-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S3FAeVTo1W9Z1/HMpFD/DsNNl9aEKaId8cXvhsFjPcpcV65QAt5qHE+ZVnGB8QlO 1zBh2okviVzEP1ji9GztzQ== 0000950152-02-000200.txt : 20020413 0000950152-02-000200.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950152-02-000200 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TURKEY VULTURE FUND XIII LTD CENTRAL INDEX KEY: 0000935886 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7001 CENTER STREET CITY: MENTOR STATE: OH ZIP: 44060 BUSINESS PHONE: 2169511111 MAIL ADDRESS: STREET 1: 7001 CENTER ST STREET 2: 7001 CENTER ST CITY: MENTOR STATE: OH ZIP: 44060 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERES GROUP INC CENTRAL INDEX KEY: 0000215403 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 341017531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36346 FILM NUMBER: 2508987 BUSINESS ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 BUSINESS PHONE: 2165722400 MAIL ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL RESERVE LIFE CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 l92299asc13da.txt CERES GROUP/TURKEY VULTURE FUND XIII SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (AMENDMENT NO. 8)* Ceres Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 156772105 - -------------------------------------------------------------------------------- (CUSIP Number) Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 27, 2001 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13(d)-1(g), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). Page 1 of 5 Pages SCHEDULE 13D CUSIP NO. 156772105 PAGE 2 OF 5 PAGES - ---------- --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TURKEY VULTURE FUND XIII, LTD. - ---------- --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (a) [ ] - ---------- --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - ---------- --------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION OHIO - -------------------------------------- ------- --------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,444,369(1) BENEFICIALLY ------- --------------------------------------------------------------------- 8 SHARED VOTING POWER OWNED BY ------- --------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,444,369(1) ------- --------------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH - ---------- --------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,369(1) - ---------- --------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------- --------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% - ---------- --------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* O - ---------- ---------------------------------------------------------------------------------------------------------
1 Assumes the exercise of warrants to purchase 366,236 shares of common stock at $5.41 per share ("Equity Warrants") and warrants to purchase 300,000 shares of common stock at $6.00 per share ("Guarantee Warrants"). CUSIP NO. 156772105 PAGE 3 OF 5 PAGES This Amendment No. 8 to Schedule 13D Statement for issuer Ceres Group, Inc., a Delaware corporation ("Ceres"), is filed on behalf of Turkey Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund"), of which Richard M. Osborne is the sole Manager. Capitalized terms used in this Amendment No. 8 and not defined have the meanings ascribed to them in prior Schedule 13D Statements filed by the Fund with respect to Ceres. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of Schedule 13D is hereby amended and supplemented as follows: (a) According to the most recent filing with the Securities and Exchange Commission by Ceres and other public information disseminated by Ceres, there are 33,857,895 shares of Ceres' stock outstanding. If the Equity Warrants and the Guarantee Warrants owned by the Fund and Mr. Osborne were fully exercised, there would be 34,524,131 shares of Ceres' stock outstanding. The Fund beneficially owns 1,444,369 shares of Ceres' stock, assuming full exercise of the Equity Warrants and the Guarantee Warrants owned by the Fund, or approximately 4.2% of Ceres' outstanding stock. As sole Manager of the Fund, Mr. Osborne may be deemed to beneficially own all the shares of Ceres' stock owned by the Fund. In connection with Ceres' secondary public offering on December 27, 2001, the Fund was released from the Voting Agreement (as described in Items 4, 5 and 6 of Amendment No. 5). Because the Fund no longer has any obligation to vote its shares for any particular person and no longer has the right to designate a director to the Board of Directors of Ceres, the Fund should no longer be deemed a member of a group, within the meaning of Section 13(d)(3) of the Exchange Act, with the parties to the Voting Agreement. A copy of the amendment to the Voting Agreement pursuant to which the Fund was released is attached hereto as Exhibit 7.13. (c) The Fund has effected no transactions in Ceres' stock in the past 60 days. (e) On December 27, 2001, the Fund and Mr. Osborne ceased to be the beneficial owner of more than 5% of Ceres' outstanding stock upon the completion of Ceres' secondary public offering of 16,100,000 shares of stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to Amendment No. 1 to the Amended and Restated Voting Agreement, attached hereto as Exhibit 7.13, the Fund was released from the Voting Agreement and no longer has any obligation to vote its shares for any particular person and no