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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 5, 2006
AMERICAN PHYSICIANS SERVICE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
TEXAS 0-11453 75-1458323
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 5, 2006, American Physicians Service Group, Inc. ("APS") issued a
press release announcing that its Board of Directors has approved the
acquisition of its long-time client, American Physicians Insurance Exchange
("APIE"), whose Board of Directors has also approved the transaction. A copy of
the press release is being filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
The parties anticipate completing the merger prior to the end of 2006,
subject to approval by the Texas Department of Insurance, necessary filings with
the SEC, and the approval of the shareholders of APS and
subscriber-policyholders of APIE. The purchase price will be approximately $33
million, payable in a combination of common stock and mandatorily redeemable
preferred stock of APS.
In connection with the proposed transaction, a registration statement on
Form S-4 will be filed with the SEC. APS' SHAREHOLDERS ARE ENCOURAGED TO READ
THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The
final proxy statement/prospectus will be mailed to APS' shareholders. Investors
and security holders will be able to obtain the documents free of charge at the
SEC's web site, www.sec.gov, or from APS's website at www.amph.com or by
contacting: Mr. Kenneth Shifrin, Chairman of the Board (or) Mr. W. H. Hayes,
Senior Vice President - Finance; American Physicians Service Group, Inc.; 1301
Capital of Texas Highway, C-300; Austin, Texas 78746.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description
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99.1 Press Release issued by American Physicians Service Group, Inc.,
on June 5, 2006.
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.
Date: June 6, 2006 American Physicians Service Group, Inc.
Signed: /s/ W.H. Hayes
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Name: W. H. Hayes
Title: Senior Vice President - Finance
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release issued by American Physicians Service Group, Inc.,
on June 5, 2006.