<PAGE>
As filed with the Securities and Exchange Commission on August 29, 1995.
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
AMERICAN PHYSICIANS SERVICE GROUP, INC.
(Exact name of registrant as specified in its charter)
TEXAS 1301 CAPITAL OF TEXAS HIGHWAY 75-1458323
(State or other AUSTIN, TEXAS 78746 (I.R.S. Employer
jurisdiction of (512) 328-0888 Identification No.)
incorporation or (Address, including ZIP code, and telephone
organization) number, including area code of
registrant's principal executive offices)
----------------
W. H. HAYES
SENIOR VICE PRESIDENT-FINANCE AND SECRETARY
1301 CAPITAL OF TEXAS HIGHWAY
AUSTIN, TEXAS 78746
(512) 328-0888
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
KENNETH S. SHIFRIN JIM A. WATSON
CHAIRMAN OF THE BOARD AND P. GREGORY HIDALGO
CHIEF EXECUTIVE OFFICER VINSON & ELKINS L.L.P.
1301 CAPITAL OF TEXAS HIGHWAY 3700 TRAMMELL CROW CENTER
AUSTIN, TEXAS 78746 2001 ROSS AVENUE
(512) 328-0888 DALLAS, TEXAS 75201
(214) 220-7700
------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.10 par value 655,000 shares $3.44(2) $2,253,200(2) $777.00
===========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated as of August 23, 1995, pursuant to Rule 457(c) upon the basis of
the average of the high and low prices on August 23, 1995, as reported on
the Nasdaq National Market.
----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED AUGUST 29, 1995
PROSPECTUS
655,000 SHARES
AMERICAN PHYSICIANS SERVICE GROUP, INC.
COMMON STOCK
(PAR VALUE $0.10 PER SHARE)
_____________________
TO BE OFFERED BY A SELLING HOLDER OF COMMON STOCK OF
AMERICAN PHYSICIANS SERVICE GROUP, INC.
_____________________
This Prospectus relates to the offering (the "Offering") of up to
655,000 shares (the "Shares") of common stock, par value $0.10 per share
(the "Common Stock"), of American Physicians Service Group, Inc. (the
"Company") by Prime Medical Operating, Inc. (the "Selling Stockholder"),
which Shares the Selling Stockholder acquired in a series of private
transactions and open-market purchases. See "Selling Stockholder." The
Shares are being offered by the Selling Stockholder. The distribution of
the Shares is not subject to any underwriting agreement. The Company will
receive no part of the proceeds of sales made hereunder. All registration,
selling and other expenses incurred in connection with this Offering will
be borne by the Selling Stockholder.
The Shares may be sold from time to time by the Selling Stockholder on
the Nasdaq National Market, in the over-the-counter market, on one or more
exchanges (if the Shares are listed for trading thereon), in privately
negotiated transactions, or otherwise at prices then prevailing, at prices
related to the then current market price, or at negotiated prices. The
Selling Stockholder also may sell the Shares in ordinary brokerage
transactions, in transactions in which brokers solicit purchases, in
negotiated transactions, or in a combination of such methods of sale. In
addition, any Shares that qualify for sale pursuant to Rule 144 or Rule
144A under the Securities Act of 1933 (the "Securities Act") may be sold
under Rule 144 or Rule 144A rather than pursuant to this Prospectus. See
"Plan of Distribution."
The Common Stock is traded on the Nasdaq National Market under the
symbol "AMPH." As of the close of trading on August 28, 1995, the closing sale
price of the Common Stock as quoted on the Nasdaq National Market was $3.50 per
share.
FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION
WITH AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS."
The Selling Stockholder and any broker executing selling orders on
behalf of the Selling Stockholder may be deemed to be an "underwriter"
within the meaning of the Securities Act. Commissions received by any such
broker may be deemed to be underwriting commissions under the Securities
Act.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is , 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"). In accordance with
the Exchange Act, the Company files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
The reports, proxy statements and other information can be inspected and
copied at the public reference facilities that the Commission maintains at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices located at 7 World Trade Center, 13th Floor,
New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of these materials can be obtained at prescribed
rates from the Public Reference Section of the Commission at the principal
offices of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act. This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules
and regulations of the Commission. For further information, reference is
hereby made to the Registration Statement.
______________________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by
reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994;
2. The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1995; and
3. The Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1995.
All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in
this Prospectus and to be part hereof from the date of filing such
documents.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents that are incorporated by
reference, other than exhibits to such documents not specifically
incorporated by reference. Requests for such copies should be directed to
American Physicians Service Group, Inc., 1301 Capital of Texas Highway,
Austin, Texas 78746, Attention: W. H. Hayes, Secretary, telephone (512)
328-0888.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
2
<PAGE>
THE COMPANY
The Company, through its subsidiaries, primarily provides financial
services and markets, sells and supports a practice management and billing
system used by medical clinics, medical schools and physician networks.
The financial services provided by the Company consist of management
services to medical and legal malpractice insurance companies and brokerage
and investment services to individuals and institutions. In addition, the
Company also owns condominium space in an office project located in Austin,
Texas, approximately 47% of which space is leased to unaffiliated third
parties. The Company also publishes Spanish-language yellow page
directories that advertise U.S. businesses and are distributed in Mexico.