longer has the right to designate a director to the Board of Directors of Ceres. CUSIP NO. 156772105 PAGE 4 OF 5 PAGES ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.13 Amendment No. 1 to Amended and Restated Voting Agreement by and among Ceres Group, Inc., Turkey Vulture Fund XIII, Ltd., Billy B. Hill, Jr., Karon Hill, International Managed Care (Bermuda), L.P., International Managed Care, LLC, Peter Nauert, Castle Creek Capital Partners Fund IIa, LP and Castle Creek Capital Partners Fund IIb, LP, dated November 30, 2001 CUSIP NO. 156772105 PAGE 5 OF 5 PAGES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 14, 2002 TURKEY VULTURE FUND XIII, LTD. By: /s/ Richard M. Osborne ------------------------------------- Richard M. Osborne, Manager EX-7.13 3 l92299aex7-13.txt EX-7.13 AMENDED AND RESTATED VOTING AGREEMENT Exhibit 7.13 ------------ AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT This AMENDMENT NO. 1 TO AMENDED AND RESTATED VOTING AGREEMENT is entered into this 30th day of November, 2001, by and among Ceres Group, Inc., a Delaware corporation (the "Company"), and the persons and entities set forth on the signature page attached hereto. WHEREAS, the Company and certain individuals and entities are parties to an Amended and Restated Voting Agreement, dated July 25, 2000 (the "Voting Agreement"), pursuant to which the parties regulated certain aspects of their relationship as holders of common stock, par value $0.001 per share, of the Company; WHEREAS, Turkey Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund"), a party to the Voting Agreement, wishes to be released from all provisions of the Voting Agreement and to relinquish all rights it has thereunder, including any rights it may have to a board seat; WHEREAS, Billy B. Hill, Jr. and Karon Hill (together, the "Hills"), parties to the Voting Agreement, wish to be released from all provisions of the Voting Agreement; and WHEREAS, the Company and the parties listed on the signature parties hereto representing the Required Holders (as defined in the Voting Agreement) have agreed to amend the Voting Agreement to release the Fund and the Hills from the Voting Agreement. NOW, THEREFORE, in consideration of the agreements and covenants herein contained and for other good and valuable consideration, the parties hereto agree as follows: 1. Pursuant to Section 4.2 of the Voting Agreement, the Company and the Required Holders hereby agree to release the Fund and the Hills from the Voting Agreement. 2. The Fund hereby agrees to relinquish all rights it has under the Voting Agreement. 3. Each of the Hills hereby agrees to relinquish all rights each has under the Voting Agreement. 4. The parties agree that Section 2.1(a)(iii) is deleted in its entirety and is of no further force and effect. The parties also agree that any reference to "Osborne," the "Osborne Group" and the "Osborne Group Closing Date" in the Voting Agreement are deleted in their entirety. 5. The Company agrees that, upon written request by the Fund or the Hills, it shall inform the Company's transfer agent that the legend applicable to the Voting Agreement may be removed from any applicable stock certificate held by the Fund or the Hills. 6. All questions concerning the construction, validity and interpretation of this Amendment No. 1 to the Voting Agreement, and the performance of the obligations imposed by this Amendment No. 1, shall be governed by the laws of the State of Ohio applicable to contracts made and wholly performed in that state. 7. Except as specifically provided herein, all other terms of the Voting Agreement shall apply and shall remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties hereby execute this Amendment No. 1 to the Voting Agreement as of the date set forth above. CERES GROUP, INC. /s/ Peter W. Nauert ---------------------------------- By: Peter Nauert Its: Chairman, CEO and President TURKEY VULTURE FUND XIII, LTD. /s/ Richard M. Osborne ---------------------------------- By: Richard M. Osborne Its: Manager /s/ Billy B. Hill, Jr. ---------------------------------- Billy B. Hill, Jr. /s/ Karon Hill ---------------------------------- Karon Hill AMENDMENT NO. 1 TO THE AMENDED AND RESTATED VOTING AGREEMENT CONSENT OF THE REQUIRED HOLDERS INTERNATIONAL MANAGED CARE (BERMUDA), L.P. By: Insurance Partner Offshore (Bermuda), L.P., its general partner By: Insurance GenPar (Bermuda), L.P., its general partner By: Insurance GenPar (Bermuda) MGP, L.P., its general partner By: Insurance GenPar (Bermuda) MGP, Ltd., its general partner /s/ Brad Cooper --------------------------------------- By: Brad Cooper Title: SVP INTERNATIONAL MANAGED CARE, LLC By: Insurance Partner, L.P., its managing member By: Insurance GenPar, L.P., its general partner By: Insurance GenPar MGP, L.P., its general partner By: Insurance GenPar MGP, Inc., its general partner /s/ Brad Cooper --------------------------------------- By: Brad Cooper Title: SVP /s/ Peter W. Nauert --------------------------------------------- PETER W. NAUERT CASTLE CREEK CAPITAL PARTNERS FUND IIa, LP By: Castle Creek Capital, LLC, it general partner /s/ William J. Ruh ------------------------------------- By: William J. Ruh Title: Executive Vice President CASTLE CREEK CAPITAL PARTNERS FUND IIb, LP By: Castle Creek Capital, LLC, it general partner /s/ William J. Ruh ------------------------------------- By: William J. Ruh Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----