-----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, KXptUJXCRKvmqI20YItObmthd9zcANYRUc8G7fakCHgP6Ts5VAi6kq+n+8t68rC4 48AXmlI9kMcdoen8ngtxjA== 0001006427-96-000003.txt : 19960131 0001006427-96-000003.hdr.sgml : 19960131 ACCESSION NUMBER: 0001006427-96-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960129 SROS: NASD SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-34696 FILM NUMBER: 96508406 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHIFRIN KENNETH S CENTRAL INDEX KEY: 0001006427 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 290466902 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 HWY STREET 2: #C 300 CITY: AUSTIN STATE: TX ZIP: 78746 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.______ )* AMERICAN PHYSICIANS SERVICE GROUP, INC. --------------------------------------- (Name of Issuer) Common Stock, par value $.10 per share -------------------------------------- (Title of Class of Securities) 028882108 --------- (CUSIP Number) Kenneth S.Shifrin 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) April 30, 1993 -------------- (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 Rule 13d-1(b)(3) or (4), check the following box. --- Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7. X --- Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). CUSIP No. 028882108 13D Page 2 of 5 Pages - ------------------- -- -- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Kenneth S. Shifrin 2 Check the Appropriate Box if a Member of a Group* (a) ------- (b) ------- 3 SEC USE ONLY 4 Source of Funds* PF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ------- 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 374,825 Shares Beneficially 8 Shared Voting Power Owned By Each Reporting 9 Sole Dispositive Power Person 374,825 With 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 374,825 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ------- 13 Percent of Class Represented by Amount in Row (11) 9.27 14 Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 5 Pages -- -- ITEM 1. SECURITY AND THE ISSUER Class of Securities: Common Stock, par value $.10 per share Name and Address of Issuer: American Physicians Service Group, Inc. 1301 Capital of Texas Highway, Suite C-300 Austin, Texas 78746 ITEM 2. IDENTITY AND BACKGROUND (a) Name: Kenneth S. Shifrin (b) Business address: 1301 Capital of Texas Highway, Suite C-300 Austin, Texas 78746 (c) Principal occupation: President, Chief Executive Officer and Chairman of the Board American Physicians Service Group, Inc. 1301 Capital of Texas Highway, Suite C-300 Austin, Texas 78746 Chief Executive Officer and Chairman of the Board Prime Medical Services, Inc. 1301 Capital of Texas Highway, Suite C-300 Austin, Texas 78746 (d) Mr. Shifrin, during the last five years, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Shifrin, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was not or is not subject to a judgement, 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) Citizenship: United States Page 4 of 5 Pages -- -- ITEM 3. SOURCE AND AMOUNT OF FUNDS. Mr.Shifrin is the beneficial owner of 374,825 shares of the common stock of American Physicians Service Group, Inc. This total excludes 1,700 shares owned by Mr. Shifrin's spouse in an IRA account. Of the total shares, (a) 49,825 were purchased from time to time on the open market, with an aggregate of $259,277 of personal funds, (b) 72,000 were purchased from the Company through the exercise of stock options with $99,000 of personal funds, (c) 100,000 were received as stock grants under the Company's compensation plans over a period of five years and (d)153,000 are purchasable upon the exercise of stock options granted under the Company's Directors Stock Option Plan or Employees Stock Option Plan. ITEM 4. PURPOSE OF THE TRANSACTION. The 121,825 shares purchased by Mr. Shifrin with personal funds were purchased for investment purposes. The remaining 253,000 shares beneficially owned by Mr. Shifrin were acquired as part of the compensation paid to him by the Company for his services as President, Chief Executive Officer and Chairman of the Board and are being held for investment purposes. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. (a) Mr. Shifrin is the beneficial owner of 374,825 shares of common stock of the Company or 9.27% of the total shares of common stock outstanding. Of the 374,825 shares, 153,000 are represented by exercisable stock options. (b) Mr. Shifrin has sole voting and dispositive powers for all of the shares. (c) In the 60 days preceding this report, Mr. Shifrin has sold 10,800 shares of common stock of the Company at an average price of $9.68 per share and has exercised options for 72,000 shares of common stock of the Company at an exercise price of $1.38 per share. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH REGARD TO THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. Page 5 of 5 Pages -- -- Signature. After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Date: January 29, 1996 ___________________________________ Kenneth S. 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