The Company provides management services to American Physicians
Insurance Exchange ("APIE"), which is a reciprocal insurance exchange
organized by the Company, pursuant to a management agreement with APIE. A
"reciprocal insurance exchange" is an organization that sells insurance
only to its subscribers, who pay a contribution to the exchange's surplus
in addition to their annual insurance premiums. APIE specializes in
writing medical professional liability insurance for health care providers
and also writes professional liability insurance for hospitals. Subject to
the direction of the Board of Directors of APIE, the Company sells and
issues policies; investigates, settles and defends claims; and otherwise
manages APIE's operations. APIE is authorized to do business in the States
of Arkansas and Texas. It is the third largest medical professional
liability insurance company in the State of Texas and is one of the largest
in the State of Arkansas. APIE is the only insurance company based in
Texas that is wholly-owned by its subscriber physicians.
In December 1994, the Company began providing management services to
Lawyers Professional Liability Exchange ("LPLE"). LPLE performs services
similar to those provided by APIE, primarily to defense attorneys in Texas.
There were no significant revenues derived from the management of LPLE
during 1994. There can be no assurance that significant revenues will be
derived from the management of LPLE in the future. At June 30, 1995, 24
attorneys were insured by LPLE.
The Company also provides brokerage and investment services to
individual and institutional clients through a wholly-owned subsidiary,
which is a fully licensed broker/dealer. The Company provides complete
portfolio analysis and management services, primarily in the fixed-income
area, to insurance companies, banks, savings and loan associations, and
individual retirement plans.
The Company also sells computer systems and software and has designed
the APS Bullet/3000 System, an automated practice management and billing
system, for sale to large, multi-physician medical clinics, medical
schools, physician hospital organizations ("PHOs"), managed care
organizations ("HMOs") and other physician networks. The APS Bullet/3000
System performs a variety of functions including (i) integration of patient
and physician financial, demographic and medical information into a
database that makes information from varied sources available for on-line
inquiry; (ii) generation of patient scheduling, patient recalls and
production of a variety of special reports; (iii) preparation of billing
statements and forms for filing insurance claims; and (iv) filing of
insurance claims through computer link-up directly with the agencies
administering Medicare and Medicaid programs and with Blue Shield and other
insurance companies. The Company provides support for its internally
developed, proprietary software, while Hewlett Packard Company ("HP")
provides hardware maintenance for the HP computers used in the systems
marketed by the Company. In 1993, the Company announced a strategic
business relationship with ADVANTA Systems, Inc. ("ADVANTA"), which sells
computer systems and software to HMOs. In 1994, the two companies developed
an integration product to link their two systems, and both organizations
are joint marketing the product. The Company expects to continue to face a
challenging business environment, reflecting the continued shift in the
market from the traditional mainframe computing environment to
minicomputers with client-server applications. The Company continually
modifies and upgrades its software based on in-house market research and
analysis, product planning, and customer feedback in order to stay abreast
of state-of-the-art technology. The Company believes that the dramatic
transformation of the health care delivery system in the United States is
creating new opportunities for the Company and, specifically, the APS
Bullet/3000 System. Alliances among hospitals, physician groups and
managed care organizations are expanding the need for updated information
systems.
3
<PAGE>
The Company also owns 3,302,000 shares, or approximately 23%, of the
common stock of Prime Medical Services, Inc. ("Prime"), which is the parent
company of the Selling Stockholder. The Company has granted to a third
party the right to purchase 237,500 of those shares at $1.25 per share.
Prime is the third largest operator of lithotripters in the United States,
currently servicing 90 hospitals in 16 states. Lithotripsy is a non-invasive
method of treating kidney stones through the use of shock waves. The common
stock of Prime is traded on the Nasdaq National Market under the symbol "PMSI."
Prime is a Delaware corporation that is required to file annual, quarterly and
other reports and documents with the Commission containing financial and other
information about Prime. The summary information about Prime contained in this
Prospectus is qualified in its entirety by reference to those reports and
documents. Those reports and documents may be examined and copies may be
obtained from the offices of the Commission.
The Company was incorporated under the laws of the State of Texas in
October 1974. The Company maintains its principal executive office at 1301
Capital of Texas Highway, Suite C-300, Austin, Texas 78746, and its
telephone number is (512) 328-0888.
RISK FACTORS
In addition to reviewing the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1994, its Quarterly Report on Form
10-QSB for the quarter ended March 31, 1995, its Quarterly Report on Form 10-QSB
for the quarter ended June 30, 1995, the other documents incorporated herein by
reference and the other information in this Prospectus, the following factors
should be considered carefully in evaluating the Company and its business before
purchasing the Common Stock offered hereby:
FUTURE PROFITABILITY; DEPENDENCE ON A FEW CUSTOMERS. The Company is
highly dependent on a few customers in each of its insurance, securities
brokerage and computer businesses. The Company's insurance and securities
brokerage businesses combined and the Company's computer business accounted
for approximately 64% and 30%, respectively, of revenues from continuing
operations for the year ended December 31, 1994. During 1994, two
customers in the Company's insurance and securities brokerage businesses
accounted for approximately 57% of the revenues from continuing operations
recognized by the Company from such businesses, one customer of which is
APIE. See "The Company." Approximately 29% of the Company's revenues from
continuing operations during 1994 were comprised of management fees
received pursuant to the Company's management agreement with APIE. Also
during 1994, three customers in the Company's computer business accounted
for approximately 68% of the revenues from continuing operations recognized
by the Company from its computer business. The loss of any of these
customers could have a material adverse effect on the business and
profitability of the Company. In any event, no assurances can be given
that the Company will continue to achieve profitability.
COMPETITION. The markets in which the Company operates its insurance,
securities, computer and publishing businesses are highly competitive.
Some of the Company's competitors possess greater financial, marketing,
technological and other resources than those of the Company. There can be
no assurance that additional competitors will not enter the markets served
by the Company or that the Company will be able to continue to compete
successfully.
