SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
April 19,1999
Date of earliest event
reported:
April 6, 1999
American Physicians Service Group, Inc.
(Exact name of registrant as specified in its charter)
Texas 0-11453 75-1458323
(State of (Commission File Number) IRS Employer
Incorporation) Identification No.
1301 Capitol of Texas Highway
Suite C-300
Austin, Texas 78746
(Address of principal executive offices) (Zip Code)
(512) 328-0888
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On April 6, 1999, American Physicians Service Group, Inc., (the
"Company"), entered into an agreement with three of its shareholders, M.J.
Whitman Advisers, Inc. ("Whitman"), Third Avenue Value Fund ("TAVF"), and Third
Avenue Value Portfolio of the WRL Series Fund ("TAP"), whereby the Company will
exchange 599,700 shares of the $0.01 par value common stock of Prime Medical
Services, Inc., ("Prime Medical"), held by the Company for a total of 1,199,400
shares of the $0.10 par value common stock of the Company held by Whitman, TAVF
and TAP. The shares acquired by the Company in the exchange will be held as
treasury shares. The common stock of Prime Medical is traded on the NASDAQ
National Market under the symbol "PMSI." On the effective date of the agreement
the closing trade price of the common stock of the Company and Prime Medical as
reported by the National Association of Securities Dealers, Inc.
Automated Quotation System was $3-1/8 and $7-3/16, respectively.
The foregoing summary of the terms of the Letter Agreement is qualified
in its entirety by the terms and provisions contained in the Letter Agreement,
which is filed as an exhibit to this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
2.1 Agreement dated April 6, 1999, between American
Physicians Service Group, Inc., M.J. Whitman
Advisers, Inc., Third Avenue Value Fund and Third
Avenue Value Portfolio of the WRL Series Fund.
2.2 Press Release dated April 19, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
American Physicians Service Group, Inc.
Date: April 19, 1999 By: /s/ William H. Hayes
Name: William H. Hayes
Title: Chief Financial Officer
[APS LETTERHEAD]
April 6, 1999
VIA TELECOPY (212) 888-6757
M. J. Whitman Advisers, Inc. and
EQSF Advisers, Inc.
767 Third Avenue
New York, NY 10017-2023
Attn: Ian M. Kirschner, General Counsel and Secretary
Re: Exchange of Common Stock of American Physicians Service Group, Inc.
("APS") for Common Stock of Prime Medical Services, Inc. ("PMSI")
Dear Mr. Kirschner:
This letter agreement upon your execution hereof below, will evidence
the binding agreement between each of M. J. Whitman Advisers, Inc. ("Whitman"),
Third Avenue Value Fund ("TAVF") and the Third Avenue Value Portfolio of the WRL
Series Fund ("TAP"), and APS for Whitman, TAVF and TAP to exchange an aggregate
of 1,199,400 shares of the $0.10 par value common stock of APS owned by TAVF,
TAP and Whitman (being 1,109,900 shares owned by TAVF, 46,000 shares owned by
TAP and 43,500 shares owned by Whitman) for a total of 599,700 shares of the
$0.01 par value common stock of PMSI owned by APS. The exchange will be
effective as of April 1, 1999.
APS hereby represents and warrants to each of TAVF, TAP and Whitman
that the PMSI shares to be received from APS as described above have been
registered with the SEC under a Form S-3 Registration Statement (No. 333-47621),
which Registration Statement is currently effective. A Prospectus with respect
to such Registration Statement has previously been delivered to you.
If you are in agreement with the foregoing, please execute this letter
agreement in the spaces provided below and fax a signed copy back to the
undersigned at (512) 314-4398, whereupon this will become a binding agreement
among us.
Then, please forward instructions to your broker(s) to transfer the
TAVF, TAP and Whitman APS shares into certificates issued in the name of APS and
deliver the certificates to the undersigned, whereupon we will forward you
certificates for the appropriate number of PMSI shares.
<PAGE>
M. J. Whitman Advisers, Inc. and
EQSF Advisers, Inc.
April 15, 1999
Page 2
Unless otherwise instructed by you, we will allocate the PMSI shares to
Whitman, TAVF and TAP ratably in accordance with their respective ownership of
the APS shares we are receiving.
Thank you for your assistance in this regard. If you have any questions
please do not hesitate to call me.
Very truly yours,
/s/ William H. Hayes
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William H. Hayes, Chief Financial Officer
ACCEPTED AND AGREED TO:
THIRD AVENUE TRUST ON BEHALF OF
THE THIRD AVENUE VALUE
FUND SERIES M.J. WHITMAN ADVISERS, INC.
By: /s/ Martin J. Whitman By: /s/ Martin J. Whitman
Printed Name: Martin J. Whitman Printed Name: Martin J. Whitman
Title: Chairman of the Board Title: Chairman of the Board
THIRD AVENUE VALUE PORTFOLIO
OF THE WRL SERIES FUND
By: EQSF Advisers, Inc.
By: /s/ Martin J. Whitman
Printed Name: Martin J. Whitman
Title: Chairman of the Board
