-----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, O+oPOgFdjSGhSX0S5/hJ+As8R1IddpjoOVLqMZNLFd8QXPvOwZUQs+MHqmqJts6q UE2rrg0DD7tcEtiHirMRtQ== 0000950144-01-503744.txt : 20010621 0000950144-01-503744.hdr.sgml : 20010621 ACCESSION NUMBER: 0000950144-01-503744 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010619 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRAWFORD & CO CENTRAL INDEX KEY: 0000025475 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 580506554 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-13289 FILM NUMBER: 1663557 BUSINESS ADDRESS: STREET 1: 5620 GLENRIDGE DR NE CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 4042560830 MAIL ADDRESS: STREET 1: 5620 GLENRIDE DR CITY: ATLANTA STATE: GA ZIP: 30342 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESTATE OF VIRGINIA C CRAWFORD CENTRAL INDEX KEY: 0001137064 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 586397953 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SUN TRUST BANK STREET 2: P O BOX 4655 MAIL CODE 213 CITY: ATLANTA STATE: GA ZIP: 30302 BUSINESS PHONE: 4048276927 MAIL ADDRESS: STREET 1: SUN TRUST BANK STREET 2: P O BOX 4655 MAIL CODE 213 CITY: ATLANTA STATE: GA ZIP: 30302 SC 13D/A 1 g70104sc13da.txt CRAWFORD & COMPANY / ESTATE OF VIRGINIA CRAWFORD 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Crawford & Company (Name of Issuer) Class B Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 224633206 (CUSIP Number) Estate of Virginia Crawford c/o SunTrust Bank, as co-executor P.O. Box 4655 Mail Code 213 Atlanta, Georgia 30302 (404) 588-7571 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: John J. Kelley III King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303 June 11, 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(b)(3) or (4), check the following box: / / 2 CUSIP NO. 224633206 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON Estate of Virginia Crawford - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / X / - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Estate is subject to the laws of the State of Georgia NUMBER OF 7. SOLE VOTING POWER 8,052,295 SHARES BENEFICIALLY 8. SHARED VOTING POWER -0- OWNED BY EACH 9. SOLE DISPOSITIVE POWER 8,052,295 REPORTING PERSON 10. SHARED DISPOSITIVE POWER -0- WITH - --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,052,295 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- Page 2 of 7 Pages 3 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) *: 32.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON 00 - -------------------------------------------------------------------------------- * As of June 6, 2001, there were 24,697,172 shares of Class B Common Stock of Crawford & Company issued and outstanding. (continued on following pages) Page 3 of 7 Pages 4 STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934 Item 1. Security and Issuer The class of equity securities to which this statement on Schedule 13D relates is the Class B common stock, par value $1.00 per share (the "Common Stock"), of Crawford & Company (the "Issuer"), a Georgia corporation, with its principal executive offices located at 5620 Glenridge Dr., N.E., Atlanta, Georgia 30342. Item 2. Identity and Background (a - b) This statement is being filed on behalf of the Estate of Virginia C. Crawford (the "Estate") by each of SunTrust Bank and Jesse C. Crawford, co-executors of the Estate of Virginia C. Crawford. The address of SunTrust is: 55 Park Place Atlanta, Georgia 30303. The address of Jesse C. Crawford is: c/o Crawford Communications, 3845 Pleasantdale Road, Atlanta, Georgia 30340. (c) Not applicable. (d - e) During the last five years, the Estate has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. (a - j) On August 8, 1999, Virginia C. Crawford died. At the time of her death, Ms. Crawford owned 8,401,207 shares of Common Stock (the "Shares") of record. These Shares are now beneficially owned by the Estate. The co-executors of the Estate, as appointed by the Clerk of Probate Court, Fulton County Georgia, on August 17, 1999, are SunTrust Bank and Jesse C. Crawford, the son of Ms. Crawford. Page 4 of 7 Pages 5 On June 11, 2001, the Estate disposed of 384,912 shares of Common Stock. The purpose of this transaction was to provide the Estate with funds with which to pay certain estate taxes. The Estate does not have any plans or proposals with respect to the Shares which relate to or that would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a - b) The Estate is the beneficial owner of 8,052,295 shares of Common Stock, representing approximately 32.6% of the outstanding shares of Common Stock as of June 6, 2001. (c) During the 60 days preceding the date of this report, the Estate has not effected any transactions involving the Shares, except for the June 11, 2001 disposition of Common Stock to which this Amendment relates. (d) SunTrust Bank and Jesse C. Crawford, as co-executors of the Estate, have the sole power to vote or direct the vote and to dispose or to direct the disposition of the Shares. To effect such disposition or vote, the unanimous consent of both SunTrust Bank and Jesse C. Crawford is required. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be filed as Exhibits. None Page 5 of 7 Pages 6 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 15, 2001 THE ESTATE OF VIRGINIA C. CRAWFORD By: /s/ William N. Dickson, II ------------------------------------- Name: William N. Dickson, II For: SunTrust Bank, as co-executor Title: First Vice President By: /s/ Jesse C. Crawford ------------------------------------- Jesse C. Crawford Co-executor Page 6 of 7 Pages 7 JOINT FILING AGREEMENT The undersigned each hereby agree that the Amendment No. 1 to Schedule 13D dated June 11, 2001, which relates to the common stock of Crawford & Company, is to be filed jointly on behalf of the estate of Virginia C. Crawford by each of them for the reasons stated therein, and any amendments thereto shall be filed jointly by the undersigned. Dated: June 15, 2001 SunTrust Bank, and Jesse C. Crawford, as co-executors of the Estate of Virginia C. Crawford By: /s/ William N. Dickson, II --------------------------------- Name: William N. Dickson, II For: SunTrust Bank Title: First Vice President By: /s/ Jesse C. Crawford --------------------------------- Jesse C. Crawford Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----