DEPENDENCE ON PHYSICIAN NETWORKS MARKET; TECHNOLOGICAL CHANGE. The
Company markets its computer systems and software to large, multi-physician
medical clinics, medical schools, PHOs, HMOs and other physician networks.
Accordingly, the Company is dependent on the growth of physician networks
in order to have a growing market in which to sell its products. There can
be no assurance that the physician networks market it serves will grow or
that the Company will be able to establish a more significant presence in
the physician networks market. In addition, the computer industry is
characterized by rapid technological change. Future technological advances
in the industry may result in the availability of new products or services
that could compete directly with the products and services now sold by the
Company or render the products and services now sold by the Company
obsolete. In order to maintain its competitive advantage in the computer
industry, the Company must continue to improve its existing products and
services while developing and
4
<PAGE>
improving new products and services. There can be no assurance that the
Company will be able to improve its existing products and services or to
develop or introduce new products and services to remain competitive or
that the Company will not otherwise be adversely affected in the event of
such technological developments.
DEPENDENCE ON SUBSIDIARIES; HOLDING COMPANY STRUCTURE. The Company is
principally a holding company with assets consisting primarily of stock in
its subsidiaries. Consequently, the Company's ability to pay its operating
expenses and to service its indebtedness is dependent upon the earnings of
its subsidiaries and its ability to receive funds from such subsidiaries
through loans, dividends or otherwise. The subsidiaries are legally
distinct from the Company and have no obligation, contingent or otherwise,
to make funds available to the Company for such obligations. In addition,
the ability of the Company's subsidiaries to make such payments is subject
to applicable state laws, and claims of creditors of the Company's
subsidiaries will generally have priority as to the assets of such
subsidiaries over the claims of the Company. Accordingly, there can be no
assurance that the Company's subsidiaries will be able to pay funds to the
Company or that such funds, if any, received by the Company will be
sufficient to enable the Company to meet its obligations.
GOVERNMENT REGULATION. The insurance industry is subject to extensive
governmental supervision, regulation and control by state insurance
departments. The securities industry is subject to extensive governmental
supervision, regulation and control by the Securities and Exchange
Commission, state securities commissions and the National Association of
Securities Dealers, a self-regulatory organization. There can be no
assurance that the federal or state governments or self-regulatory
organizations having jurisdiction over the Company's insurance and
securities brokerage businesses will not adopt regulations or take other
actions, such as the failure to renew or the revocation of required
licenses and certifications, that would have a material adverse effect on
the Company.
DIVIDENDS. Dividends on the Common Stock are payable when, as and if
declared by the Board of Directors of the Company. The Company has never
paid a dividend on its Common Stock and has no present intention of paying
any cash dividends on its Common Stock in the foreseeable future. It is
the present policy of the Board of Directors of the Company to retain all
earnings to provide funds for the growth of the Company. In addition, the
Company has a $2,000,000 revolving credit commitment with NationsBank of
Texas, N.A. The revolving credit commitment requires the maintenance of
certain financial ratios, which may limit the Company's ability to pay
dividends. No funds have been advanced under the line of credit as of June
30, 1995. The declaration and payment of dividends, if any, in the future
will be determined by the Board of Directors based upon the Company's
earnings, financial condition, capital requirements and such other factors
as the Board of Directors may deem relevant.
ANTI-TAKEOVER PROVISIONS. Certain provisions in the Company's
Restated Articles of Incorporation and Bylaws and the issuance of rights to
holders of record of shares of Common Stock on August 16, 1989, which
rights entitle the holders thereof to purchase one share of Common Stock
for each right held, subject to the terms of an agreement between the
Company and Texas American Bridge Bank, N.A. as the rights agent, may make
it more difficult to effect a change in control of the Company. These
provisions could potentially deprive stockholders of opportunities to sell
shares at above prices above those in the market. See "Description of
Capital Stock."
RELIANCE ON KEY EXECUTIVES. The Company believes that its success
depends on the efforts and abilities of a relatively small group of
executive personnel. The loss of services of one or more of these key
executives could have a material adverse effect on the Company. The
Company does not maintain key man life insurance on any of its key
executives. The Company has entered into an employment agreement with
Duane K. Boyd, the Senior Vice President - Insurance of the Company, which
employment agreement expires on December 31, 1995.
5
<PAGE>
SELLING STOCKHOLDER
All the Shares may be offered from time to time for the account of the
Selling Stockholder, a wholly-owned subsidiary of Prime. The Selling
Stockholder does not own any securities of the Company other than the
Shares. The Shares do not, however, include shares of Common Stock held by
the following officers or directors of Prime: (i) 387,225 shares
beneficially owned by Kenneth S. Shifrin, the Chairman of the Board and a
director of Prime and the Chairman of the Board, President, Chief Executive
Officer and a director of the Company; (ii) 115,760 shares beneficially
owned by Jack R. Chandler, a director of Prime and the Vice Chairman of the
Board and a director of the Company; and (iii) 52,750 shares beneficially
owned by William A. Searles, a director of Prime and the Company. The
Selling Stockholder currently intends to sell all of the Shares within two
years from the effective date of the Registration Statement.
