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 ss. 240.14a-11(C) or ss. 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| No Fee Required
|_| $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>
AMERICAN PHYSICIANS SERVICE GROUP, INC.
1301 Capital of Texas Highway
Austin, Texas 78746
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 19, 1997
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 19, 1997 at 8:00 a.m., Austin,
Texas time, for the following purposes:
(a) To elect five directors to serve on the Board of Directors;
(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 May 2, 1997,
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, VP and Secretary
Austin, Texas
May 6, 1997
<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 19, 1997
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 19, 1997 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 engage the service of others to solicit proxies in
person or by telephone or telecopy. In addition, 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 and the enclosed form of proxy were first mailed
to shareholders on or about May 6, 1997.
ANNUAL REPORT
Enclosed is an Annual Report to Shareholders for the year ended
December 31, 1996, 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 on each matter properly brought before the meeting. Only
shareholders of record at the close of business on May 2, 1997 are entitled to
notice of, and to vote at, the Annual Meeting of Shareholders and any
adjournment(s) thereof. At May 2, 1997, the Company had outstanding and entitled
to vote 4,019,695 shares of Common Stock.
1
<PAGE>
The following table sets forth certain information as of May 2, 1997
regarding the amount and nature of the beneficial ownership of Common Stock by
(a) each person who is known by the Company to be the beneficial owner of more
than five percent of the outstanding shares of Common Stock, (b) each director
and nominee for director of the Company, (c) each executive officer of the
Company named in the Summary Compensation Table below, and (d) all officers and
directors of the Company as a group:
Amount and Nature Percent
Name and Address of of Beneficial of
Beneficial Owner Ownership(1)(2) Class
Kenneth S. Shifrin........................ 412,157 9.9
1301 Capital of Texas Highway
Austin, Texas 78746
Dimensional Fund Advisors, Inc (4)........ 232,500 5.8
1299 Ocean Ave., 11th Floor
Santa Monica, California 90401
Franklin Resources, Inc .................. 238,800 5.9
777 Mariners Island Blvd.
San Mateo, California 94403
Kennedy Capital Management, Inc........... 298,000 7.4
10829 Olive Blvd.
St. Louis, Missouri 63141
Duane K. Boyd............................. 86,133 2.1
Richard J. Clark.......................... 103,362 2.6
W. H. Hayes............................... 91,665 2.2
Jack Murphy............................... 45,100 1.1
Robert L. Myer............................ 10,000 .2
William A. Searles........................ 10,000 .2
All officers and directors as
a group (9 persons)(2)(3)................ 780,082 18.0
- --------------
(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
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60 days after May 2, 1997: Mr. Shifrin, 133,332; Mr. Clark,
24,999; Mr. Hayes, 66,665; Mr. Murphy, 40,000; Mr. Myer, 10,000;
Mr. Searles, 10,000. The number of shares beneficially owned by
all directors and officers as a group, including the above-named
directors, includes 314,994 shares subject to options that are
presently exercisable or exercisable within 60 days after May 2,
1997.
(3) Includes the president and chairman of the board, if any, of each
of the Company's subsidiaries.
(4) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of
232,500 shares of American Physicians Service Group, Inc. stock
as of December 31, 1996, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, or in 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 all such shares.
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 $100,000 in salary and bonuses
during 1996.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
----------------------------------------- ----------------------
Awards
-------------------
Other Annual Securities All Other
Compensation Underlying Compensation
Name and Principal Position Fiscal Year Salary ($) Bonus ($)(1) ($) Options (#) ($)(2)
- ----------------------------- -------------- ----------- ---------- ----------- ---------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth S. Shifrin, CEO 1996 112,500 240,000 -- 50,000 4,527
1995 112,500 44,800 -- 25,000 3,145
1994 112,500 41,700 -- -- 3,049
Duane K. Boyd, Senior VP 1996 150,000 96,560 -- 25,000 4,536
1995 150,000 121,000 -- -- 3,154
1994 150,000 57,000 -- -- 3,080
William H. Hayes, Senior VP 1996 86,160 104,782 -- 25,000 4,536
1995 87,620 19,300 -- 25,000 3,154
1994 83,160 17,900 -- 25,000 3,042
</TABLE>
(1) Reflects bonus paid during the fiscal year.
(2) Consists of Company contributions to the Company's 401(k) plan.
