SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Exsorbet Industries, Inc.
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
30222 P 10 3
(CUSIP Number)
Timothy L. LaFrey
100 Congress Avenue, Suite 1100
Austin, Texas 78701 (512) 472-8355
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 30, 1996
(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 [ ].
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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1 Name of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
American Physicians Service Group, Inc.
IRS Identification Number: 751458323
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Texas
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Number of 7 Sole Voting Power
Shares o Purchased 1,200,000 shares of Common Stock
Beneficially o Unexercised warrant for 300,000 shares of Common Stock
Owned by o Unexercised contingent warrant for 400,000 shares of
Each Common Stock
Reporting o Unexercised options for 1,400,000 shares of Common Stock
Person
With
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8 Shared Voting Power
None
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9 Sole Dispositive Power
o Purchased 1,200,000 shares of Common
Stock o Unexercised warrant for 300,000
shares of Common Stock o Unexercised
contingent warrant for 400,000 shares of
Common Stock
o Unexercised options for 1,400,000 shares of Common
Stock
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10 Shared Dispositive Power
None
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
o 1,200,000 shares of Common Stock (owned)
o 300,000 shares of Common Stock (unexercised warrant)
o 400,000 shares of Common Stock (unexercised contingent
warrant)
o 1,400,000 shares of Common Stock (unexercised options)
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11) *
Purchased 1,200,000 shares of Common Stock 7.84%
Unexercised warrant for 300,000 shares of Common Stock 1.96%
Unexercised contingent warrant for 400,000 shares of Common
Stock 2.61%
Unexercised options for 1,400,000 shares of Common Stock 9.15%
* Based on 15,305,960 shares outstanding on September 30, 1996,
as represented by the issuer (assumes exercise of warrant and
contingent warrant)
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14 Type of Reporting Person (See Instructions)
CO
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Schedule 13D
Item 1. SECURITY AND ISSUER
This statement relates to the common stock, $.001 par value ("Common
Stock"), of Exsorbet Industries, Inc. ("Exsorbet"), the principal executive
offices of which are located at 4294 Lakeland Drive, Suite 200, Jackson,
Mississippi 39208.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed by the below named corporation:
(a) American Physicians Service Group, Inc. ("APS")
(b) Organized under the laws of the State of Texas.
(c) APS's principal business is the providing of management and
financial services and its principal office is 1301 Capital of Texas Highway,
Suite C-300, Austin, Texas 78746-6550.
(d) APS has not been convicted in a criminal proceeding during the
last five years.
(e) APS has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which proceeding was
a judgment, 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 during the last five years.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The securities purchased by APS and reported in this Schedule
were acquired utilizing the working capital of APS.
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Item 4. PURPOSE OF TRANSACTION
APS has acquired the shares of Common Stock for investment purposes.
APS is considering a variety of plans and proposals with respect to its
ownership of the shares of Common Stock described herein that may relate to or
may result in: (a) the acquisition of additional securities of Exsorbet, or the
disposition of securities of Exsorbet; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving Exsorbet
or one or more of its subsidiaries; (c) a sale or transfer of a material amount
of assets of Exsorbet or one or more of its subsidiaries; (d) a change in the
present Board of Directors or management of Exsorbet; (e) a material change in
the present capitalization or dividend policy of Exsorbet; (f) other material
changes in Exsorbet's business or corporate structure; (g) changes in Exsorbet's
charter, bylaws, or instruments corresponding thereto or other actions which may
impede the acquisition of control of Exsorbet by any other person; (h) causing a
class of securities of Exsorbet to be delisted from a National Securities
Exchange or to cease to the authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of Exsorbet becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) actions similar to any of those
enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate interest in securities of Exsorbet
beneficially owned by APS and the percentage which those shares are of the total
outstanding shares of Common Stock are as follows:
1,200,000 shares (owned) 7.84%
300,000 shares (unexercised warrant) 1.96%
400,000 shares (unexercised contingent warrant) 2.61%
1,400,000 shares (unexercised options) 9.15%
All of the foregoing stated percentages are based on 15,305,960 shares
outstanding on September 30, 1996, as represented by Exsorbet (assumes exercise
of warrant and contingent warrant).
(b) If the warrants and options are exercised, APS will have
the sole power to vote or direct to vote and the sole power to dispose or direct
the disposition of the shares of Common Stock listed in subpart (a) of this
Item.