The Company owns 3,302,000 shares, or approximately 23%, of the
outstanding shares of common stock of Prime and accounts for its investment
on the equity basis. Three of Prime's nine directors are members of the
Company's Board of Directors, which consists of five directors.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholder on
the Nasdaq National Market, in the over-the-counter market, on one or more
exchanges (if the Shares are listed for trading thereon), in privately
negotiated transactions, or otherwise at prices then prevailing, at prices
related to the then current market price, or at negotiated prices;
provided, that such transactions will not include an underwritten public
offering. The Selling Stockholder may sell the Shares directly or through
broker-dealers. If any Shares are sold through broker-dealers, the Selling
Stockholder may pay brokerage commissions and charges in amounts to be
negotiated immediately prior to the sale. The methods by which the Shares
may be sold include (a) a block trade (which may involve crosses) in which
the broker or dealer so engaged will attempt to sell the securities as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its own account pursuant
to this Prospectus; (c) exchange distributions or secondary distributions
in accordance with the rules of the Nasdaq National Market; (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; and (e) privately negotiated transactions. In addition, any of
the Shares that qualify for sale pursuant to Rule 144 or Rule 144A of the
Securities Act may be sold under Rule 144 or Rule 144A rather than pursuant
to this Prospectus.
At the time a particular offer of Shares is made, to the extent
required, a Prospectus Supplement will be distributed that will set forth
the aggregate amount of Shares being offered and the terms of the offering,
including the purchase price, the name or names of any brokers, dealers or
agents, and any commissions paid, discounts or concessions allowed and
other items constituting compensation from the Selling Stockholder.
The Company has advised the Selling Stockholder that the anti-
manipulative Rules 10b-6 and 10b-7 under the Exchange Act may apply to the
sale of the Shares and purchases and bids for, and stabilization
activities, if any, with respect to, shares of the Common Stock in the
market. In addition, the Company will make copies of this Prospectus
available to the Selling Stockholder and has informed it of the need for
delivery of copies of this Prospectus to purchasers on or prior to sales of
the Shares offered hereby. The Company is not aware as of the date of this
Prospectus of any agreements between the Selling Stockholder and any
broker, dealer or agent with respect to the sale of the Shares offered by
this Prospectus. The Selling Stockholder and any broker, dealer or agent
that participate in the distribution of Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, in which case any
profit on the sale of Shares and any commissions paid or any discounts or
concessions allowed to any such broker, dealer or agent may be deemed to be
underwriting discounts and commissions under the Securities Act.
The Company will receive no part of the proceeds from the sale of
Shares hereunder. APS Financial Corporation, a fully licensed
broker/dealer and the Company's wholly-owned subsidiary, will not
participate in the sale of the Shares. The Selling Stockholder will pay
the costs and expenses incident to its registration
6
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and qualification of the Shares offered hereby, including registration and
filing fees, and all costs and expenses of selling the Shares hereunder,
including commissions and discounts of brokers, dealers or agents.
There can be no assurance that the Selling Stockholder will sell any
or all of the Shares offered hereunder.
DESCRIPTION OF CAPITAL STOCK
The following summary description is qualified in its entirety by
reference to the Company's Restated Articles of Incorporation (the
"Articles") which is filed as an exhibit to the Registration Statement of
which this Prospectus is a part. The authorized capital stock of the
Company consists of 20,000,000 shares of Common Stock, par value $0.10 per
share, and 1,000,000 shares of preferred stock, par value $1.00 per share
(the "Preferred Stock").
COMMON STOCK
As of June 30, 1995, there were 3,517,684 shares of Common Stock
outstanding. The holders of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of stockholders.
Because holders of Common Stock do not have cumulative voting rights, the
holders of a majority of the shares of Common Stock represented at a
meeting have the power to elect all of the directors to be elected at that
meeting. Subject to the prior rights of holders of Preferred Stock, the
holders of Common Stock are entitled to dividends, when, as and if declared
by the Board of Directors out of funds legally available therefor. If the
Company dissolves or is liquidated, the holders of Common Stock are
entitled to share ratably in all assets remaining after payment of
liabilities and the liquidation preferences of any outstanding shares of
Preferred Stock.
Holders of Common Stock have no preemptive rights and have no right to
convert their Common Stock into any other securities. All of the
outstanding shares of Common Stock are, and all shares of Common Stock
offered hereby are, fully paid and nonassessable.
The Articles provide that certain specified business combinations (as
defined in the Articles) of the Company primarily with a corporation,
subsidiary of a corporation, person, or other entity which is the
beneficial owner (as defined in the Articles), directly or indirectly, of
20% or more of the Company's outstanding shares of capital stock entitled
to vote in the election of directors (an "Acquiring Entity") cannot be
effected without (i) a meeting of the shareholders called for that purpose,
(ii) the presence in person or by proxy of the holders of not less than 80%
of each class of shares of capital stock of the Company entitled to vote in
the election of directors ("Voting Securities"), and (iii) the affirmative
vote of at least 66-2/3% of the Voting Securities present at such meeting, in
person or by proxy, excluding all Voting Securities owned beneficially,
directly or indirectly, by the Acquiring Entity. This provision of the
Articles may not be amended, altered, changed or repealed unless (i) such
amendment, alteration, change or repeal is approved in a meeting of the
shareholders of the Company called for that purpose, (ii) the holders of
not less than 80% of the Voting Securities are present in person or by
proxy, and (iii) the affirmative vote of at least 66-2/3% of the Voting
Securities present at such meeting, in person or by proxy, excluding all
Voting Securities owned beneficially, directly or indirectly, by the
Acquiring Entity, is obtained.
The Bylaws of the Company provide that directors may be removed from
office only for cause (as defined in the Bylaws); that stockholders follow
an advance notification procedure for certain stockholder nominations of
candidates for the Board of Directors and for certain other stockholder
business to be conducted at an annual meeting; and that a vote of holders
of not less than 80% of the shares of stock of the Company entitled to vote
in the election of directors is required to make, repeal, alter, amend or
rescind any of the bylaws of the Company.