3
<PAGE>
Options Granted During Last Fiscal Year
- ---------------------------------------
The following table provides information related to options granted to the
named executive officers during 1996. The Company does not have any outstanding
stock appreciation rights.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year Potential realizable
Individual Grants value (2) at assumed
annual rates of stock
Number of securities Percent of total options Exercise price appreciation
underlying Options granted to employees Price Expiration for option term
Name granted (#) (1) in fiscal year ($/Sh) Date 5%($) (2) 10%($) (2)
- -------------- -------------------- ------------------------- --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Kenneth S. Shifrin 50,000 20% $10.50 06/13/01 145,000 320,000
Chairman and CEO
Duane K. Boyd, Jr. 25,000 8% $10.50 06/13/01 72,500 160,250
Senior VP
William H. Hayes 25,000 8% $ 8.68 04/26/01 60,000 132,500
Senior VP
</TABLE>
(1) These options were granted at fair market value at the time of
grant and vest in three equal annual installments beginning one
year after grant.
(2) The potential realizable value of the options, if any, granted in
1996 to each of these executive officers was calculated by
multiplying those options by the excess of (a) the assumed market
value, five years from grant date of Common Stock if the market
value of Common Stock were to increase 5% or 10% in each year of
the option's 5-year term over (b) the exercise price shown. This
calculation does not take into account any taxes or other expenses
which might be owed. The 5% and 10% appreciation rates are set
forth in the Securities and Exchange Commission rules and no
representation is, of course, made that the Common Stock will
appreciate at these assumed rates or at all.
Option Exercises During 1996 and Option Values at December 31, 1996
The following table provides information related to options exercised by
the named executive officers during 1996 and the number and value of
options held at December 31, 1996. The Company does not have any
outstanding stock appreciation rights.
4
<PAGE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Year End at Fiscal Year End (1)
----------------------------- ---------------------------
Shares Acquired Value Exercisable Unexercisable Exercisable Unexercisable
Name on Exercise (#) Realized ($) (#) (#) ($) ($)
- ----------------------------- ------------- ------------- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth S. Shifrin, CEO 125,000 718,875 108,333 66,667 539,582 54,168
Duane K. Boyd, Senior VP 160,000 993,750 -- 25,000 -- --
William H. Hayes, Senior VP -- -- 49,999 50,001 198,537 89,588
- ---------------------------
</TABLE>
(1) The Value of Unexercised In-the-Money Options is before any income
taxes and 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, 1996 ($6.50) and multiplying the
difference times the number of shares of Common Stock underlying
the option.
Compensation of Directors
Messrs. Murphy and Searles receive a fee of $1,000 for each meeting of the
Board of Directors that they attend. Mr. Myer has requested that the Company
make a $1,000 charitable contribution in lieu of a fee to him. Messrs. Clark,
and Shifrin do not receive separate compensation for their services as
directors.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Company is engaged in several highly competitive industries. In order
to succeed, the Company believes that it must be able to attract and retain
qualified executives. The achieve this objective, the Company has structured an
executive compensation system tied to operating performance that the Company
believes has enabled it to attract and retain key executives.
The Compensation and Option Committee was formed in December 1987. During
1996, the Committee was comprised of Robert L. Myer and William A. Searles, both
of whom are outsidedirectors. Mr. Searles is a director of Prime Medical
Services, Inc. ("Prime").
During 1996, the Compensation and Option Committee had primary
responsibility for determining executive compensation levels. The Board as a
whole maintains a philosophy that compensation of executive officers,
specifically including that of the Chief Executive Officer, should be linked to
both operating and stock price performance. A portion of the management
compensation has been comprised of bonuses, based on operating and stock price
performance, with a particular emphasis on the attainment of planned objectives.
Accordingly, in years in which performance goals are achieved or exceeded,
executive compensation tends to be higher than in years in which performance is
below expectations. Stock options are granted from time to time to members of
management, based primarily
5
<PAGE>
on such person's potential contribution to the Company's growth and
profitability. The Committee feels that options are an effective incentive for
managers to create value for stockholders since the value of an option bears a
direct relationship to the Company's stock price.
For 1996, the Company's executive compensation program consisted of base
salary and a bonus based upon the achievement of specific performance
measurements. Executives of subsidiaries of the Company were paid a bonus based
upon achieving a targeted pretax income. The Chief Executive Officer was paid a
bonus in 1997 based upon the improvement in 1996 pretax income over 1995 pretax
income.
The Company's objective is to obtain a financial performance that achieves
several goals over time, including earnings-per-share growth, stock price growth
and a proper diversification of business risks. The Committee believes that
compensation levels during 1996 adequately reflect the Company's compensation
goals and policies.
Compensation Committee: Robert L. Myer and
William A. Searles
6
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total stockholder
return with the total stockholder returns of all NASDAQ stocks (the "NASDAQ
Total") and of all stocks (the "Peer Index") contained in the following four
NASDAQ indexes (with each index being given equal weight): Computer and Data
Processing, Financial, Health Services and Insurance.
For EDGAR purposes the following table is a numerical representation of the
Performance Graph mentioned above.