(c) All the securities were collectively acquired pursuant to
a Stock Purchase Agreement dated September 30, 1996 between Exsorbet and APS, a
Warrant dated September 30, 1996 executed by Exsorbet in favor of APS and a
Contingent Warrant dated September 30, 1996 executed by Exsorbet in favor of
APS. Otherwise, there has been no transaction in the class of securities
reported herein that were effected during the past 60 days by APS.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
APS has the right, pursuant to a Stock Put Agreement dated September
30, 1996, to cause Exsorbet to repurchase the 1,200,000 shares initially
purchased by APS at any time prior to 60 days after September 30, 1996 for $2.75
per share (being the price paid by APS). APS has certain registration rights
with respect to its shares of Exsorbet described in this schedule pursuant to a
Shareholder Rights Agreement entered into on September 30, 1996. The Shareholder
Rights Agreement also gives APS the right to cause Exsorbet to nominate between
one and three designees of APS for election to Exsorbet's board of directors,
and certain shareholders of Exsorbet have agreed to vote their Exsorbet shares
in favor of such designees.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
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: October 9, 1996.
AMERICAN PHYSICIANS SERVICE GROUP, INC.
By: /s/ William H. Hayes
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William H. Hayes
Senior Vice President - Finance
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SCHEDULE A
ITEM 2.
(a) The following executive officers of APS hold the respective offices
shown below:
Name Office
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Kenneth S. Shifrin Chairman of the Board and Chief
Executive Officer
Duane K. Boyd Senior Vice President - Insurance
Services
William H. Hayes Senior Vice President - Finance and
Secretary
The following individuals serve as members of the Board of Directors of APS:
Richard J. Clark
Jack Murphy
Robert L. Myer
William A. Searles
Kenneth S. Shifrin
(b) The business address for each of the foregoing individuals (executive
officers and directors) is 1301 Capital of Texas Highway, Suite C-300, Austin,
Texas 78746-6550.
(c) Each of Mr. Shifrin's, Mr. Boyd's and Mr. Hayes' present principal
occupation is as an executive officer of APS. Mr. Myer's present principal
occupation is as an investor and owner of insurance-related businesses. Mr.
Searles' present principal occupation is as an investor and owner of a
full-service travel agency. Mr. Clark's present principal occupation is
as an employee of APS working in the marketing area of APS' insurance
operations. Mr. Murphy's present principal occupation is as an investor and
owner of ranching facilities.
(d) None of the foregoing individuals has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
(e) None of the foregoing individuals have been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction the result of which
proceeding was a judgment, 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 during the last five
years.
(f) Each of the individuals listed in this Item 2 is a citizen of the United
States of America.
ITEM 3. To APS' knowledge, Mr. Hayes, Mr. Shifrin and Mr. Boyd acquired their
respective securities in Exsorbet using their respective personal funds.
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ITEM 4. To APS' knowledge, Mr. Hayes, Mr. Shifrin and Mr. Boyd each
acquired their respective securities in Exsorbet as a passive investment.
ITEM 5. Mr. Hayes purchased 2,000 shares of Common Stock (0.01%), for a
purchase price $2.75 per share (less brokerage commission), on September
13, 1996, which purchase was affected through a brokerage transaction in
the open market. Mr. Hayes has the sole power to vote and direct the
disposition of such shares. Mr. Shifrin purchased a total of 40,000 shares of
Common Stock (0.27%), for a purchase price ranging from $2.25 per share (less
brokerage commission) to $2.81 per share (less brokerage commissions),
during the period from August 30, 1996 through October 7, 1996, which
purchases were affected through four separate brokerage transactions in
the open market. Mr. Shifrin has the sole power to vote and direct the
disposition of such shares. Mr. Boyd purchased a total of 40,000 shares of
Common Stock (.27%), for a purchase price ranging from $2.44 per share (less
brokerage commission) to $2.81 (less brokerage commissions) during the period
from August 39, 1996 through October 8, 1996, which purchases were affected
through five separate brokerage transaction in the open market. Mr. Boyd has
the sole power to vote and direct the disposition of such shares. Other than
as set forth in this Item 5, to APS' knowledge, there has been no transaction
in the class of securities reported herein that was affected during the past 60
days by either Mr. Hayes, Mr. Shifrin or Mr. Boyd.
The foregoing stated percentages are based on 14,605,960 shares
outstanding on September 30, 1996, as represented by Exsorbet.
ITEM 6. Not applicable.