On August 14, 1989, the Board of Directors of the Company declared a
dividend distribution of one Right (as hereinafter defined) for each
outstanding share of Common Stock to stockholders of record at the
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close of business on August 16, 1989 (the "Record Date"). Each "Right"
entitles the registered holder to purchase from the Company one share of
Common Stock, at a purchase price of $20.00 per share of Common Stock,
subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company
and Texas American Bridge Bank N.A., as rights agent.
The Rights are attached to all Common Stock certificates representing
shares then outstanding on the Record Date. The Rights will separate from
the Common Stock and a distribution date (the "Distribution Date") will
occur upon the earlier of (i) 10 days following a public announcement that
a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding shares of Common Stock (the
"Shares Acquisition Date"), or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in any
individual firm, corporation or other entity (a "Person") or group
beneficially owning 30% or more of such outstanding shares of Common Stock.
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on August 15, 1999, unless earlier redeemed
by the Company as described below.
As soon as practicable after the Distribution Date, "Right
Certificates" will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Right Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, and except in certain
circumstances described in the Rights Agreement, only shares of Common
Stock issued prior to the Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution Date, (i)
the Company is the surviving corporation in a merger with an Acquiring
Person and its Common Stock is not changed or exchanged, (ii) a Person
becomes the beneficial owner of more than 35% of the then outstanding
shares of Common Stock other than pursuant to an offer for all outstanding
shares of Common Stock which the independent directors determine to be fair
to, and otherwise in the best interest of, stockholders, or (iii) an
Acquiring Person engages in one or more "self-dealing" transactions as set
forth in the Rights Agreement, each holder of a Right will thereafter have
the right to receive, upon exercise, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right. Notwithstanding
any of the foregoing, following the occurrence of any of the events set
forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by an Acquiring Person will be null and void. However, Rights are not
exercisable following the occurrence of either of the events set forth
above until such time as the Rights are no longer redeemable by the Company
as set forth below.
In the event that, at any time following the Shares Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than a merger described in the preceding paragraph or a merger which
follows an offer described in the preceding paragraph), or (ii) 50% or more
of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as set
forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph and in
the preceding paragraph are referred to as the "Triggering Events."
The purchase price payable, and the number of shares of Common Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) if holders of the Common Stock
are granted certain rights or warrants to subscribe for Common Stock or
8
<PAGE>
convertible securities at less than the current market price of the Common
Stock, or (iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred
to above).
With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments amount to at least 1% of the purchase
price. No fractional shares of Common Stock will be issued and, in lieu
thereof, an adjustment in cash may be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise.
At any time until fifteen days following the Shares Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right, payable in cash. Under certain circumstances set forth in
the Rights Agreement, the decision to redeem shall require the concurrence
of a majority of the Continuing Directors (as defined hereinafter). After
the redemption period has expired, the Company's right of redemption may be
reinstated if an Acquiring Person reduces its beneficial ownership to 10%
or less of the outstanding shares of Common Stock in a transaction or
series of transactions not involving the Company. Immediately upon the
action of the Board of Directors ordering redemption of the Rights, with,
where required, the concurrence of the Continuing Directors, the Rights
will terminate and the only right of the holders of Rights will be to
receive the $.01 redemption price.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the
Board if such person is recommended or approved by a majority of the
Continuing Directors, but shall not include an Acquiring Person, or any
representative of, or person affiliated with, the foregoing entities.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders
may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company
as set forth above.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the Distribution Date.
After the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board (in certain circumstances, with the concurrence of the
Continuing Directors) in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time
period under the Rights Agreement; provided, however, that no amendment to
adjust the time period governing redemption shall be made at such time as
the Rights are not redeemable.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement,
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part.
The existence of the provisions of the Company's Articles and Bylaws
summarized herein and the Rights Agreement may be disadvantageous to the
extent they discourage takeovers in which stockholders might receive a
substantial premium for some or all of their shares. Therefore,
stockholders who desire to participate in such a takeover may not be
afforded the opportunity to do so, even when such stockholders believe
participation to be in their best interest. Also, such provisions and the
Rights Agreement may reduce temporary fluctuations in the market price of
the Common Stock and thereby deprive stockholders of an opportunity to sell
their stock at a temporarily higher price. In addition to reducing
temporary market fluctuations, such provisions and the Rights Agreement
could potentially depress the market price of shares of Common Stock and
may have the effect of discouraging changes in control, particularly those
that are opposed by the Company's incumbent management, even if a majority
of stockholders desire the change in control. Such provisions and the
Rights Agreement thereby could also prevent the removal of management.
9
<PAGE>
In addition, the ability of the Board of Directors to issue shares of
Preferred Stock and to fix the voting, redemption, conversion and other
rights thereof without stockholder approval could hinder any proposed
tender offer, merger or other attempt to gain control of the Company. See
"Description of Capital Stock--Blank Check Preferred Stock."
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Key Corp
Shareholder Services, Inc.
BLANK CHECK PREFERRED STOCK
Pursuant to the Articles, the Board of Directors has the authority,
without further stockholder approval, to provide for the issuance of up to
1,000,000 shares of Preferred Stock in one or more series and to fix for
each series the number of shares, designation, dividend rights, voting
rights, redemption rights and any other rights. As of August 28, 1995, no
shares of Preferred Stock have been issued. Because the Board of Directors
has the power to establish the preferences and rights of each series, it
may afford the holders of any Preferred Stock preferences, powers and
rights (including voting rights) senior to the rights of the holders of
Common Stock. The issuance of shares of Preferred Stock or the issuance of
rights to purchase shares of stock may have the effect of delaying,
deferring or preventing a change in control of the Company.
