-----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, H2FQA29kh5KPWKqvCB08AaLBkE3O6LlMGx4AcZw+J/DDd85rVZoM7kGVZ803N9on TSpEXsUBF7CJzDlTA4lVRw== 0000724024-99-000004.txt : 19990421 0000724024-99-000004.hdr.sgml : 19990421 ACCESSION NUMBER: 0000724024-99-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990419 ITEM INFORMATION: FILED AS OF DATE: 19990420 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-11453 FILM NUMBER: 99597254 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 8-K 1 8-K FILED APRIL 20,1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ 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) 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. 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 EX-10 2 EXCHANGE AGREEMENT [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. 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 --------------------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----