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:
  
  
                          Date of earliest event reported:
                                  February 25, 2002
  
  
                       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>
  
  
                                          3
  
  Item 2.  ACQUISITION OR DISPOSITION OF ASSETS.
           ------------------------------------
  
           On February 25, 2002, pursuant to an unsolicited offer, American
  Physicians  Service Group,  Inc. (the "Company"),  sold 500,000 of its 2,343,803
  shares  of $0.01  par value  common  stock  ("Common  Stock")  of Prime  Medical
  Services,  Inc. ("Prime"),  which is an affiliate of the Company.  The trade was
  executed  through SWS Securities,  Inc., a registered  broker/dealer.The  shares
  were  sold at $6.50  per share  with  gross  proceeds  to the  Company  totaling
  $3,250,000. The Company originally acquired the shares in 1989. The sale reduced
  the Company's  ownership in Prime from approximately 15% to approximately 12% of
  the total  outstanding  Common  Stock of Prime.  A  substantial  portion  of the
  proceeds  from the  disposition  was used to pay off the  Company's  outstanding
  debt. The remaining  proceeds will be used for general corporate  purposes.  The
  Company  does not have any current plan to dispose of  additional  shares of its
  Prime Common Stock.
           Prime is a public company whose shares are traded on the NASDAQ
  exchange.
  
  Item 5.  VOLUNTARY DISCLOSURE OF OTHER EVENTS.
           ------------------------------------
  
           On February 27, 2002, Prime announced that they would be taking a
  charge to pretax earnings of approximately $36 million related to their decision
  to divest the company of their refractive vision correction operations and to
  recognize impairment to certain lithotrypsy assets, increase bad debt reserves
  and provide for severance of contractual obligations.
           The Company accounts for its ownership in Prime on the equity method
  and will recognize a charge to pretax earnings in the fourth quarter of 2001 of
  approximately $3.6 million related to Prime's non-recurring charge described
  above.
           There is no direct cash impact to the Company.
  
  
  
  
  <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: March 6, 2002            By:  /s/ W.H. Hayes
                                 -----------------------------------------
                                 Name:    W.H. Hayes
                                 -------------------------------------
                                 Title:   Sr. VP-Finance
                                 -------------------------------------
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "pmsi_stk.txt", "description": "SALE OF PMSI COMMON STOCK", "secsgml_size_bytes": 3916}]
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": "02567851"}, "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:
  
                          Date of earliest event reported:
                                  February 25, 2002
  
                       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)
  3
  
  Item 2.  ACQUISITION OR DISPOSITION OF ASSETS.
           ------------------------------------
  
           On February 25, 2002, pursuant to an unsolicited offer, American
  Physicians  Service Group,  Inc. (the "Company"),  sold 500,000 of its 2,343,803
  shares  of $0.01  par value  common  stock  ("Common  Stock")  of Prime  Medical
  Services,  Inc. ("Prime"),  which is an affiliate of the Company.  The trade was
  executed  through SWS Securities,  Inc., a registered  broker/dealer.The  shares
  were  sold at $6.50  per share  with  gross  proceeds  to the  Company  totaling
  $3,250,000. The Company originally acquired the shares in 1989. The sale reduced
  the Company's  ownership in Prime from approximately 15% to approximately 12% of
  the total  outstanding  Common  Stock of Prime.  A  substantial  portion  of the
  proceeds  from the  disposition  was used to pay off the  Company's  outstanding
  debt. The remaining  proceeds will be used for general corporate  purposes.  The
  Company  does not have any current plan to dispose of  additional  shares of its
  Prime Common Stock.
           Prime is a public company whose shares are traded on the NASDAQ
  exchange.
  
  Item 5.  VOLUNTARY DISCLOSURE OF OTHER EVENTS.
           ------------------------------------
  
           On February 27, 2002, Prime announced that they would be taking a
  charge to pretax earnings of approximately $36 million related to their decision
  to divest the company of their refractive vision correction operations and to
  recognize impairment to certain lithotrypsy assets, increase bad debt reserves
  and provide for severance of contractual obligations.
           The Company accounts for its ownership in Prime on the equity method
  and will recognize a charge to pretax earnings in the fourth quarter of 2001 of
  approximately $3.6 million related to Prime's non-recurring charge described
  above.
           There is no direct cash impact to the Company.
  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: March 6, 2002            By:  /s/ W.H. Hayes
                                 -----------------------------------------
                                 Name:    W.H. Hayes
                                 -------------------------------------
                                 Title:   Sr. VP-Finance
                                 -------------------------------------