<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [_]
CHECK THE APPROPRIATE BOX:
[_] PRELIMINARY PROXY STATEMENT
[X] DEFINITIVE PROXY STATEMENT
[_] DEFINITIVE ADDITIONAL MATERIALS
[_] SOLICITING MATERIAL PURSUANT TO (S) 240.14A-11(C) OR (S) 240.14A-12
AMERICAN PHYSICIANS SERVICE GROUP, INC.
- - --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AMERICAN PHYSICIANS SERVICE GROUP, INC.
- - --------------------------------------------------------------------------------
(NAME OF PERSONS(S) FILING PROXY STATEMENT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), 14A-6(I)(1), OR 14A-6(I)(2).
[_] $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT RULE
14A-6(I)(3).
[_] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND 0-11.
1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
---------------------------------------------------------------------------
2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
---------------------------------------------------------------------------
3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11:/1/
4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
---------------------------------------------------------------------------
/1/SET FORTH THE AMOUNT ON WHICH THE FILING FEE IS CALCULATED AND STATE
HOW IT WAS DETERMINED.
[_] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE
0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR
THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
1) AMOUNT PREVIOUSLY PAID:
--------------------------------------------------
2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
--------------------------------------------------
3) FILING PARTY:
--------------------------------------------------
4) DATE FILED:
--------------------------------------------------
<PAGE>
LOGO HERE
1301 CAPITAL OF TEXAS HIGHWAY
AUSTIN, TEXAS 78746
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 1995
Notice is hereby given that the Annual Meeting of Shareholders of American
Physicians Service Group, Inc., a Texas corporation (the "Company"), will be
held at The Barton Creek Conference Center located at 8212 Barton Club Drive,
Austin, Texas 78735, on Thursday, June 15, 1995 at 8:00 a.m., Austin, Texas
time, for the following purposes:
(a) To elect five directors to serve on the Board of Directors; and
(b) To transact such other business as may properly come before the meeting
or any adjournment(s) thereof.
The accompanying Proxy Statement contains information regarding, and a more
complete description of, the items of business to be considered at the meeting.
Only shareholders of record at the close of business on April 28, 1995, are
entitled to notice of, and to vote at, the Annual Meeting of Shareholders or any
adjournment(s) thereof.
You are cordially invited and urged to attend the meeting, but if you are
unable to attend the meeting, you are requested to sign and date the
accompanying proxy and return it promptly in the enclosed self-addressed
envelope. If you attend the meeting, you may vote in person, if you wish,
whether or not you have returned your proxy. In any event, a proxy may be
revoked at any time before it is exercised.
By Order of the Board of Directors
W. H. HAYES
Vice President and Secretary
Austin, Texas
May 2, 1995
<PAGE>
AMERICAN PHYSICIANS SERVICE GROUP, INC.
1301 CAPITAL OF TEXAS HIGHWAY
AUSTIN, TEXAS 78746
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 15, 1995
This Proxy Statement is sent to shareholders of American Physicians Service
Group, Inc., a Texas corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Shareholders of the Company to be held at The Barton Creek
Conference Center located at 8212 Barton Club Drive, Austin, Texas 78735, on
Thursday, June 15, 1995 at 8:00 a.m., Austin, Texas time, and any adjournment(s)
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Shareholders. Solicitation of proxies may be made in person or by mail,
telephone, or telecopy by directors, officers, and regular employees of the
Company. The Company may also request banking institutions, brokerage firms,
custodians, nominees, and fiduciaries to forward solicitation material to the
beneficial owners of common stock of the Company held of record by such persons,
and the Company will reimburse the forwarding expenses. The cost of solicitation
of proxies will be paid by the Company. This Proxy Statement was first mailed to
shareholders on or about May 2, 1995.
ANNUAL REPORT
Enclosed is an Annual Report to Shareholders for the year ended December
31, 1994, including audited financial statements. Such Annual Report to
Shareholders does not form any part of the material for the solicitation of
proxies.
REVOCATION OF PROXY
Any shareholder returning the accompanying proxy may revoke such proxy at
any time prior to its exercise (a) by giving written notice to the Secretary of
the Company of such revocation, (b) by voting in person at the meeting, or (c)
by executing and delivering to the Secretary of the Company a later dated proxy.
