-----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, Qs6KS/qzZhxz7GS3GE1SNznICCY1vV2PzKgzw/guzywp0LEyaVB/L0/eA+2pIjoe TYHsnxLC74P0t0cF5F3sVA== 0001036031-97-000071.txt : 19971204 0001036031-97-000071.hdr.sgml : 19971204 ACCESSION NUMBER: 0001036031-97-000071 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971203 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL RESERVE LIFE CORP CENTRAL INDEX KEY: 0000215403 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 341017531 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36346 FILM NUMBER: 97732004 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 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 2: 7001 CENTER ST CITY: MENTOR STATE: OH ZIP: 44060 SC 13D/A 1 CENTRAL RESERVE LIFE SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 3)* Central Reserve Life Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 155055-10-6 - ------------------------------------------------------------------------------- (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) November 25, 1997 - ------------------------------------------------------------------------------- (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(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 155055-10-6 - ------------------------------------------------------------------------------- 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) [x] (b) [ ] - ------------------------------------------------------------------------------- 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 400,000** ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 400,000** ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000** - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%** - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ------------------------------------------------------------------------------- **Does not include shares and warrants of Central Reserve Life Corporation that are the subject of Item 4 and Exhibit 7.2.
3 CUSIP No. 15505-10-6 This Amendment No. 3 to Schedule 13D Statement is filed on behalf of Turkey Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund"), for the purpose of reporting a definitive agreement between Central Reserve Life Corporation, an Ohio corporation ("CRLC"), and Strategic Acquisition Partners, LLC ("Partners"). As previously reported, Richard M. Osborne, the sole Manager of the Fund, and Partners reached an agreement between themselves with respect to CRLC. Item 4. Purpose of Transaction. Item 4 of Schedule 13D is hereby amended and supplemented as follows: As previously reported in Amendment No. 2 to the Schedule 13D Statement filed on November 19, 1997 ("Amendment No. 2"), Mr. Osborne entered into an agreement with Partners pursuant to which Mr. Osborne, or his designee, may purchase up to 30% of the shares of common stock, without par value, of CRLC (the "Shares") and warrants that CRLC agreed to issue to Partners. On December 2, 1997, CRLC announced that CRLC and Partners entered into a definitive Stock Purchase Agreement. Under the terms of the agreement, CRLC will issue to Partners 5.0 million Shares for $27.5 million and warrants to acquire up to 2.5 million Shares at a price of $6.50 per Share. Partners agreed to arrange for an interim loan of $20.0 million to CRLC on or before December 17, 1997, approximately $14.0 million of which will be invested in CRLC's insurance subsidiary, Central Reserve Life Insurance Company. The balance of the net proceeds will be used to satisfy an outstanding loan of CRLC in the amount of $5.2 million. A portion of the loan will be guaranteed by Mr. Osborne. The interim loan will be repaid in full with the proceeds of the Share and warrant issuance. The Company has also agreed to issue warrants to Partners' investors to purchase an additional 1.0 million Shares at $6.00 per share in connection with their efforts to secure the interim loan. Under Mr. Osborne's agreement with Partners, Mr. Osborne or his designee, will be entitled to up to 300,000 of these additional warrants. Pursuant to a Voting Agreement to be entered into in connection with the issuance of the Shares and warrants, Mr. Osborne and Partners would be entitled to appoint a total of six of nine members of the Board of Directors of CRLC. 4 CUSIP No. 155055-10-6 Mr. Osborne anticipates that the Fund, as his designee, will be the purchaser of the Shares and warrants and that Mr. Osborne will become a director of CRLC. In Amendment No. 2, the Fund reported that Mr. Osborne anticipated that Umberto Fedeli, as another designee of Mr. Osborne, would also be a purchaser of the Shares and the warrants and that Mr. Fedeli would become a director of CRLC. On November 25, 1997, Mr. Fedeli informed Mr. Osborne that he would not purchase the Shares or the warrants and he would not serve as a director of CRLC. The purchase of the Shares and warrants is subject to certain conditions, including the approval of CRLC's shareholders, receipt of regulatory approvals, and a financing contingency. The funding of the interim loan is subject, among other things, to completion of loan documents between CRLC and Partners and receipt by Partners of its committed financing. Reference is hereby made to the agreement between Mr. Osborne and Partners, a copy of which is attached as Exhibit 7.2 to Amendment No. 2 and the terms of which are hereby incorporated by reference. 5 CUSIP No. 155055-10-6 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: December 2, 1997 TURKEY VULTURE FUND XIII, LTD. By: /s/ Richard M. Osborne --------------------------- Richard M. Osborne, Manager -----END PRIVACY-ENHANCED MESSAGE-----