-----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, NKe/Ujcclgy5R4SKZFdaB+xU26lekEYMZw5y6+RngICTvhVRnmcoc6yoJeejAzdw Gwd6CvltacRTY9K78NmHpw== 0000950144-01-504191.txt : 20010703 0000950144-01-504191.hdr.sgml : 20010703 ACCESSION NUMBER: 0000950144-01-504191 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010702 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: SEC FILE NUMBER: 005-55449 FILM NUMBER: 1673695 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: PRIME MEDICAL SERVICES INC /TX/ DATE OF NAME CHANGE: 19940224 FORMER COMPANY: FORMER CONFORMED NAME: NEW PMSI INC DATE OF NAME CHANGE: 19930112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CROWE A DERRILL MD CENTRAL INDEX KEY: 0000901525 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 590009 CITY: BIRMINGHAM STATE: AL ZIP: 35259 BUSINESS PHONE: 2058774400 MAIL ADDRESS: STREET 1: P O BOX 590009 CITY: BIRMINGHAM STATE: AL ZIP: 35259 SC 13D/A 1 g70297sc13da.txt PRIME MEDICAL SERVICES, INC./A. DERRILL CROWE 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)* PRIME MEDICAL SERVICES, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 74156D108 (CUSIP Number) A. Derrill Crowe 100 Brookwood Place Birmingham, AL 35209 (205) 877-4400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Jack P. Stephenson, Jr., Esq. Burr & Forman LLP Suite 3100, SouthTrust Tower 420 North Twentieth Street Birmingham, Alabama 35203 (205) 251-3000 May 2, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule13d-1(e), 13d-1(f) or 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 Rule13d-7 for other parties to whom copies are to be sent. 2 *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). 2 3 CUSIP No. 74156D108 1. Name of Reporting Person: A. Derrill Crowe SSN ###-##-#### 2. Check the Appropriate Box if a Member of a Group (1) [ ] (2) [ ] 3. SEC Use Only 4. Source of Funds: PF 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization: United States of America Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 986,400 8. Shared Voting Power: 66,450 9. Sole Dispositive Power: 986,400 10. Shared Dispositive Power: 66,450 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,052,850 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11): 6.8% 14. Type of Reporting Person: IN 3 4 AMENDMENT NO. 5 TO SCHEDULE 13D This Amendment No. 5 to Schedule 13D amends the Schedule 13D originally filed on October 29, 1993 (as amended by Amendment No. 1 filed on August 3, 1994, Amendment No. 2 filed on March 23, 1995, Amendment No. 3 filed on September 11, 1995, and Amendment No. 4 filed on April 22, 1996, as so amended, the "Schedule 13D") by A. Derrill Crowe, MD ("Dr. Crowe") and relates to shares of common stock, $0.01 par value of Prime Medical Services, Inc., ("Prime"). Unless otherwise indicated, all defined terms used herein shall have the meaning ascribed to them in the Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended by adding the following to the end thereof: On January 20, 1997, Dr. Crowe exercised all 168,000 of his Option Shares at $1.25 per share. Dr. Crowe used $210,000 of personal funds to exercise the Option Shares. Additionally, since June 1998, Dr. Crowe has purchased 294,600 shares of Prime common stock in open market transactions at an aggregate price of $2,043,102. Dr. Crowe used personal funds to fund the open market purchases of Prime common stock. See Item 5. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended by adding the following to the end thereof: Since April 1996, Dr. Crowe has purchased 294,600 shares and sold 533,300 shares of Prime common stock resulting in a net reduction of 238,700 shares of his beneficial ownership of Prime. Dr. Crowe also exercised all 168,000 of his Option Shares on January 20, 1997, and disposed of 50,000 shares by gift to the Crowe Foundation in December 1996. These transactions were made in the ordinary course of Dr. Crowe's investment activities. Dr. Crowe may purchase additional shares of Prime common stock or dispose of additional shares of Prime common