OUTSTANDING COMMON STOCK; CERTAIN SHAREHOLDERS
The voting securities of the Company are shares of its common stock, $.10
par value (the "Common Stock"), each share of which entitles the holder thereof
to one vote. At April 28, 1995, there were outstanding and entitled to vote
3,571,684 shares of Common Stock. Only shareholders of record at the close of
business on
<PAGE>
April 28, 1995 are entitled to notice of, and to vote at, the Annual Meeting of
Shareholders and any adjournment(s) thereof.
The following table sets forth certain information regarding certain owners
of Common Stock as of April 28, 1995, with respect to (a) each person who is
known by the Company to be the beneficial owner of more than five percent of the
shares of Common Stock, (b) each director and nominee for director of the
Company, (c) certain officers of the Company, and (d) all officers and directors
of the Company as a group:
<TABLE>
<CAPTION>
Amount and Nature Percent
Name and Address of of Beneficial of
Beneficial Owner Ownership(1)(2) Class
------------------- ------------------ -------
<S> <C> <C>
Prime Medical Services, Inc.(3).... 772,000 21.6%
1301 Capital of Texas Highway
Austin, Texas 78746
Kenneth S. Shifrin................. 387,225 10.2
1301 Capital of Texas Highway
Austin, Texas 78746
Dimensional Fund Advisors Inc.(4).. 240,600 6.7
1299 Ocean Ave., 11th Floor
Santa Monica, California 90401
Duane K. Boyd...................... 200,000 5.4
1301 Capital of Texas Highway
Austin, Texas 78746
Jack R. Chandler, M.D.............. 115,760 3.2
Richard J. Clark................... 136,363 3.8
Samuel R. Granett.................. 13,301 .4
Jack Murphy........................ 31,600 .9
William A. Searles................. 52,750 1.5
Roger T. Scaggs.................... 80,801 2.2
All officers and directors as
a group (9 persons)(2)(5)......... 1,057,466 24.9
</TABLE>
______________
(1) Except as otherwise indicated, each individual has sole voting and
investment power with respect to all shares owned by such individual.
(2) The number of shares beneficially owned by officers and directors includes
the following number of shares subject to options that are presently exercisable
or exercisable within 60 days after April 28, 1995: Mr. Boyd, 160,000; Dr.
Chandler,
2
<PAGE>
75,000; Mr. Clark, 50,000; Mr. Shifrin, 225,000; Mr. Murphy, 25,000; Mr.
Searles, 50,000; and Mr. Scaggs, 50,000. The number of shares beneficially
owned by all directors and officers as a group, including the above-named
directors, includes 667,666 shares subject to options that are presently
exercisable or exercisable within 60 days after April 28, 1995.
(3) Dr. Chandler, Mr. Searles and Mr. Shifrin are each directors of Prime
Medical Services, Inc. ("Prime") and, together with the other officers and
directors of Prime, may share in the voting and investment power with respect to
the shares of Common Stock of the Company owned by Prime. Each individual
disclaims the beneficial ownership of any such shares.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 240,600 shares of the
Company's Common Stock as of December 31, 1994, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in the series of the DFA Investment Trust Company, a
Delaware business trust, or the DFA Group Trust and DFA Participation Group
Trust, investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors Inc. serves as investment manager. Dimensional
disclaims beneficial ownership of such shares.
(5) Includes the president and chairman of the board, if any, of each of the
Company's subsidiaries.
3
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
Set forth below is information concerning aggregate cash compensation paid
during each of the Company's last three fiscal years to the Company's Chief
Executive Officer and each of the Company's other most highly compensated
executive officers who received in excess of $100,000 in salary and bonuses
during 1994.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
-------------------------------------- ----------------------
Awards
----------------------
Other Annual All Other
Compensation Compensation
Name and Principal Position Fiscal Year Salary ($) Bonus ($)(1) ($)(2) Options (#) ($) (3)
- - --------------------------- ----------- ---------- ------------ ------------ ----------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth S. Shifrin, CEO 1994 112,500 41,700 3,049
1993 112,500 35,000 2,950
1992 111,312 35,000 225,000 3,212
Samuel R. Granett, Senior VP 1994 -- 35,746 372,088 3,080
1993 18,350 -- 764,950 2,968
1992 18,318 17,045 767,160 3,338
Duane K. Boyd, Senior VP 1994 150,000 57,000 3,080
1993 150,000 90,000 2,968
1992 150,000 60,000 200,000 3,338
Roger T. Scaggs, Senior VP 1994 96,000 45,317 25,000 2,970
1993 93,855 10,000 2,772
1992 91,320 5,000 50,000 3,212
William H. Hayes, VP 1994 83,160 17,900 25,000 3,042
1993 80,850 15,000 20,000 2,950
1992 77,250 15,000 5,000 2,879
</TABLE>
- - ---------------
(1) Reflects bonus paid during the fiscal year.