LEGAL MATTERS
The validity of the shares of Common Stock being sold in the offering
is being passed upon for the Company by Vinson & Elkins L.L.P., Dallas,
Texas.
EXPERTS
The consolidated financial statements and schedule of the Company as
of December 31, 1994 and 1993, and for each of the years in the three-year
period ended December 31, 1994, have been incorporated by reference herein
and in the Registration Statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing. The report of KPMG Peat Marwick LLP covering the
December 31, 1994 financial statements refers to a change in the method of
accounting for income taxes.
10
<PAGE>
===============================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON HAS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
-----------------
TABLE OF CONTENTS
Page
----
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................. 2
The Company............................ 3
Risk Factors........................... 4
Selling Stockholder.................... 6
Plan of Distribution................... 6
Description of Capital Stock........... 7
Legal Matters.......................... 10
Experts................................ 10
-----------------
655,000 SHARES
AMERICAN PHYSICIANS
SERVICE GROUP, INC.
COMMON STOCK
(PAR VALUE $0.10 PER SHARE)
-----------------
PROSPECTUS
-----------------
, 1995
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses incurred in connection with the registration of the securities
offered hereby are payable by Prime Medical Services, Inc., the parent
company of Prime Medical Operating, Inc. (the "Selling Stockholder"), and
not by American Physicians Service Group, Inc. (the "Registrant"). The
estimated expenses payable in connection with the registration of the
securities offered hereby, other than commissions, are as follows:
SEC filing fee............................................ $ 777
Blue Sky fees and expenses................................ 2,500
Printing and engraving expenses........................... 1,000
Legal fees and expenses................................... 8,500
Accounting fees and expenses.............................. 3,000
Transfer agent and registrar fees......................... 0
Miscellaneous............................................. 1,500
-------
Total................................................ $17,277
=======
There are no underwriting discounts.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
provides that a Texas corporation shall have the power to indemnify anyone
who was, is, or is threatened to be made a named defendant or respondent to
any threatened, pending, or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative, or investigative, or any
appeal in such an action, suit or proceeding, and any inquiry or
investigation that could lead to such an action, suit, or proceeding,
because such person is or was a director of the corporation, provided that
(i) such person conducted himself in good faith, (ii) such person
reasonably believed (A) that in the case of conduct in his official
capacity as a director of the corporation that his conduct was in the
corporation's best interests, and (B) in all other cases, that his conduct
was at least not opposed to the corporation's best interests, and (iii) in
the case of a criminal proceeding, such person has no reasonable cause to
believe his conduct was unlawful. The termination of a proceeding by
judgment, order, settlement, or conviction, or on a plea of nolo contendere
or its equivalent, is not of itself determinative that a director is not
eligible for indemnification by a corporation. Instead, a person shall be
deemed to have been found liable in respect of any claim, issue or matter
only after the person shall have been so adjudged by a court of competent
jurisdiction after exhaustion of all appeals therefrom. A director may not
be indemnified as described above for obligations resulting from a
proceeding: (i) in which such person is found liable on the basis that he
improperly received personal benefit, whether or not the benefit resulted
from an action taken in his official capacity, or (ii) in which such person
is found liable to the corporation (except that in such cases such director
may be indemnified against reasonable expenses actually incurred by the
director in connection with the proceeding unless the director's misconduct
was willful, in which case no such indemnification shall be paid).
A corporation may provide indemnification as described above only if a
determination of indemnification is made by (a) a majority vote of a quorum
of directors who at the time of voting are not named defendants or
respondents in such proceeding; (b) if such quorum cannot be obtained, by
majority vote of a committee of directors, consisting solely of two or more
directors who are not named as defendants or respondents in the relevant
proceeding, and designated to act in the matter by a majority vote of all
directors; or (c) by special legal counsel selected by the board acting as
described in (a), or selected by a committee established as described in
(b), or, if such quorum cannot be obtained and such committee is not
established, by a majority vote of all named defendants or respondents in
the proceeding. A court may order indemnification even though certain of
these conditions are not met if the court deems indemnification proper
II-1
<PAGE>
and equitable; provided, however, that the court-ordered indemnification
shall be limited to reasonable expenses actually incurred by such person in
connection with the proceeding if the person is found to be liable to the
corporation or on the basis that he improperly received a personal benefit.
A person may be indemnified by a corporation as previously described
against judgments, penalties (including excise and similar taxes), fines,
settlements, and reasonable expenses actually incurred by the person in
connection with the proceeding, provided, that if such a person is found
liable to the corporation or is liable on the basis that personal benefit
was improperly received by the person, the indemnification shall be limited
to reasonable expenses actually incurred by the person in connection with
the proceeding and shall not be made in respect of any proceeding in which
the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to the corporation.
A corporation shall indemnify a director against reasonable expenses
incurred by him in connection with the proceeding in which he is a named
defendant or respondent because he is or was a director if he has been
wholly successful, on the merits or otherwise, in the defense of the
proceeding. In addition, if a director sues a corporation to recover
indemnification in such a case, the court, upon ordering the corporation to
pay indemnification, shall also award the director his expenses incurred in
securing the indemnification.
