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): June 5, 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 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)
  
  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 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
       On June 5, 2006,  American  Physicians Service Group, Inc. ("APS") issued a
  press  release   announcing  that  its  Board  of  Directors  has  approved  the
  acquisition of its long-time  client,  American  Physicians  Insurance  Exchange
  ("APIE"), whose Board of Directors has also approved the transaction.  A copy of
  the press  release is being  filed as Exhibit  99.1  hereto and is  incorporated
  herein by reference.
  
       The  parties  anticipate  completing  the merger  prior to the end of 2006,
  subject to approval by the Texas Department of Insurance, necessary filings with
  the   SEC,    and   the    approval   of   the    shareholders    of   APS   and
  subscriber-policyholders  of APIE. The purchase price will be approximately  $33
  million,  payable in a combination  of common stock and  mandatorily  redeemable
  preferred stock of APS.
  
       In connection with the proposed  transaction,  a registration  statement on
  Form S-4 will be filed with the SEC. 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. The
  final proxy statement/prospectus will be mailed to APS' shareholders.  Investors
  and security  holders will be able to obtain the documents free of charge at the
  SEC's web  site,  www.sec.gov,  or from  APS's  website  at  www.amph.com  or by
  contacting:  Mr.  Kenneth  Shifrin,  Chairman of the Board (or) Mr. W. H. Hayes,
  Senior Vice President - Finance;  American  Physicians Service Group, Inc.; 1301
  Capital of Texas Highway, C-300; Austin, Texas 78746.
  
  
  
  <PAGE>
  
  
  ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS
  
  Exhibit No.     Description
  ----------
  99.1            Press Release issued by American Physicians Service Group, Inc.,
                  on June 5, 2006.
  
  <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: June 6, 2006                   American Physicians Service Group, Inc.
  
                                       Signed: /s/ W.H. Hayes
                                              -------------------------------
                                       Name:    W. H. Hayes
  
                                       Title:   Senior Vice President - Finance
  
  
  
  
  <PAGE>
  
  
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit No.     Description
  
  99.1            Press Release issued by American Physicians Service Group, Inc.,
                  on June 5, 2006.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "merger8k.txt", "description": "ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT", "secsgml_size_bytes": 4796}]
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": "06890737"}, "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): June 5, 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 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)
  
  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 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  
       On June 5, 2006,  American  Physicians Service Group, Inc. ("APS") issued a
  press  release   announcing  that  its  Board  of  Directors  has  approved  the
  acquisition of its long-time  client,  American  Physicians  Insurance  Exchange
  ("APIE"), whose Board of Directors has also approved the transaction.  A copy of
  the press  release is being  filed as Exhibit  99.1  hereto and is  incorporated
  herein by reference.
  
       The  parties  anticipate  completing  the merger  prior to the end of 2006,
  subject to approval by the Texas Department of Insurance, necessary filings with
  the   SEC,    and   the    approval   of   the    shareholders    of   APS   and
  subscriber-policyholders  of APIE. The purchase price will be approximately  $33
  million,  payable in a combination  of common stock and  mandatorily  redeemable
  preferred stock of APS.
  
       In connection with the proposed  transaction,  a registration  statement on
  Form S-4 will be filed with the SEC. 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. The
  final proxy statement/prospectus will be mailed to APS' shareholders.  Investors
  and security  holders will be able to obtain the documents free of charge at the
  SEC's web  site,  www.sec.gov,  or from  APS's  website  at  www.amph.com  or by
  contacting:  Mr.  Kenneth  Shifrin,  Chairman of the Board (or) Mr. W. H. Hayes,
  Senior Vice President - Finance;  American  Physicians Service Group, Inc.; 1301
  Capital of Texas Highway, C-300; Austin, Texas 78746.
  ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS
  
  Exhibit No.     Description
  ----------
  99.1            Press Release issued by American Physicians Service Group, Inc.,
                  on June 5, 2006.
  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: June 6, 2006                   American Physicians Service Group, Inc.
  
                                       Signed: /s/ W.H. Hayes
                                              -------------------------------
                                       Name:    W. H. Hayes
  
                                       Title:   Senior Vice President - Finance
  EXHIBIT INDEX
  
  Exhibit No.     Description
  
  99.1            Press Release issued by American Physicians Service Group, Inc.,
                  on June 5, 2006.