UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Prime Medical Services, Inc.
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
74156C 10 0
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(CUSIP Number)
William H. Hayes
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 6, 1999
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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 ss.ss.240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box .
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.
See ss.240.13d-7 for other parties to whom copies are to be sent.
*The reminder 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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Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
SEC 1746 (2-98)
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CUSIP No. 74156C 10 0
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
American Physicians Service Group, Inc.
Employer Identification No. 75-1458323
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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 Shares
Bene-ficially 7. Sole Voting Power 2,464,803
Owned by Each
Reporting Person
With
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8. Shared Voting Power
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9. Sole Dispositive Power 2,464,803
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,464,803
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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) 14.3%
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14. Type of Reporting Person (See Instructions)
CO
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AMENDMENT No. 2 to SCHEDULE 13D
This Amendment No. 2 to Schedule 13D is being filed on behalf of
American Physicians Service Group, Inc., a Texas corporation ("APS") as an
amendment to the initial statement on Schedule 13D, relating to shares of the
common stock, par value $0.01 per share ("Common Stock") of Prime Medical
Services, Inc. (the "Company") as filed with the Securities and Exchange
Commission (the "Commission") on October 20, 1989, as amended by Schedule 13D
filed with the Commission on July 29, 1993. In accordance with Rule 13d-2(e) of
Regulation 13D the entire text of the Schedule 13D, as amended, is set forth
below:
Item 1. Security and Issuer
Item 1 is hereby amended in its entirety as follows:
This statement relates to the common stock, $.01 par value (the "Common
Stock"), of Prime Medical Services, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are 1301 Capital of
Texas Highway, Austin, Texas 78746.
Item 2. Identity and Background
(a)......This statement is filed by American Physicians Service Group,
inc., a Texas corporation ("APS").
(b)......The address of the principal business and the principal
office of APS is 1301 Capital of Texas Highway, Austin, Texas 78746.
(c)......APS, through its subsidiaries, primarily provides financial
services that include management of a medical malpractice insurance company and
brokerage and investment services to individuals and institutions and also
provides information services that include computer systems and software sales
to medical clinics and medical schools and publication of Spanish-language
yellow page directories of Texas businesses for major markets in Mexico.
APS, through its wholly-owned subsidiaries, provides non-medical
management services to lithotripsy, diagnostic imaging and cardiac
rehabilitation centers. (See amended Exhibit A for information regarding the
officers and directors of APS).
(d) Neither APS nor any of the persons listed on Exhibit A
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) during the last five years.
(e) During the last five years, neither APS nor any of the
persons listed on Exhibit A has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to 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.
(f) Each person listed on Exhibit A is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
APS purchased 3,539,503 shares (the "Shares") of the Common Stock of
the Company in a private transaction for an aggregate cash price of
$4,955,304.20, or $1.40 per share, subject to future adjustments based on the
outcome of certain litigation described in the Stock Purchase Agreement
(hereinafter defined). The source of the funds required to purchase the Shares
was existing working capital of APS. See Exhibit A for the source of funds or
other consideration of the officers and directors of APS.
Item 4. Purpose of Transaction
Item 4 is hereby amended in its entirety as follows:
(a)......APS purchased the Shares pursuant to that certain Stock
Purchase Agreement (the "Stock Purchase Agreement") dated as of October 11,
1989, between APS, as buyer, and Texas American Energy Corporation, a Delaware
corporation ("TAE"), as seller, with the purpose of acquiring, as an investment,
a significant ownership position in the Company. Consistent with such purpose,
APS may, subject to the factors stated in the following paragraph, continue to
buy additional shares of Common Stock from time to time in brokerage
transactions on the open market, or in privately negotiated transactions, or
otherwise, if appropriate opportunities to do so are available, on such terms
and at such times as APS considers desirable.
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APS intends to review continuously its position in the Company, and
may, depending upon its evaluation of the Company's business and prospects and
upon future developments, determine to increase or decrease or dispose of its
ownership of Common Stock of the Company. In making any such determination, APS
also intends to take into consideration other business opportunities available
to it, developments with respect to its own business, general economic
conditions, stock market conditions, and APS's ability to obtain necessary bank
or other financing on terms satisfactory to APS.
APS entered into a Stock Option Agreement, dated June 23, 1992 (the
"First Agreement"), with the Alabama Renal Stone Institute, Inc. ("ARSI").