A corporation may pay, or reimburse a director for, the director's
reasonable expenses incurred because he was, is, or is threatened to be
made a named defendant or respondent in a proceeding, in advance of any
final disposition of the proceeding and without any determination that the
director is entitled to such payment or reimbursement under the above-
described standards if the director gives the corporation a written
affirmation by the director that in good faith he believes that he is
eligible for indemnification under Article 2.02-1 of the TBCA and a written
undertaking by or on behalf of the director (which must be an unlimited
general obligation but that need not be secured, and that may be accepted
without reference to the director's financial ability to pay) to repay the
amount paid or reimbursed if it is ultimately determined that
indemnification for such expenses is prohibited under the standards
enumerated above.
Notwithstanding the above, a corporation may pay or reimburse a
director for expenses incurred in connection with the director's appearance
as a witness or other participation in a proceeding at a time when the
director is not a named defendant or respondent in the proceeding.
Article 2.02-1 of the TBCA permits the purchase and maintenance of
insurance or another arrangement on behalf of directors, officers,
employees and agents of the corporation against any liability asserted
against or incurred by them in any such capacity or arising out of the
person's status as such, whether or not the corporation itself would have
the power to indemnify any such officer or director against such liability;
provided, that if the insurance or other arrangement is with a person or
entity that is not regularly engaged in the business of providing insurance
coverage, the insurance or arrangement may provide for payment of a
liability with respect to which the corporation would not have the power to
indemnify the person only if including coverage for the additional
liability has been approved by the shareholders of the corporation.
Any indemnification of, or advance of expenses to, a director must be
reported in writing to shareholders prior to the notice or waiver of notice
of the next shareholders' meeting or other action, and, in any case, within
the 12-month period immediately following such indemnification or advance.
A corporation shall indemnify officers and others who are not
officers, employees, or agents of the corporation, but who are serving at
the corporation's request as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary for another
entity, to the same extent that the corporation indemnifies directors. A
corporation may indemnify and advance expenses to such officers and other
persons to the same extent that it may indemnify, or advance expenses to,
directors.
Article IX of the Registrant's Restated Articles of Incorporation (the
"Articles") provides that, to the extent permitted by applicable law and by
resolution or other proper action of the Board of Directors of the
Registrant, the Registrant will indemnify its present and former directors
and officers, its employees and agents and any other person serving at the
request of the Registrant as a director, trustee, officer, employee
II-2
<PAGE>
or agent of another corporation, partnership, joint venture, association,
trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any threatened, pending or completed action,
suit or proceeding to which any such person is, or is threatened to be
made, a party and which may arise by reason of the fact he is or was a
person occupying any such office or position. In addition, the Registrant
currently maintains directors and officers liability insurance.
Article XVI of the Articles provides that the Registrant's directors
shall not be liable to the Registrants or its shareholders for monetary
damages for an act or omission in the director's capacity as a director
except for liability based upon (i) a breach of duty of loyalty to the
Registrant or its shareholders, (ii) an act or omission not in good faith
or that involves intentional misconduct or a knowing violation of law,
(iii) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope
of the director's office, or (iv) an act related to an unlawful stock
repurchase or payment of a dividend.
ITEM 16. EXHIBITS
Exhibit
No. Description of Exhibit
------- ----------------------
3.1 -- Restated Articles of Incorporation of the Registrant dated
August 21, 1990 (filed as an Exhibit to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990, and
incorporated herein by reference).
3.2 -- Amended and Restated Bylaws of the Registrant (filed as an
Exhibit to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1990, and incorporated herein by
reference).
5.1+ -- Opinion of Vinson & Elkins L.L.P.
10.1 -- Management Agreement of Attorney-in-Fact, dated August 13,
1975, between the Registrant and American Physicians Insurance
Exchange (filed as an Exhibit to the Registrant's Amendment No. 1
to the Registration Statement on Form S-1 (File No. 2-85321)
filed with the Commission on September 1, 1983, and incorporated
herein by reference).
10.2 -- Rights Agreement dated August 16, 1989, between the Registrant
and Texas American Bridge Bank N.A., as rights agent, and letter
to the Registrant stockholders, dated August 16, 1989 (filed as
an Exhibit to the Registrant's Current Report on Form 8-K, dated
September 5, 1989, and incorporated herein by reference).
10.3 -- Employment Agreement dated July 1, 1991, between the Registrant
and Duane K. Boyd, Jr. (filed as an Exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1991,
and incorporated herein by reference).
23.1+ -- Consent of KPMG Peat Marwick LLP.
23.2+ -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1+ -- Powers of attorney (included on the signature page).
_______________
+ Filed herewith.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that it will:
1. File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in this Registration Statement; and
(iii) include any additional or changed material information on
the plan of distribution.
2. For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering thereof.
3. File a post-effective amendment to remove from registration any
of the Securities that remain unsold at the end of the offering.
4. For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant under Rule 424(b)(1), or (4) or
497(h) of the Securities Act as part of this Registration Statement as of
the time the Securities and Exchange Commission declared it effective.
5. For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in this Registration
Statement, and that the offering of the securities at that time as the
initial bona fide offering of those securities.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy is expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Austin, State of
Texas, on August 28, 1995.
AMERICAN PHYSICIANS SERVICE GROUP, INC.
By: /s/ Kenneth S. Shifrin
---------------------------------------
Kenneth S. Shifrin
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. Each person whose
signature appears below hereby authorizes and appoints William H. Hayes and
Kenneth S. Shifrin, or any of them, as his or her attorney-in-fact to sign
on his or her behalf, individually and in the capacity stated below, all
amendments and post-effective amendments to this Registration Statement as
that attorney-in-fact may deem necessary or appropriate.