(2) Consists of commissions earned.
(3) Consists of Company contributions to the Company's 401(k) plan.
Options Granted During Last Fiscal Year
The following table provides information related to options granted by the
named executive officers during 1994 and the potential realizable value at
assumed annual rates of stock price appreciation for the option term. The
Company does not have any outstanding stock appreciation rights.
4
<PAGE>
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential realizable value at
assumed annual rates of stock
price appreciation for option
Individual Grants term
- - -------------------------------------------------------------------------------------------------- ------------------------------
Number of Percent of total
securities options granted to
underlying Options employees in Exercise Expiration
Name granted (#) fiscal year price ($/Sh) date 5% ($) 10% ($)
- - --------------------------- ------------------ ------------------ ------------ ---------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth S. Shifrin, CEO -- -- -- -- -- --
Samuel R. Granett, Senior VP -- -- -- -- -- --
Duane K. Boyd, Jr., Senior VP -- -- -- -- -- --
Roger T. Scaggs, Senior VP 25,000 35% $2.25 07/18/99 $15,500 $34,500
William H. Hayes, VP 25,000 35% $2.25 07/18/99 $15,500 $34,500
</TABLE>
Option Exercises During 1994 and Option Values at December 31, 1994
The following table provides information related to options exercised by the
named executive officers during 1994 and the number and value of options held at
December 31, 1994. The Company does not have any outstanding stock appreciation
rights.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Unexercised Options at Value of Unexercised In-the-Money
Fiscal Year-End Options at Fiscal Year-End
-------------------------------- ---------------------------------
Shares
Acquired on Value
Name Exercise(#) Realized ($) Exercisable (#) Unexercisable (#) Exercisable ($) Unexercisable ($)
- - ------------------------------- ----------- ------------ --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth S. Shifrin, CEO -- -- 225,000 -- 225,000(1) --
Samuel R. Granett, Senior VP -- -- -- -- -- --
Duane K. Boyd, Senior VP -- -- 200,000 -- 200,000(1) --
Roger T. Scaggs, Senior VP -- -- 50,000 25,000 50,000(1) 3,125
William H. Hayes, VP 32,666 38,334 20,750(1) 3,125
</TABLE>
- - ---------------
(1) The Value of Unexercised In-the-Money Options was calculated by subtracting
the per share exercise price of the option from the closing price for the
Company's Common Stock on December 31, 1994 ($2.375) and multiplying the
difference times the number of shares of Common Stock underlying the
option.
5
<PAGE>
Compensation of Directors
Messrs. Clark, Murphy and Searles receive a fee of $500 for each meeting of
the Board of Directors that they attend. Messrs. Chandler and Shifrin do not
receive separate compensation for their services as directors.
CERTAIN TRANSACTIONS
The following is a summary of transactions with various officers, directors
and certain security holders of the Company since the beginning of the Company's
last fiscal year.
In January 1994, the Company entered into an agreement with Tominac Financial
Services, Inc. ("Tominac") to act as financial advisor and furnish professional
consulting services to the Company relating to the acquisition of capital by the
Company. As compensation for these services, the Company agreed to pay Tominac
a fee in an amount ranging from 1% to 3% of the amount actually received by the
Company from a financing source. It is the Company's understanding that Mr.
Searles would receive from Tominac 30% of the compensation paid to Tominac by
the Company, pursuant to an agreement between Tominac and Mr. Searles relating
to his efforts to assist Tominac in the performance of these agreements. This
agreement has expired by its terms. No monies were paid under the agreement.