Pursuant to the terms of the First Agreement, the assigns of ARSI exercised
their option on January 27, 1993 to purchase an aggregate of 237,500 shares of
Common Stock of the Company from APS for an aggregate exercise price of
$296,875, which exercise price was paid by delivery of a certain promissory note
issued by a subsidiary of the Company in the principal amount of $296,875. The
stock certificates representing such shares were transferred from APS to the
assigns of ARSI on July 2, 1993.
On April 6, 1999, APS 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 APS will exchange 599,700 shares of Common Stock of the Company held by
APS for a total of 1,199,400 shares of the $0.10 par value common stock of APS
held by Whitman, TAVF and TAP. On the effective date of the exchange, the
closing trade price of the common stock of APS and the Company as reported by
the National Association of Securities Dealers, Inc. Automated Quotation System
was $3-1/8 and $7-3/16, respectively. The transaction was effected by transfer
on the records of the Depository Trust Company.
(b)......Not applicable.
(c)......Not applicable.
(d)......APS has, as a result of the purchase of the Shares, acquired
control of the Company and, as discussed below, obtained representation on the
Company's Board of Directors. In addition, APS reserves the right, although it
has no current plans, to take any actions which it deems appropriate to maximize
the value of the Common Stock of the Company, including the various actions
referred to in the text of Item 4 of Schedule 13D.
Pursuant to that certain Agreement (the "Agreement") dated as of
October 11, 1989, by and among APS, the Company, TAE, and Shamrock, (i) the
Company approved the acquisition of the Shares by APS, (ii) Paul O. Koether,
David B. Blanchard, M. Michael Witte, and Lloyd H. Klatzkin resigned as members
of the Board of Directors of the Company effective as of October 11, 1989, and
(iii) Jack R. Chandler, M.D., Jackie C. Majors, William Searles and Kenneth S.
Shifrin, all of whom are directors of APS, were elected to the Board of
Directors of the Company. In addition, the following individuals, each of whom
is an officer or director of APS, were elected to serve as officers of the
Company: Kenneth S. Shifrin as Chairman, Jackie C. Majors as President and Chief
Executive Officer, and William H. Hayes as Chief Financial Officer.
(e)......Not applicable.
(f)......Not applicable.
(g)......Not applicable.
(h)......Not applicable.
(i)......Not applicable.
(j)......Not applicable.
The foregoing summary of the Stock Purchase Agreement and the Agreement
is qualified in its entirety by the full text of these agreements which are
attached hereto as exhibits and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended in its entirety as follows:
(a)......APS is the beneficial owner of 2,464,803 shares of
Common Stock, which constitutes approximately 14.3% of the issued and
outstanding shares of Common Stock. See Exhibit A for shares of the
Company beneficially owned by the officers and directors of APS.
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(b)......APS has both the power to vote or direct the vote of, and the
power to dispose of or direct the disposition of, all of the shares of Common
Stock beneficially owned by it. Each of the officers and directors of APS listed
on Exhibit A has both the power to vote or direct the vote of, and the power to
dispose of or direct the disposition of, all of the shares of Common Stock
beneficially owned.
(c)......During the past 60 days, APS effected the last transaction
described in Paragraph (a) of Item 4 above.
(d)......Not applicable.
(e)......Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 is hereby partially amended by adding the final two paragraphs
at the end thereof:
Pursuant to that certain Standstill Agreement (the "Standstill
Agreement") dated as of October 11, 1989, among APS, TAE, Shamrock, and Paul O.
Koether, an individual residing in New Jersey ("Koether"), TAE, Shamrock and
Koether agreed not to acquire any additional shares of capital stock of APS or
the Company and not to attempt any takeover of APS or the Company including,
without limitation, soliciting proxies for the election of directors or
otherwise seeking to control the Board of Directors of APS or the Company, until
after October 1, 1999.
The foregoing summary of the Standstill Agreement is qualified in its
entirety by the full text of this agreement which is attached hereto as an
exhibit and incorporated herein by reference.
APS has entered into a Stock Option Agreement, dated June 23, 1992 (the
"Second Agreement"), with the Alabama Renal Stone Institute, Inc. ("ARSI"). The
Agreement provides that ARSI or its assigns may purchase an aggregate of 237,500
shares of Common Stock of the Company from APS for an aggregate purchase price
of $296,875, which price may be paid in cash or by delivery of a certain
promissory note issued by a subsidiary of the Company in the principal amount of
$296,875 due on January 31, 1994. The option is exercisable by ARSI or its
assigns from November 1, 1992 to April 30, 1995, unless the Second Agreement is
terminated earlier by its terms. If the option is not previously exercised, APS
has the right to put the shares of Common Stock subject to the option to ARSI
for the exercise price and consideration described above.
