-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UN2QqsBLTw0Lb6lhiFpgW2zHg6vobfcbX3j4Rm5RSmAUHrx7M2uTxLu9iFimENIB iliNYfN3N0ukpPcityAF8w== 0000724024-02-000006.txt : 20020415 0000724024-02-000006.hdr.sgml : 20020415 ACCESSION NUMBER: 0000724024-02-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020307 GROUP MEMBERS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIME MEDICAL SERVICES INC /TX/ CENTRAL INDEX KEY: 0000895810 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 742652727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46254 FILM NUMBER: 02569258 BUSINESS ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HWY STREET 2: SUITE C-300 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123282892 FORMER COMPANY: FORMER CONFORMED NAME: NEW PMSI INC DATE OF NAME CHANGE: 19930112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PHYSICIANS SERVICE GROUP INC CENTRAL INDEX KEY: 0000724024 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 751458323 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HWY STREET 2: C-300 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123280888 MAIL ADDRESS: STREET 1: 1301 CAPITAL OF TEXAS HIGHWAY CITY: AUTIN STATE: TX ZIP: 78746 SC 13D/A 1 mar13d.txt SALE OF 500,000 SHARES PMSI UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Prime Medical Services, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 74156C 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) William H. Hayes 1301 Capital of Texas Highway Suite C-300 Austin, Texas 78746 - -------------------------------------------------------------------------------- (512) 328-0888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 25, 2002 - -------------------------------------------------------------------------------- (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 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 240.13d-7 for other parties to whom copies are to be sent. *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). 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) CUSIP No. 74156C 10 0 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 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Texas - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - ------------------- ------------------------------------------------------------ Number of Shares 7. Sole Voting Power 1,843,803 Beneficially ------------------------------------------------------------ Owned by Each 8. Shared Voting Power Reporting Person ------------------------------------------------------------ With 9. Sole Dispositive Power 1,843,803 ------------------------------------------------------------ 10. Shared Dispositive Power - ------------------- ------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,843,803 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 11.8% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO AMENDMENT No. 3 to SCHEDULE 13D This Amendment No. 3 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 Amendment No. 1 filed with the Commission on July 29, 1993, and Amendment No. 2 filed with the Commission on May 19, 1999). Unless otherwise indicated, all defined terms used herein shall have the meaning ascribed to them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND The indicated provisions of Item 2 are amended as follows: (b)......The address of the principal business and the principal office of APS is 1301 Capital of Texas Highway, Suite C-300, Austin, Texas 78746. (c)......APS, through its subsidiaries, primarily provides financial services that include management services to medical malpractice insurance companies, and brokerage and investment services to individuals and institutions and environmental consulting and engineering services. ITEM 4. PURPOSE OF TRANSACTION Section (a) of Item 4 is hereby amended by adding the following to the end thereof: In April 1999, APS sold 121,000 shares of Common Stock to the Company in exchange for shares of APS. The disposition reduced APS's beneficial ownership of the Company's Common Stock to 2,343,803 shares. The transaction was conducted in the ordinary course of APS's business and investment activities. On February 25, 2002, pursuant to an unsolicited offer, APS sold 500,000 shares of Common Stock of the Company through SWS Securities, a registered broker/dealer. The shares were sold at $6.50 per share with gross proceeds to the Company totaling $3,250,000. A substantial portion of the proceeds from the disposition was used to pay off the Company's outstanding debt. The remaining proceeds will be used for general corporate purposes. APS's February 25, 2002 sale of Common Stock was an isolated disposition and was not pursuant to any plan or proposal to divest APS of its remaining holdings of Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The indicated provisions of Item 5 are amended as follows: (a)......APS is the beneficial owner of 1,843,803 shares of Common Stock, which constitutes approximately 11.8% 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. (c)......During the past 60 days, APS effected the last transaction described in Paragraph (a) of Item 4 above. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Certain officers and/or directors of APS hold options to purchase Common Stock of the Company, as summarized on Exhibit A. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A of Item 7 is replaced in its entirety by the following: Exhibit A - Description of Executive Officers and Directors of American Physicians Service Group, Inc., (filed herewith). 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. .........March 7, 2002 - -------------------------------------------------------------------------------- Date - -------------------------------------------------------------------------------- Signature .........William H. Hayes- Senior Vice President- Finance - -------------------------------------------------------------------------------- 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) EX-20 3 exh_a.txt OWNERSHIP OF PRIME SHARES 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 President, and Chief Executive Suite C-300 Officer of American Physicians Austin, Texas 78746 Service Group, Inc. 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 Service Group, Inc., and insurance Suite 148 consultant to Americo Life. Austin, Texas 78704 Marc R. Still Director of American Physicians 1535 Stemmons Ave. Service Group, Inc., and CEO and Dallas, TX 75208 President of Aspen Advisors, LP. William H. Hayes Senior Vice President- Finance and 1301 S. Capital of Texas Highway Secretary of American Physicians Suite C-300 Service Group, Inc. Austin, Texas 78746 Maury L. Magids Vice President- Insurance Services 1301 S. Capital of Texas Highway of American Physicians Service Suite C-300 Group, Inc. Austin, Texas 78746 Thomas R. Solimine Controller of American Physicians 1301 Capital of Texas Highway Service Group, Inc. Suite C-300 Austin, Texas 78746 Ownership of Prime Shares: ------------------------- Name: # of Shares: Amount: Source of Funds: - ---- ----------- ------ --------------- Kenneth S. Shifrin 212,870 * personal earnings William A. Searles 100 * personal earnings Robert L. Myer 10,000 * personal earnings Options to Purchase Prime Shares: -------------------------------- Name: # of Options: Option Price: Expiration Date: - ---- ------------ ------------ --------------- Kenneth S. Shifrin 430,000 $4.90 - $10.50 varies through 2006 William A. Searles 190,000 $4.90 - $12.25 varies through 2006 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. -----END PRIVACY-ENHANCED MESSAGE-----