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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.______ )*
AMERICAN PHYSICIANS SERVICE GROUP, INC.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
028882108
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(CUSIP Number)
Kenneth S.Shifrin
1301 Capital of Texas Highway
Suite C-300
Austin, Texas 78746
(512) 328-0888
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 30, 1993
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
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Check the following box if a fee is being paid with the statement. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7. X
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Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 028882108 13D Page 2 of 5 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Kenneth S. Shifrin
2 Check the Appropriate Box if a Member of a Group* (a)
-------
(b)
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3 SEC USE ONLY
4 Source of Funds*
PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) -------
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 374,825
Shares
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting 9 Sole Dispositive Power
Person 374,825
With
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
374,825
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* -------
13 Percent of Class Represented by Amount in Row (11)
9.27
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
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ITEM 1. SECURITY AND THE ISSUER
Class of Securities: Common Stock, par value $.10 per share
Name and Address of Issuer: American Physicians Service Group, Inc.
1301 Capital of Texas Highway, Suite C-300
Austin, Texas 78746
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Kenneth S. Shifrin
(b) Business address: 1301 Capital of Texas Highway, Suite C-300
Austin, Texas 78746
(c) Principal occupation: President, Chief Executive Officer and
Chairman of the Board
American Physicians Service Group, Inc.
1301 Capital of Texas Highway, Suite C-300
Austin, Texas 78746
Chief Executive Officer and Chairman of
the Board
Prime Medical Services, Inc.
1301 Capital of Texas Highway, Suite C-300
Austin, Texas 78746
(d) Mr. Shifrin, during the last five years, has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Shifrin, during the last five years, has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was not or is not subject to a judgement,
decree or final order enjoining future violations of or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Citizenship: United States
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Page 4 of 5 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Mr.Shifrin is the beneficial owner of 374,825 shares of the common stock of
American Physicians Service Group, Inc. This total excludes 1,700 shares owned
by Mr. Shifrin's spouse in an IRA account. Of the total shares, (a) 49,825 were
purchased from time to time on the open market, with an aggregate of
$259,277 of personal funds, (b) 72,000 were purchased from the Company
through the exercise of stock options with $99,000 of personal funds, (c)
100,000 were received as stock grants under the Company's compensation plans
over a period of five years and (d)153,000 are purchasable upon the exercise of
stock options granted under the Company's Directors Stock Option Plan or
Employees Stock Option Plan.
ITEM 4. PURPOSE OF THE TRANSACTION.
The 121,825 shares purchased by Mr. Shifrin with personal funds were purchased
for investment purposes. The remaining 253,000 shares beneficially owned by Mr.
Shifrin were acquired as part of the compensation paid to him by the Company for
his services as President, Chief Executive Officer and Chairman of the Board
and are being held for investment purposes.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) Mr. Shifrin is the beneficial owner of 374,825 shares of common stock
of the Company or 9.27% of the total shares of common stock outstanding. Of the
374,825 shares, 153,000 are represented by exercisable stock options.
(b) Mr. Shifrin has sole voting and dispositive powers for all of the
shares.
(c) In the 60 days preceding this report, Mr. Shifrin has sold 10,800
shares of common stock of the Company at an average price of $9.68 per share and
has exercised options for 72,000 shares of common stock of the Company at an
exercise price of $1.38 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH REGARD TO THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 5 of 5 Pages
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Signature.
After reasonable inquiry and to the best of my knowledge and belief, I hereby
certify that the information set forth in this statement is true, complete and
correct.
Date: January 29, 1996
___________________________________
Kenneth S. Shifrin