Certain officers and/or directors of APS hold options to purchase
Common Stock of the Company, as summarized on Exhibit A.
On April 6, 1999, APS 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 APS will exchange 599,700 shares of Common Stock of the Company held by
APS for a total of 1,199,400 shares of the $0.10 par value common stock of APS
held by Whitman, TAVF and TAP. On the effective date of the exchange, the
closing trade price of the common stock of APS and the Company as reported by
the National Association of Securities Dealers, Inc. Automated Quotation System
was $3-1/8 and $7-3/16, respectively. The transaction was effected by transfer
on the records of the Depository Trust Company.
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Item 7. Material to Be Filed as Exhibits
This Item hereby is supplemented by amending Exhibit A in its entirety
and adding Exhibit F thereto:
Exhibit A - Description of Executive Officers and Directors of
American Physicians Service Group, Inc., (filed herewith).
Exhibit B - Stock Purchase Agreement dated October 11, 1989, by and
between American Physicians Service Group, Inc., as Buyer,
and Texas American Energy Corporation, as Seller.*
Exhibit C - Agreement dated as of October 11, 1989, by and among American
Physicians Service Group, Inc., Prime Medical Services, Inc.,
Texas American Energy Corporation, and Shamrock Associates.*
Exhibit D - Standstill Agreement dated as of October 11, 1989, among
American Physicians Service Group, Inc., Texas American
Energy Corporation, Shamrock Associates, and Paul O. Koether.*
Exhibit E - Stock Option Agreement, dated June 23, 1992, between ARSI and
APS. +
Exhibit F - Agreement, dated April 6, 1999 between APS, Whitman, TAVF and
TAP.
* Filed as an exhibit to the Current Report on Form 8-K dated October 20, 1989,
of American Physicians Service Group, Inc., Commission File No. 0-11453, and
incorporated herein by reference.
+ Filed as an exhibit to the Schedule 13D dated July 29, 1993, 1989, of American
Physicians Service Group, Inc., and incorporated herein by reference.
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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.
May 18, 1999
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Date
/s/ William H. Hayes
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Signature
William H. Hayes, Sr. VP-Finance
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Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
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EXHIBIT A
AMERICAN PHYSICIANS SERVICE GROUP, INC.
EXECUTIVE OFFICERS AND DIRECTORS
Name and Address: Position:
Kenneth S. Shifrin Chairman of the Board of Directors
1301 S. Capital of Texas Highway and Chief Executive Officer of
Suite C-300 American Physicians Service Group, Inc
Austin, Texas 78746
William A. Searles Director of American Physicians
179 Hartshorne Road Service Group, Inc., and private
Locust, New Jersey 07760 business consultant.
Robert L. Myer Director of American Physicians
3755 Capital of Texas Highway South Service Group, Inc., and insurance
Suite 148 consultant to Americo Life.
Austin, Texas 78704
Duane K. Boyd, Jr. Senior Vice President of American
1301 S. Capital of Texas Highway Physicians Service Group, Inc.
Suite C-300
Austin, Texas 78746
William H. Hayes Senior Vice President of American
1301 S. Capital of Texas Highway Physicians Service Group, Inc.
Suite C-300
Austin, Texas 78746
George S. Conwill Vice President of American
1301 S. Capital of Texas Highway Physicians Service Group, Inc.
Suite C-300
Austin, Texas 78746
Thomas R. Solimine Controller of American Physicians
1301 Capital of Texas Highway Service Group, Inc.
Suite C-300
Austin, Texas 78746
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Ownership of Prime Shares:
Name: # of Shares: Amount: Source of Funds:
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Kenneth S. Shifrin 115,900 * personal earnings
William A. Searles 100 * personal earnings
Robert L. Myer 10,000 * personal earnings
Duane K. Boyd, Jr. 10,000 * personal earnings
William H. Hayes 7,000 * personal earnings
George S. Conwill 800 * personal earnings
Options to Purchase Prime Shares:
Name: # of Options: Option Price: Expiration Date:
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Kenneth S. Shifrin 515,000 $0.25 - $16.125 varies through 2003
William A. Searles 205,000 $0.56 - $13.625 varies through 2003
All directors and executive officers of American Physicians Service Group, Inc.,
are citizens of the United States of America, and, in the last five years, none
have been convicted in a criminal proceeding or of any violation of any state or
federal securities laws.
* Shares were acquired periodically over time for varying prices.
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EXHIBIT F
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. Unless otherwise
instructed by you, we will allocate the PMSI
<PAGE>
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
----------------------
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
