SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0-11453
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NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR
For Period Ended: June 30, 2002
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
American Physicians Service Group, Inc.
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Full Name of Registrant
Former Name if Applicable
1301 Capitol of Texas Highway, Suite C-300
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Address of Principal Executive Office (Street and Number)
Austin, Texas 78746
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
The Registrant respectfully requests a delay in the filing of its
Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2002 (the
"Form 10-QSB") due to the following:
The registrant has been advised as of August 14, 2002 by its
independent auditors that, due to the timing of their engagement as
independent auditors and the commencement of their work, the auditors
have not yet had sufficient time to complete the procedures which they
consider necessary in the circumstances.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
William H. Hayes 512 314-4403
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 |X| Yes |_| No or Section 30 of
the Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file such
report(s) been filed? If answer is no, identify report(s).
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for |X| Yes |_| the last
fiscal year will be reflected by the earnings statements to be
included in the subject report or No portion thereof?
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The Registrant expects net income to be approximately $400,000 for
the quarter ended June 30, 2002 compared to $285,000 in the
comparable period in 2001. For the six months ended June 30, 2002 net
income is estimated to be $3,000,000 versus $410,000 in the
comparable period in 2001. In both periods improvements in the
registrant's insurance operations, consulting operations, and
recognition of deferred gains on operating asset sales contributed to
the increases. In addition, for the six month period, the Registrant
recognized a $1.9 million after tax gain on the sale of investments.
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American Physicians Service Group, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this information to be signed on its behalf by the undersigned
thereunto duly authorized.
Date August 14, 2002 By /s/ William H. Hayes
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William H. Hayes
Senior Vice President- Finance
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitutes Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange
Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T (ss.232.13(b) of this chapter).