NASDAQ PEER INDEX APS GROUP
-------- ---------- ---------
12/31/91 100.00 100.00 100.00
12/31/92 116.38 115.94 150.00
12/31/93 133.59 128.46 133.33
12/31/94 130.59 138.95 158.33
12/31/95 184.67 197.06 641.67
12/31/96 227.16 229.69 433.33
7
<PAGE>
CERTAIN TRANSACTIONS
Until October 1994, the Company retained Mr. Richard J. Clark, a director
of the Company, to provide consulting services to the Company as an independent
contractor. During the year ended December 31, 1994, Mr. Clark was paid
approximately $63,000 for such services. Mr. Clark was employed by the Company
in October 1994, terminating the consulting agreement.
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 review of the copies of such forms received by the Company
with respect to 1996, or written representations from certain reporting persons,
the Company believes that all filing requirements applicable to its directors
and officers and persons who own more than 10% of a registered class of the
Company's equity securities have been complied with, except that during 1996 one
report on Form 4 was filed late by each of Jack Murphy and William A. Searles.
Mr. Murphy and Mr. Searles are directors of the Company.
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 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 May 2, 1997.
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 1998. Such shareholder must deliver the
proposal to the executive offices of the Company no later than January 15, 1998,
unless the Company notifies the shareholders otherwise. Only those proposals
that are proper
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<PAGE>
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 1998 that are submitted in writing by any
shareholder of the Company prior to January 15, 1998. 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, (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.
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 Board of Directors held ten meetings during
the year ended December 31, 1996, 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.
Director of
Name Age Company Since
Richard J. Clark 63 1990
Jack Murphy 68 1974
Robert L. Myer 48 1996
William A. Searles 54 1989
Kenneth S. Shifrin 48 1987
9
<PAGE>
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.
Mr. Clark 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. Myer has been a director since June 1996. He is currently President
and Chief Executive Officer of College Insurance Group, Inc., an insurance
holding company which owns 100% of Annuity Service Corp. and Financial Assurance
Life Insurance Company. Annuity Service Corp. manages and administers qualified
plan annuity and life insurance business for several insurance companies.
Financial Assurance Life is a provider of annuity and life products.
Mr. Myer had previously founded and was President and Chief Executive Officer of
the NAP Group of Companies. The NAP Group of Companies marketed and
administered tax-deferred annuity and life insurance programs.
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 Prime Medical
Services, Inc.
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 recommends a vote FOR each nominee for director.
CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS
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
10
<PAGE>
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.
The Board of Directors has a standing audit committee which, during 1996,
consisted of two directors, Mr. Murphy and Mr. Myer. The audit committee held
two meetings during the year ended December 31, 1996, 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 Board has a standing compensation and option committee
which, in 1996, consisted of two directors, Mr. Myer and Mr. Searles. The
compensation and option committee held three meetings during the year ended
December 31, 1996. The compensation and option committee has primary
responsibility for determining executive compensation and for recommending
option grants to key employees and to directors who are not on the compensation
committee.
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, 1996. 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, 1996.
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 1997.
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.
11
<PAGE>
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 6, 1997
12
<PAGE>
PROXY
AMERICAN PHYSICIANS SERVICE GROUP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 19, 1997
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 19, 1997, and the Proxy Statement in connection therewith, each
dated May 5, 1997, (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 May 2, 1997, at such annual meeting and at any
adjournment(s) thereof and (d) revokes any proxies heretofore given.
(Continued and to be signed on reversed side.)
<PAGE>
Please date, sign and mail your proxy card back as soon as possible!
Annual Meeting of Shareholders
AMERICAN PHYSICIANS SERVICE GROUP, INC.
June 19, 1997
Please Detach and Mailin the Envelope Provided
- --------------------------------------------------------------------------------
A Please mark your
votes as in this
example.
FOR WITHHELD
1 Election of 1. Nominees: Richard J. Clark
Directors Jack Murphy
(see reverse) Robert L. Myer
---- ------ William A. Searles
Kenneth S. Shifrin
For, except vote withheld
from The following nominee(s):
- -----------------------------
2 In their discretion
the Proxies are
authorized to vote
upon such other
business as may
properly come before
the meeting or any
adjournemnt(s)thereof
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, FOR THE STOCK OPTION PROPOSALS AND, IN THE DISCRETION OF
THE PROXIES, ON ANY OTHER BUSINESS.
PLEASE COMPLETE,DATE, SIGN AND RETURN THIS PROXY PROMPTLY.
(Change of Address)
-------------------------- Mark here for change
of address and note
-------------------------- at left
--------------------------
SIGNATURE(S)_________________________ DATE _________________
SIGNATURE(S)_________________________ DATE _________________