SIGNATURE TITLE DATE
- ----------------------------- ------------------------------- ---------------
/s/ Kenneth S. Shifrin Chairman of the Board, August 28, 1995
- ----------------------------- President
Kenneth S. Shifrin and Chief Executive Officer and
Director
/s/ Jack R. Chandler Vice Chairman of the Board and August 28, 1995
- ----------------------------- Director
Jack R. Chandler, M.D.
/s/ William H. Hayes Senior Vice President - Finance August 9, 1995
- ----------------------------- and Secretary
William H. Hayes
/s/ Thomas R. Solimine Controller August 10, 1995
- -----------------------------
Thomas R. Solimine
Director
- -----------------------------
Richard J. Clark
/s/ Jack Murphy Director August 10, 1995
- -----------------------------
Jack Murphy
/s/ William A. Searles Director August 28, 1995
- -----------------------------
William A. Searles
II-5
<PAGE>
INDEX TO EXHIBITS
Sequential
Exhibit Page
No. Description of Exhibit Number
- ------- ---------------------- ------
3.1 --Restated Articles of Incorporation of the Registrant
dated August 21, 1990 (filed as an Exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1990, and incorporated herein by reference).
3.2 --Amended and Restated Bylaws of the Registrant (filed as
an Exhibit to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1990, and incorporated herein
by reference).
5.1+ --Opinion of Vinson & Elkins L.L.P.
10.1 --Management Agreement of Attorney-in-Fact, dated August 13, 1975,
between the Registrant and American Physicians Insurance
Exchange (filed as an Exhibit to the Registrant's Amendment
No. 1 to the Registration Statement on Form S-1 (File No. 2-85321)
filed with the Commission on September 1, 1983, and incorporated
herein by reference).
10.2 --Rights Agreement dated August 16, 1989, between the
Registrant and Texas American Bridge Bank N.A., as rights agent,
and letter to the Registrant stockholders, dated August 16, 1989
(filed as an Exhibit to the Registrant's Current Report on Form
8-K, dated September 5, 1989, and incorporated herein by reference).
10.3 --Employment Agreement dated July 1, 1991, between the
Registrant and Duane K. Boyd, Jr. (filed as an Exhibit to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference).
23.1+ --Consent of KPMG Peat Marwick LLP.
23.2+ --Consent of Vinson & Elkins L.L.P. (included in Exhibit 5).
24.1+ --Powers of attorney (included on the signature page).
_______________
+ Filed herewith.
<PAGE>
EXHIBIT 5.1
[VINSON & ELKINS LOGO APPEARS HERE]
ATTORNEYS AT LAW
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
TELEPHONE (214) 220-7700
VOICE MAIL (214) 220-7999
FAX (214) 220-7716
WRITER'S TELEPHONE
(214) 220-7700
August 29, 1995
American Physicians Service Group, Inc.
1301 Capital of Texas Highway
Austin, Texas 78746
Re: American Physicians Service Group, Inc.
Common Stock, par value $0.10 per share
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel for American Physicians Service Group,
Inc., a Texas corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of the
offer and sale of 655,000 shares (the "Shares") of its common stock, par value
$0.10 per share (the "Common Stock"), by a certain selling stockholder (the
"Selling Stockholder") on the Company's Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") on or about August 29, 1995.
In reaching the opinions set forth herein, we have made inquiries of the
officers of the Company, reviewed those agreements, certificates of public
officials, officers of the Company and other persons, records, documents, and
matters of law that we deemed relevant, including, but not limited to, (a) the
Restated Articles of Incorporation and By-Laws of the Company and (b)
resolutions previously adopted by the Board of Directors of the Company.
Based on and subject to the foregoing and subject further to the
assumptions, exceptions and qualifications hereinafter stated, we are of the
opinion that the Shares, when issued by the Selling Stockholder in the manner
described in the Registration Statement, and upon completion of the proceedings
being taken in order to permit such transactions to be carried out in accordance
with the securities laws of the various states, where required, will be legally
issued, fully paid and nonassessable.
<PAGE>
American Physicians Service Group, Inc.
August 29, 1995
Page 2
The opinions expressed above are subject in all respects to the following
assumptions, exceptions and qualifications:
a. We have assumed that (i) all signatures on all documents reviewed
by us are genuine, (ii) all documents submitted to us as originals are true
and complete, (iii) all documents submitted to us as copies are true and
complete copies of the originals thereof, (iv) all information submitted to
us in the preparation of the Registration Statement is true and complete as
of the date hereof, (v) each natural person signing any document reviewed
by us had the legal capacity to do so, (vi) each person signing in a
representative capacity any document reviewed by us had authority to sign
in that capacity and (vii) the consideration received by the Company for
each share of Common Stock issued to the Selling Stockholder was equal to
or exceeded the par value thereof.
b. The opinions expressed above are limited to the Texas Business
Corporation Act and the federal laws of the United States of America.
c. The opinions expressed above speak as of the date hereof and are
limited to the matters expressly set forth herein, and no opinion is to be
implied or inferred beyond such matters.
This opinion may be filed as an exhibit to the Registration Statement. In
giving this consent, we do not admit that we come into the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
This firm disclaims any duty to advise you regarding any changes in, or
otherwise communicate with you with respect to, the matters addressed herein.
Respectfully submitted,
VINSON & ELKINS L.L.P.
<PAGE>
EXHIBIT 23.1
Board of Directors
American Physicians Service Group, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus. Our report
refers to a change in the method of accounting for income taxes.
/s/ KPMG Peat Marwick LLP
Austin, Texas
August 25, 1995