In March 1993, the Company loaned $600,000 to Prime Medical Services, Inc.
("Prime") pursuant to a promissory note secured by 300,000 shares of common
stock of the Company that is owned by Prime. This note, together with all
interest due thereon, was paid in its entirety in September 1994.
During 1993, Prime received payments from the Company in the amount of $69,000
for legal services provided on behalf of the Company by Mr. Phillip J. Kushner.
Mr. Kushner served as General Counsel of the Company, but was an employee of,
and was paid by, Prime. Mr. Kushner's employment at Prime terminated December
31, 1994.
Prime's principal executive office is located in Austin, Texas in an office
building owned by the Company. Since September 1992, Prime has paid the Company
approximately $4,000 per month, which includes rental payments for the office
space, reception and telephone services, and certain other services and
facilities.
The Company has retained Mr. Richard J. Clark, a director of the Company, to
provide consulting services to the Company as an independent contractor. During
the years ended December 31, 1994
6
<PAGE>
and 1993, Mr. Clark was paid approximately $63,000 and $85,000, respectively,
for such services. Mr. Clark was employed by the Company in October 1994,
terminating the consulting agreement.
Effective July 1, 1991, the Company entered into an employment agreement with
Duane K. Boyd, an officer of the Company. The agreement expires December 31,
1995 and provides for, among other things, the positions for which he is
employed. Pursuant to the agreement, he is to receive a base salary of $150,000
per year, subject to discretionary increases and mandatory increases to reflect
changes in the Consumer Price Index. The agreement also provides that Mr. Boyd
received stock options covering 200,000 shares of common stock of the Company.
Pursuant to the employment agreement, the Company loaned Mr. Boyd $80,000,
pursuant to a non-interest bearing promissory note, which is due and payable in
its entirety at the earlier of December 31, 1996 or the date Mr. Boyd ceases
being an employee of the Company for any reason. The note requires that a
portion of certain bonuses received by Mr. Boyd be applied to the note. Such
payments have reduced the note balance to $-0- at March 31, 1995.
SECTION 16 FILING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission (the "SEC") and the NASDAQ Stock Exchange. Such persons are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it with
respect to 1994, or written representations from certain reporting persons, the
Company believes that all filing requirements applicable to its directors,
officers and persons who own more than 10% of a registered class of the
Company's equity securities have been complied with.
QUORUM; VOTING
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the meeting. If a quorum is not present or represented at the
meeting, the shareholders entitled to vote thereat, present in person or
represented by proxy, have the power to adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a quorum is
present or represented. At any such adjourned meeting at which a quorum is
present or represented, any business may be
7
<PAGE>
transacted that might have been transacted at the meeting as originally
notified.
Cumulative voting is not permitted in the election of directors of the
Company. On all matters (including election of directors) submitted to a vote
of the shareholders at the meeting or any adjournment(s) thereof, each holder of
Common Stock will be entitled to one vote for each share of Common Stock owned
of record by such shareholder at the close of business on April 28, 1994.
SHAREHOLDER PROPOSALS
Any shareholder of the Company meeting certain minimum stock ownership and
holding period requirements may present a proposal for action at the annual
meeting of shareholders to be held in 1996. Such shareholder must deliver the
proposal to the executive offices of the Company no later than January 15, 1996,
unless the Company notifies the shareholders otherwise. Only those proposals
that are proper for shareholder action and otherwise proper may be included in
the Company's proxy statement. The Nominating Committee of the Board of
Directors will consider nominations for directors of the Company to be elected
at the Annual Meeting of Shareholders to be held in 1996 that are submitted in
writing by any shareholder of the Company prior to January 15, 1996.
Notwithstanding the foregoing, all shareholder proposals must be made in
compliance with the applicable provisions of the Bylaws of the Company.
ACTION TO BE TAKEN UNDER THE PROXY
Proxies in the accompanying form which are properly executed and returned will
be voted at the meeting and any adjournment(s) thereof and will be voted in
accordance with the instructions thereon. Any proxy upon which no instructions
have been indicated with respect to a specified matter will be voted as follows
with respect to such matters: (a) "FOR" the five persons named in this Proxy
Statement as the Board of Directors' nominees for election to the Board of
Directors and (b) in the transaction of such other business as may properly come
before the meeting or any adjournment(s) thereof. The Board of Directors knows
of no matters, other than those stated above, to be presented for consideration
at the meeting. If, however, other matters properly come before the meeting or
any adjournment(s) thereof, it is the intention of the persons named in the
accompanying proxy to vote such proxy in accordance with their judgment on any
such matters. The persons named in the accompanying proxy may also, if it is
deemed to be advisable, vote such proxy to adjourn the meeting from time to
time.
