American Physicians Service Group Inc – ‘NT 10-K’ for 3/28/02

On:  Thursday, 3/28/02   ·   For:  3/28/02   ·   Accession #:  724024-2-8   ·   File #:  0-11453

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Notice of a Late Filing of a Form 10-K   —   Form 12b-25
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-K     Notification of 10-Ksb Late Filing                     3     15K 
 2: EX-99.77Q1  Explanation of Financial Impact of Change.             1      5K 

NT 10-K   —   Notification of 10-Ksb Late Filing

NT 10-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 12b-25
                                               Commission File Number    0-11453

 NOTIFICATION OF LATE FILING

(Check One): |X| Form 10-K    |_| Form 20-F    |_| Form 11-K    |_| Form 10-Q   
|_| Form N-SAR                                        

For Period Ended:         December 31, 2001 
                                    --------------------------------------------
[  ] 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:            

--------------------------------------------------------------------------------
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.                                      
--------------------------------------------------------------------------------

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.                       
--------------------------------------------------------------------------------
Full Name of Registrant                                                         

Former Name if Applicable                                                       

1301 Capitol of Texas Highway, Suite C-300                    
--------------------------------------------------------------------------------
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
Annual  Report on Form 10-K for the fiscal  year ended  December  31,  2001 (the
"Form 10-K") due to the following:                                              

 (i) The Registrant has been advised as of March 25, 2002 by its
independent  auditors  that the  Registrant's  treatment  of its  investment  in
FemPartners, Inc. resulted in an overstatement of such investment in one or more
prior periods. Accordingly, the Registrant's independent auditors have requested
that the Registrant restate certain of its prior period financial statements. It

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is unclear at this time which, if any, of the Registrant's  financial statements
will  need  to be  restated,  or to  what  extent.  Due  to  the  timing  of the
independent  auditors'  notification,  a full and  complete  Form 10-K cannot be
provided within the prescribed time period.                                     

PART IV -- OTHER INFORMATION

(1)    Name and telephone number of person to contact in regard to this         
notification                                                      

William H. Hayes                       512                    314-4403  
--------------------------           ----------------           ------------    
        (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).
           ---------------------------------------------------------------------

(3)        Is it anticipated that any significant change in                     
           results of operations from the corresponding period    |X| Yes |_| No
for 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.  

---------- ---------------------------------------------------------------------

 American Physicians Service Group, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)

Has caused this information to be signed on its behalf by the undersigned       
thereunto duly authorized.                                                      

Date     March 29, 2002                     By /s/ William H. Hayes             
     -----------------------            ----------------------------------------
                        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
--------------------------------------------------------------------------------
    Intentional misstatements or omissions of fact constitutes Federal
Criminal Violations (See 18 U.S.C. 1001).                     
--------------------------------------------------------------------------------

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.  

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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).       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘NT 10-K’ Filing		Date		First		Last			Other Filings
		3/29/02		2
Filed on / For Period End:		3/28/02
		3/25/02		1
		12/31/01		1					10KSB
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