stock from time to time in the open market or in privately negotiated transactions. Except as specified herein, Dr. Crowe does not have any present plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of Prime, or the disposition of securities of Prime; (b) an extraordinary corporate transaction involving Prime or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Prime or any of its subsidiaries; (d) any change in the present board of directors or management of Prime; (e) any material change in the present capitalization or dividend policy of Prime; (f) any other material change in Prime's business or corporate structure; (g) changes in Prime's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Prime by any person; (h) causing a class of securities of Prime to be deregistered or delisted; (i) a class of equity securities of Prime becoming eligible for termination of registration; or (j) any action similar to any of the actions enumerated above. 4 5 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is replaced in its entirety by the following: (a) and (b). As of June 15, 2001, Dr. Crowe directly owned 986,400 shares of Prime common stock. Dr. Crowe is a trustee of the Crowe Foundation, an Alabama non-profit corporation, which directly owns 66,450 shares of Prime common stock. As a trustee of the Crowe Foundation, Dr. Crowe may be deemed to beneficially own and share voting and disposition powers with respect to shares of Prime common stock owned by the Crowe Foundation. Based on the foregoing, Dr. Crowe may beneficially own in the aggregate 1,052,850 shares of Prime common stock. Such shares, represent approximately 6.8% of the total outstanding shares of Prime (based upon 15,562,734 shares reported to be outstanding in Prime's Form 10-Q for the fiscal quarter ended March 31, 2001.) (c). The following table sets forth all transactions by Dr. Crowe with respect to shares of Prime effected since the filing of Amendment No. 4 to the Schedule 13D on April 22, 1996. All purchases and sales set forth below reflect transactions by means of open market transactions on the Nasdaq National Market.
TRADE DATE TYPE OF TRANSACTION NUMBER OF SHARES PRICE PER SHARE($) ---------- ------------------- ---------------- ------------------ 04/26/96 Sale 37,200 14.4812 04/29/96 Sale 20,000 15.7217 04/29/96 Sale 9,000 15.6250 04/30/96 Sale 13,800 15.7500 04/30/96 Sale 10,000 15.7500 05/01/96 Sale 50,000 15.6250 05/02/96 Sale 50,000 15.6250 05/03/96 Sale 25,000 15.6250 05/03/96 Sale 25,000 15.8330 05/06/96 Sale 25,000 16.0525 05/07/96 Sale 2,000 16.5000 05/10/96 Sale 10,000 16.6250 05/20/96 Sale 30,000 16.8750 05/21/96 Sale 10,000 17.6250 05/28/96 Sale 10,000 17.5625 05/28/96 Sale 10,000 17.6250 05/29/96 Sale 45,000 18.3060 12/96 Gift 50,000 N/A 09/10/97 Sale 10,000 14.0000 09/15/97 Sale 7,000 14.4554 09/16/97 Sale 3,000 14.5000 09/26/97 Sale 20,000 14.6875 09/29/97 Sale 10,000 14.7875 10/09/97 Sale 10,000 14.7500
5 6 10/17/97 Sale 25,000 14.0625 12/12/97 Sale 5,000 13.1250 05/12/98 Sale 1,000 11.1250 06/19/98 Purchase 144,600 8.1564 12/18/98 Purchase 2,500 7.0625 12/21/98 Purchase 3,500 7.0000 12/22/98 Purchase 20,000 7.0000 08/27/99 Sale 20,000 9.1875 08/30/99 Sale 10,000 9.6875 09/29/99 Sale 5,000 9.7500 10/06/99 Sale 5,000 9.7500 03/16/00 Sale 10,000 8.5625 03/29/00 Sale 300 9.1250 04/03/00 Sale 1,200 9.0000 04/07/00 Sale 8,800 9.0000 12/05/00 Purchase 25,000 5.4143 12/06/00 Purchase 21,000 5.4777 12/07/00 Purchase 8,500 5.4926 12/08/00 Purchase 2,500 5.5000 12/13/00 Purchase 7,000 5.4375 12/14/00 Purchase 32,000 5.4375 12/15/00 Purchase 4,000 5.4375 12/21/00 Purchase 10,000 5.0000 12/22/00 Purchase 2,000 5.0000 12/26/00 Purchase 8,000 5.0000 12/28/00 Purchase 4,000 4.9375
(d). No person, other than Dr. Crowe, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported herein. (e). Not Applicable. 6 7 SIGNATURES 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. Dated: July 2, 2001 /s/ A. Derrill Crowe, M.D. ----------------------------------- A. Derrill Crowe, M.D. 7 -----END PRIVACY-ENHANCED MESSAGE-----