8
<PAGE>
ELECTION OF DIRECTORS
Pursuant to the Company's Bylaws, the Board of Directors has, by resolution,
fixed the number of directors at five, and five directors will be elected. All
nominees will be elected to hold office until the next annual meeting of
shareholders of the Company and until his successor is elected and qualified.
Each nominee is presently a director of the Company and, with the exception of
Mr. Clark, has served continuously since first becoming a director. Mr. Clark
has been a director since January 1990, and had previously served in that
capacity from 1978 to 1986. The Company has entered into an agreement with the
Alabama Renal Stone Institute, Inc., pursuant to which it has agreed to nominate
one designee for election to the Board of Directors of the Company. No designee
was presented for the current election. The Board of Directors held six
meetings during the year ended December 31, 1994, and each director attended at
least 75% of the aggregate of (a) the total number of meetings of the Board of
Directors held during the period for which he served as a director and (b) the
total number of meetings held by all committees of the board on which he served.
<TABLE>
<CAPTION>
Director of
Name Age Company Since
- - -------------------------------- --- -------------
<S> <C> <C>
Jack R. Chandler, M.D. 70 1983
Richard J. Clark 61 1990
Jack Murphy 66 1974
William A. Searles 52 1989
Kenneth S. Shifrin 46 1987
</TABLE>
Mr. Shifrin has been Chairman of the Board since March 1990. He has been
President and Chief Executive Officer since March 1989 and was President and
Chief Operating Officer from June 1987 to February 1989. He has been a Director
of the Company since February 1987. From February 1985 until June 1987, Mr.
Shifrin served as Senior Vice President - Finance and Treasurer. He has been
Chairman of the Board of Prime Medical Services, Inc. since October 1989. Mr.
Shifrin is a member of the Young Presidents' Organization.
Dr. Chandler, a founder of the Company, has been a Director of the Company
since July 1983 and has served as Vice Chairman of the Board since February
1985. Dr. Chandler was Vice Chairman of American Physicians Insurance Exchange
from August 1975 to April 1978 and was Chairman of its Board of Directors from
April 1978 to April 1985. Dr. Chandler was a physician in private practice in
San Antonio, Texas from 1956 until his retirement in 1985. Dr. Chandler serves
as a Director of Prime Medical Services, Inc.
9
<PAGE>
Mr. Clark, a founder of the Company, has been a Director of the Company since
January, 1990 and had previously served in that capacity from 1978 to 1986. Mr.
Clark was Secretary of the Company from January 1977 to July 1983. He was an
officer of several insurance-related subsidiaries of the Company from 1977 to
1986 and was a consultant to the Company in that area from 1986 through
September 1994. In October 1994, Mr. Clark again became an employee of the
Company. Mr. Clark has over 30 years experience in the insurance industry.
Mr. Murphy, a founder of the Company, was Chairman of the Board from February
1989 to March 1990 and previously held that position from October 1974 to
December 1987. He has been a Director of the Company since October 1974 and was
President from October 1974 to January 1986.
Mr. Searles has been a director since July 1989. He is an independent
business consultant and from 1981 to 1989 was associated with Bear, Stearns &
Co., Inc. (an investment banking firm), most recently as an Associate
Director/Limited Partner. He currently serves as a Director of two other public
companies: Diversified Communications Industries, Ltd. and Prime Medical
Services, Inc.
No family relationships exist among the officers or directors of the Company.
Except as indicated above, no director of the Company is a director of any
company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to
the requirements of Section 15(d) of the Exchange Act or any company registered
as an investment company under the Investment Company Act of 1940.
Should any nominee named herein for the office of director become unwilling or
unable to accept nomination of election, it is intended that the persons acting
under the proxy will vote for the election, in his stead, of such other persons
as the Board of Directors of the Company may recommend or the Board of Directors
of the Company may reduce the number of directors to be elected. The Board of
Directors has no reason to believe that any nominee named above will be
unwilling or unable to serve.
