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)
Shares of Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
74156C 10 0
--------------------------------------------------------------------------------
(CUSIP Number)
William H. Hayes
--------------------------------------------------------------------------------
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)
March 19, 2002
--------------------------------------------------------------------------------
(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 240.13d-1(e), 240.13d-1(f)
or 240.13d-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 240.13d-7
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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
SEC 1746 (2-98)
CUSIP No. 74156C 10 0
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Employer Identification No. 75-1458323
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b) X
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) WC
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization Texas
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Number of Shares 7. Sole Voting Power 773,803
Beneficially ------------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting Person ------------------------------------------------------------
With 9. Sole Dispositive Power 773,803
------------------------------------------------------------
10. Shared Dispositive Power
------------------- ------------------------------------------------------------
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
773,803
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 4.9%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
AMENDMENT No. 4 to SCHEDULE 13D
This Amendment No. 5 to Schedule 13D is being filed on behalf of
American Physicians Service Group, Inc., a Texas corporation ("APS") as an
amendment to the initial statement on Schedule 13D, relating to shares of the
common stock, par value $0.01 per share ("Common Stock") of Prime Medical
Services, Inc. (the "Company") as filed with the Securities and Exchange
Commission (the "Commission") on October 20, 1989, (as amended by Amendment No.
1 filed with the Commission on July 29, 1993, and Amendment No. 2 filed with the
Commission on May 19, 1999, and Amendment No. 3 filed with the Commission on
March 7, 2002, and Amendment No. 4 filed with the Commission on April 2, 2002).
Unless otherwise indicated, all defined terms used herein shall have the meaning
ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Section (a) of Item 4 is hereby amended by adding the following to the
end thereof:
On March 19, 2002, pursuant to an unsolicited offer, APS sold 1,070,000
shares of Common Stock of the Company through SWS Securities, Inc. a registered
broker/dealer. The shares were sold at $6.772 per share with gross proceeds to
the Company totaling $7,246,500. The proceeds will be used for general corporate
purposes. APS's March 19, 2002, sale of Common Stock was not pursuant to any
plan or proposal to divest APS of its remaining holdings of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The indicated provisions of Item 5 are amended as follows:
(a) APS is the beneficial owner of 773,803 shares of Common Stock,
which constitutes approximately 4.9% of the issued and outstanding shares of
Common Stock. See Exhibit A for shares of the Company beneficially owned by the
officers and directors of APS.
(c) During the past 60 days, APS effected the last transaction
described in Paragraph (a) of Item 4 above.
(e) As a result of the last transaction described in Paragraph (a)
of Item 4 above, APS ceased to be a beneficial owner of more than five percent
of the issues and outstanding shares of Common Stock on March 19, 2002.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A of Item 7 is replaced in its entirety by the following:
Exhibit A - Description of Executive Officers and Directors of American
Physicians Service Group, Inc., (filed herewith).
Signature
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.
April 2, 2002
--------------------------------------------------------------------------------
Date
/s/ William H. Hayes
--------------------------------------------------------------------------------
Signature
William H. Hayes- Senior Vice President- Finance
--------------------------------------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement;
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)