaterhouseCoopers letterhead]
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, 2000 and 1999, 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 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
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.
/s/ PricewaterhouseCoopers LLP
June 4, 2001
Hartford, Connecticut
AmeriSave
401(k) Plan
Statements of Net Assets Available for Benefits
--------------------------------------------------------------------------------
December 31,
2000 1999
Assets
Investments, at fair value $ 31,418,629 $ 31,186,041
Receivables:
Participant notes 594,972 526,071
-------------------- --------------------
Net assets available for benefits $ 32,013,601 $ 31,712,112
-------------------- --------------------
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,
2000 1999
Additions to net assets attributed to:
Investment income:
Interest $ 567,726 $ 568,276
Net (depreciation) appreciation in fair
value of investments (1,037,584) 4,158,990
----------------- ------------------
(469,858) 4,727,266
----------------- ------------------
Contributions:
Employer 718,540 449,330
Employee 4,468,637 3,365,600
----------------- ------------------
5,187,177 3,814,930
Transfer from affiliated plan - 2,589
----------------- ------------------
Total additions 4,717,319 8,544,785
Deductions from net assets attributed to:
Benefit payments 4,327,799 758,634
Transaction charge 20,400 11,209
Participant notes receivable terminated
due to withdrawal of participant 69,869 61,787
----------------- ------------------
Total deductions 4,418,068 831,630
Change in forfeiture reserve, net 2,238 618
----------------- ------------------
Net increase prior to plan merger 301,489 7,713,773
Transfer of assets due to plan merger - 2,134,957
----------------- ------------------
Net increase 301,489 9,848,730
Net assets available for benefits at beginning of year 31,712,112 21,863,382
----------------- ------------------
Net assets available for benefits at end of year $ 32,013,601 $ 31,712,112
================= ==================
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 July 1, 2000. 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, 15 pooled separate accounts and Company stock as investment
options for participants. Effective July 1, 2000, the CIGNA INVESCO
Dynamics Fund, CIGNA INVESCO Technology II Fund, CIGNA Charter Small
Company Stock - Value I Fund and CIGNA Janus Adviser Growth Fund were added
to the Plan's investment options. Effective July 1, 1999, the CIGNA PBHG
Growth Fund and the CIGNA Templeton Foreign Fund were eliminated as
investment options. Employee contributions are recorded in the period
during which the Company makes payroll deductions from the participant's
earnings.
Prior to July 1, 2000, the Company made a matching contribution in an
amount equal to $.25 for each $1.00 contributed by a participant, up to a
maximum of $1,000. 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. 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. Earnings
are allocated by fund based on the ratio of a participant's account
invested in a particular fund to all participant's 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.
4
AmeriSave
401(k) Plan
Notes to Financial Statements
Vesting
Participants are immediately vested in their own 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.
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 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, 2000
and 1999).
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.
Certain reclassifications have been made to prior year financial statements
to conform with current year presentation.
During the year ended December 31, 1999 the Plan adopted AICPA Statement of
Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters."
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 notes receivable are valued
at cost which approximates fair value. The Company stock is valued at its
quoted market price.
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
5.40% and 5.35% for the years ended December 31, 2000 and 1999,
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.
December 31,
2000 1999
CIGNA Charter Guaranteed Income Fund $ 8,455,655 $ 10,141,567
interest rates, 5.40%; 5.35%
CIGNA Charter Large Company Stock Index Fund 5,614,611 4,509,926
units, 78,636; 57,262
CIGNA Fidelity Advisor Growth Opportunities Fund 2,350,942 2,969,175
units, 35,566; 36,720
CIGNA Janus Worldwide Fund 4,354,485 4,032,388
units, 58,544; 45,065
CIGNA INVESCO Small Company Growth Fund 3,191,795 2,817,578
units, 86,970; 67,406
AmeriPath, Inc. Common Stock 2,312,279 N/A
shares, 92,491; N/A
6
AmeriSave
401(k) Plan
Notes to Financial Statements
Investment Performance
During the years ended December 31, 2000 and 1999, 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)
(depreciated) appreciated in value as follows:
Years Ended
December 31,
2000 1999
General Account:
CIGNA Charter Guaranteed Income Fund $ 521,490 $ 522,448
Pooled Separate Accounts:
CIGNA Charter Large Company Stock Index Fund (514,488) 737,343
CIGNA Charter Small Company Stock - Value I Fund 22,222 -
CIGNA Lifetime20 Fund (7,112) 82,083
CIGNA Lifetime30 Fund (8,015) 88,837
CIGNA Lifetime40 Fund 4,881 92,954
CIGNA Lifetime50 Fund 20,406 150,720
CIGNA Lifetime60 Fund 4,731 6,442
CIGNA Fidelity Advisor Growth Opportunities Fund (509,603) 84,337
CIGNA INVESCO Dynamics Fund (52,950) -
CIGNA INVESCO Technology II Fund (74,356) -
CIGNA INVESCO Small Company Growth Fund (468,844) 963,109
CIGNA Janus Worldwide Fund (919,728) 1,499,928
CIGNA Janus Adviser Growth Fund (30,796) -
CIGNA Lazard International Equity Fund (127,204) 146,854
CIGNA PBHG Growth Fund - 162,613
CIGNA State Street Global Advisors Intermediate
Bond Fund 4,484 2,842
CIGNA Templeton Foreign Fund - 201,221
--------------- ----------------
(2,656,372) 4,219,283
Common Stock:
AmeriPath, Inc. Common Stock 1,618,788 (60,293)
Participant Notes Receivable 46,236 45,828
--------------- ----------------
Net (decrease) increase $ (469,858) $ 4,727,266
=============== ================
7
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
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 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.
