content: ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                --------------------
  
                                      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): December 20, 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 CAPITAL 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))
  
  ================================================================================
  
  <PAGE>
  
  
  
  
  ITEM 8.01         OTHER EVENTS
  
           On December 20, 2006 American Physicians Service Group, Inc. filed a
  third amendment to its registration statement on Form S-4. The Company provided
  additional information and clarifying detail in response to a further review of
  the filing by the Securities and Exchange Commission. 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.
  
  
  
  
  
  
  
  
  <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.
  
  
  
  Date: December 21, 2006             American Physicians Service Group, Inc.
  
                                     Signed:  /s/ W.H. Hayes
                                             --------------------
                                     Name:    W. H. Hayes
  
                                     Title:   Senior Vice President - Finance
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "dec068k.txt", "description": "AMENDMENT TO S-4 FILING", "secsgml_size_bytes": 3225}]
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": "001-31434", "film-number": "061291627"}, "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: ================================================================================
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                --------------------
  
                                      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): December 20, 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 CAPITAL 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))
  
  ================================================================================
  ITEM 8.01         OTHER EVENTS
  
           On December 20, 2006 American Physicians Service Group, Inc. filed a
  third amendment to its registration statement on Form S-4. The Company provided
  additional information and clarifying detail in response to a further review of
  the filing by the Securities and Exchange Commission. 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.
  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: December 21, 2006             American Physicians Service Group, Inc.
  
                                     Signed:  /s/ W.H. Hayes
                                             --------------------
                                     Name:    W. H. Hayes
  
                                     Title:   Senior Vice President - Finance