<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.______ )*
AMERICAN PHYSICIANS SERVICE GROUP, INC.
---------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
--------------------------------------
(Title of Class of Securities)
028882108
-------------
(CUSIP Number)
Check the following box if a fee is being paid with the statement . X
-----
(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.
*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).
<PAGE>
CUSIP No. 028882108 13D Page 2 of 4 Pages
-- --
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
APSG, Inc. 401(k) Profit Sharing Plan
IRS ID #22-2370029
2 Check the Appropriate Box if a Member of a Group* (a)
-----
N/A (b)
-----
3 SEC USE ONLY
4 Citizenship or Place of Organization
Lerisa Plan of Texas Organization
5 Sole Voting Power
Number of 211,682
Shares
Beneficially 6 Shared Voting Power
Owned By 211,682
Each
Reporting 7 Sole Dispositive Power
Person
With
8 Shared Dispositive Power
9 Aggregate Amount Beneficially Owned by Each Reporting
Person
211,682
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* -----
N/A
11 Percent of Class Represented by Amount in Row (9)
5.33%
12 Type of Reporting Person*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 4 Pages
-- --
Item 1.(a) Name of Issuer: AMERICAN PHYSICIANS SERVICE GROUP, INC.
(b) Address of Issuer: 1301 Capital of Texas Highway, Suite C-300
Austin, Texas 78746
Item 2.(a) Name of Person Filing: APSG, Inc. 401(k) Profit Sharing Plan
(b) Address: 1301 Capital of Texas Highway, Suite C-300
Austin, Texas 78746
(c) Citizenship: ERISA Plan of Texas Corporation
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 028882108
Item 3. This statement is filed pursuant to Rule 13d-1 (b), or 13d-2 (b) and the
person filing is an employee benefit plan, pension fund which is subject
to the provisions of the Employee Retirement Income Security Act of 1974
or endowment fund; see 240.13d-1(b)(1)(ii)(F).
Item 4. OWNERSHIP.
(a) 211,682
(b) 5.33
(c) Number of shares as to which such person has:
(i) 211,682
(ii) None.
(iii) 211,682
(iv) None.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
N/A
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
Item 9. NOTICE OF DISSOLUTION OF THE GROUP.
N/A
<PAGE>
Page 4 of 4 Pages
-- --
Item 10. CERTIFICATION.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
________________________
Date
________________________
Signature
________________________
Name/Title