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, 1999. 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
==================
8
AmeriSave
401(k) Plan
Notes to Financial Statements
9. Transfer from Affiliated Plan
In 1999, loan principal attributable to the employees of Consulting
Pathologist, P.A. was transferred into the Plan.
10. Plan Mergers
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. 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 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 $43,212 and $12,393 at December 31, 2000
and 1999, respectively, is included in the CIGNA Charter Guaranteed Income
Fund and is available to pay Plan expenses or offset contributions, which
would be otherwise payable by the Company, in accordance with the Plan
agreement.
12. Subsequent Events
Effective July 1, 2001, the CIGNA Fidelity Advisor Growth Opportunities
Fund was discontinued as an investment option and the CIGNA Charter Large
Company Stock - Value I Fund was added to the Plan's investment options.
9
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, 2000
(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
* Connecticut General Life CIGNA Charter Guaranteed Income Fund N/A** $ 8,455,655
Insurance Company
* Connecticut General Life CIGNA Charter Large Company Stock N/A** 5,614,611
Insurance Company Index Fund
* Connecticut General Life CIGNA Charter Small Company N/A** 246,409
Insurance Company Stock - Value I Fund
* Connecticut General Life CIGNA Lifetime20 Fund N/A** 586,084
Insurance Company
* Connecticut General Life CIGNA Lifetime30 Fund N/A** 972,619
Insurance Company
* Connecticut General Life CIGNA Lifetime40 Fund N/A** 792,238
Insurance Company
* Connecticut General Life CIGNA Lifetime50 Fund N/A** 588,325
Insurance Company
* Connecticut General Life CIGNA Lifetime60 Fund N/A** 138,455
Insurance Company
* Connecticut General Life CIGNA Fidelity Advisor Growth N/A** 2,350,942
Insurance Company Opportunities Fund
* 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 (Part IV) Form 5500 - Schedule of Assets Held for Investment Purposes
at End of Year
December 31, 2000
(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
* Connecticut General Life CIGNA INVESCO Dynamics Fund N/A** $ 291,224
Insurance Company
* Connecticut General Life CIGNA INVESCO Technology II Fund N/A** 164,807
Insurance Company
* Connecticut General Life CIGNA INVESCO Small Company N/A** 3,191,795
Insurance Company Growth Fund
* Connecticut General Life CIGNA Janus Worldwide Fund N/A** 4,354,485
Insurance Company
* Connecticut General Life CIGNA Janus Adviser Growth Fund N/A** 217,745
Insurance Company
* Connecticut General Life CIGNA Lazard International Equity Fund N/A** 1,001,127
Insurance Company
* Connecticut General Life CIGNA State Street Global Advisors N/A** 139,829
Insurance Company Intermediate Bond Fund
* National Financial AmeriPath, Inc. Common Stock N/A** 2,312,279
Services Corporation
* Plan Participants Participant Notes Receivable N/A** 594,972
* 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 27, 2001 AmeriSave 401(k) Plan
---------------------
(Name of Plan)
By: /S/ Gregory A. Marsh
--------------------
Gregory A. Marsh
Vice President and
Chief Financial Officer
Exhibit Index
EXIND - 23.1 Consent of Independent Accountants