The Board of Directors had an audit committee during 1994 consisting of two
directors, Mr. Majors and Mr. Searles. The audit committee held three meetings
during the year ended December 31, 1994, at which both members were present.
The audit committee meets with the Company's independent auditors, reviews the
financial statements of the Company, and recommends to the Board of Directors of
the Company the selection of the Company's independent auditors for each fiscal
year. The compensation committee consists of two directors, Mr. Majors and Mr.
Searles. The compensation committee held two meetings during the year ended
December 31, 1994. The compensation committee has primary responsibility for
10
<PAGE>
determining executive compensation. Both the Audit Committee and the
Compensation Committee currently consist of one member due to Mr. Majors'
resignation.
The Board of Directors has an executive committee currently consisting of Mr.
Murphy and Mr. Shifrin. The executive committee held no meetings during the
year ended December 31, 1994. The executive committee has the authority to take
all actions that the Board of Directors of the Company has, except in limited
circumstances as described in the Bylaws of the Company and the Texas Business
Corporation Act.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company selected KPMG Peat Marwick LLP ("Peat
Marwick") as independent auditors for the year ended December 31, 1994. Peat
Marwick advised the Company that, in accordance with professional standards, it
would not perform any non-audit service which would impair its independence for
purposes of expressing an opinion on the Company's financial statements. A
representative of Peat Marwick will attend the meeting with the opportunity to
make a statement if such representative desires to do so and will be available
to respond to appropriate questions. The Audit Committee has not yet made a
recommendation of independent auditors for 1995.
OTHER MATTERS
The Board of Directors of the Company does not intend to bring any other
matters before the meeting and does not know of any matters which will be
brought before the meeting by others. However, if any other matters properly
come before the meeting, it is the intention of the persons named in the
accompanying proxy to vote such proxy in accordance with their judgment on such
matters.
By Order of the Board of Directors
W. H. HAYES
Vice President and Secretary
Austin, Texas
May 2, 1994
11
<PAGE>
P
R
O
X
Y
AMERICAN PHYSICIANS SERVICE GROUP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 15, 1995
The undersigned hereby (a) acknowledges receipt of the Notice of
Annual Meeting of Shareholders of American Physicians Service Group,
Inc. (the "Company") to be held on June 15, 1995, and the Proxy
Statement in connection therewith, each dated May 2, 1995, (b)
appoints Kenneth S. Shifrin and William H. Hayes, or either of them,
as Proxies, each with the power to appoint a substitute, (c)
authorizes the Proxies to represent and vote, as designated below, all
the shares of Common Stock of American Physicians Service Group, Inc.,
held of record by the undersigned on April 28, 1995, at such annual
meeting and at any adjournment(s) thereof and (d) revokes any proxies
heretofore given.
Election of Directors, Nominees:
Jack R. Chandler, M.D.,
Richard J. Clark,
Jack Murphy,
William A. Searles,
and Kenneth S. Shifrin.
(change of address)
----------------------------
----------------------------
----------------------------
(If you have written in the
above space, please mark
the corresponding box on
the reverse side of this
card.)
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS INDICATED, THIS
PROXY WILL BE VOTED FOR THE ELECTION TO THE BOARD OF DIRECTORS OF THE
NOMINEES LISTED ON THIS PROXY AND, IN THE DISCRETION OF THE PROXIES, ON ANY
OTHER BUSINESS.
- - -------
SEE
REVERSE
SIDE
- - -------
<PAGE>
[X] Please
mark
your
votes as
in this
example.
FOR WITHHELD
1 Election of [_] [_]
Directors
(see reverse)
For, except vote
withheld from the
following nominee(s):
--------------------
SIGNATURE(S) DATE
------------------------------- ------
SIGNATURE(S) DATE
------------------------------- ------
NOTE: Please sign your name above exactly as it
appears on your stock certificate, date, and
return promptly. When signing on behalf of a
corporation, partnership, estate, trust, or
in any other representative capacity, please
sign name and title. For joint accounts,
each joint owner must sign.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment(s) thereof.
Change
of [_]
Address
