content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                    ------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  
                                   Date of Report:
                                    April 19,1999
  
                               Date of earliest event
                                     reported:
                                    April 6, 1999
  
  
                       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)
  
  
  
  
  <PAGE>
  
  
                                                                     
  Item 2.  Acquisition or Disposition of Assets.
  
           On April  6,  1999,  American  Physicians  Service  Group,  Inc.,  (the
  "Company"),  entered  into an  agreement  with three of its  shareholders,  M.J.
  Whitman Advisers, Inc. ("Whitman"),  Third Avenue Value Fund ("TAVF"), and Third
  Avenue Value Portfolio of the WRL Series Fund ("TAP"),  whereby the Company will
  exchange  599,700  shares of the $0.01 par value common  stock of Prime  Medical
  Services, Inc., ("Prime Medical"),  held by the Company for a total of 1,199,400
  shares of the $0.10 par value common stock of the Company held by Whitman,  TAVF
  and TAP.  The shares  acquired  by the Company in the  exchange  will be held as
  treasury  shares.  The  common  stock of Prime  Medical  is traded on the NASDAQ
  National  Market under the symbol "PMSI." On the effective date of the agreement
  the closing  trade price of the common stock of the Company and Prime Medical as
  reported by the National Association of Securities Dealers, Inc.
  Automated Quotation System was $3-1/8 and $7-3/16, respectively.
  
           The foregoing summary of the terms of the Letter Agreement is qualified
  in its entirety by the terms and provisions  contained in the Letter  Agreement,
  which is filed as an exhibit to this Current Report on Form 8-K.
  
  Item 7.  Financial Statements and Exhibits.
  
  (c)      Exhibits.
  
           Exhibit
           Number              Description
  
           2.1                 Agreement  dated April 6, 1999,  between  American 
                               Physicians  Service Group,  Inc.,  M.J. Whitman  
                               Advisers,  Inc.,  Third Avenue Value Fund and Third
                               Avenue Value Portfolio of the WRL Series Fund.
  
           2.2                 Press Release dated April 19, 1999.
  
  
  <PAGE>
  
  
  
                                     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: April 19, 1999                     By:    /s/ William H. Hayes  
                                           Name:      William H. Hayes            
                                           Title:     Chief Financial Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K FILED APRIL 20,1999", "secsgml_size_bytes": 3741}]
metadata_filer: {"company-data": {"conformed-name": "AMERICAN PHYSICIANS SERVICE GROUP INC", "cik": "0000724024", "assigned-sic": "8741", "irs-number": "751458323", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11453", "film-number": "99597254"}, "business-address": {"street1": "1301 CAPITAL OF TEXAS HWY", "street2": "C-300", "city": "AUSTIN", "state": "TX", "zip": "78746", "phone": "5123280888"}, "mail-address": {"street1": "1301 CAPITAL OF TEXAS HIGHWAY", "city": "AUTIN", "state": "TX", "zip": "78746"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                    ------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                                   Date of Report:
                                    April 19,1999
  
                               Date of earliest event
                                     reported:
                                    April 6, 1999
  
                       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.  Acquisition or Disposition of Assets.
  
           On April  6,  1999,  American  Physicians  Service  Group,  Inc.,  (the
  "Company"),  entered  into an  agreement  with three of its  shareholders,  M.J.
  Whitman Advisers, Inc. ("Whitman"),  Third Avenue Value Fund ("TAVF"), and Third
  Avenue Value Portfolio of the WRL Series Fund ("TAP"),  whereby the Company will
  exchange  599,700  shares of the $0.01 par value common  stock of Prime  Medical
  Services, Inc., ("Prime Medical"),  held by the Company for a total of 1,199,400
  shares of the $0.10 par value common stock of the Company held by Whitman,  TAVF
  and TAP.  The shares  acquired  by the Company in the  exchange  will be held as
  treasury  shares.  The  common  stock of Prime  Medical  is traded on the NASDAQ
  National  Market under the symbol "PMSI." On the effective date of the agreement
  the closing  trade price of the common stock of the Company and Prime Medical as
  reported by the National Association of Securities Dealers, Inc.
  Automated Quotation System was $3-1/8 and $7-3/16, respectively.
  
           The foregoing summary of the terms of the Letter Agreement is qualified
  in its entirety by the terms and provisions  contained in the Letter  Agreement,
  which is filed as an exhibit to this Current Report on Form 8-K.
  
  Item 7.  Financial Statements and Exhibits.
  
  (c)      Exhibits.
  
           Exhibit
           Number              Description
  
           2.1                 Agreement  dated April 6, 1999,  between  American 
                               Physicians  Service Group,  Inc.,  M.J. Whitman  
                               Advisers,  Inc.,  Third Avenue Value Fund and Third
                               Avenue Value Portfolio of the WRL Series Fund.
  
           2.2                 Press Release dated April 19, 1999.
  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: April 19, 1999                     By:    /s/ William H. Hayes  
                                           Name:      William H. Hayes            
                                           Title:     Chief Financial Officer