SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 Report (Date of earliest event reported:)
June 4, 2003 (June 4, 2003)
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. Acquistion of Assets
Pursuant to the terms of that certain Stock Purchase Agreement dated June 4,
2003, between American Physicians Service Group, Inc. ("APS") and The Roy F. and
Joann Cole Mitte Foundation, a Texas non-profit corporation (the "Foundation")
and that Stock Purchase and Option Agreememnt dated June 4, 2003 between APS and
Financial Industries Corporation ("FIC"), and an acquisition of approximately
340,000 shares of FIC's outstanding common stock was made by APS. This
transaction, together with an earlier purchase of 45,000 shares of FIC common
stock, brings the total number of shares of FIC common stock owned by APS to
approximately 385,000. The purchase price was approximately $5.7 million and was
sourced from the Company's surplus cash investments.
Concurrent with FIC's implementation of a new marketing plan, which APS assisted
in developing, Mr. Ken Shifrin, APS Chairman of the Board, will be appointed to
the board of FIC. In addition, APS has been granted an option to purchase
323,000 FIC shares based on achievement of certain growth initiatives.
FIC, through its various subsidiaries, owns real estate and an actuarial
consulting firm, and markets and underwrites life insurance and annuity
products.
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: June 4, 2003 By: /s/ W.H. Hayes
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Name: W.H. Hayes
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Title: Sr VP - Finance
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EXHIBIT INDEX
Exhibit
Number Description
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Exhibit 10.1
Stock Purchase Agreement between American Physicians Service
Group, Inc. and The Roy F. and Joann Cole Mitte Foundation.
Exhibit 10.2
Stock Purchase and Option Agreement between American
Physicians Service Group, Inc. and Financial Industries
Corporation.
Exhibit 10.3
Registration Rights Agreement between Financial Industries
Corporation and American Physicians Service Group, Inc.