-----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, M/J0GB7ZV+9Oe7SQ5m1zEwWGkH26PoP/TCJe/O/SIz8TVLih85fIP/gJI9ocyNgf BkKkY7frNl4XIdUnXef+yQ== 0000898430-96-005056.txt : 19961104 0000898430-96-005056.hdr.sgml : 19961104 ACCESSION NUMBER: 0000898430-96-005056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961101 SROS: NASD GROUP MEMBERS: PHILO SMITH GROUP MEMBERS: PHILO SMITH CAPITAL CORPORATION GROUP MEMBERS: PSCO FUND LIMITED GROUP MEMBERS: PSCO PARTNERS LIMITED PARTNERSHIP GROUP MEMBERS: PSCO PARTNERS LIMITED PARTNERSHIP TWO GROUP MEMBERS: SMITH PHILO & CO INC /CT/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CITATION INSURANCE GROUP CENTRAL INDEX KEY: 0000830122 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 942723335 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45887 FILM NUMBER: 96652726 BUSINESS ADDRESS: STREET 1: ONE ALMADEN BLVD STE 300 CITY: SAN JOSE STATE: CA ZIP: 95113-2213 BUSINESS PHONE: 4082920222 MAIL ADDRESS: STREET 1: ONE ALMADEN BLVD STREET 2: STE 300 CITY: SAN JOSE STATE: CA ZIP: 95113-2213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH PHILO & CO INC /CT/ CENTRAL INDEX KEY: 0001011590 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 066057725 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MUNGER TOLLES & OLSON STREET 2: 355 SOUTH GRAND AVENUE SUITE 3500 CITY: LOS ANGELES STATE: CA ZIP: 90071-1560 BUSINESS PHONE: 213-683-9520 MAIL ADDRESS: STREET 1: 2950 SUMMER STREET CITY: STAMFORD STATE: CT ZIP: 06905 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) (1) Citation Insurance Group (Name of Issuer) Common Stock (Title of Class of Securities) 001728991 (CUSIP Number) Philo Smith, 2950 Summer Street Stamford, Connecticut 06905 (203) 348-7365 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 20, 1996 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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. (Continued on following pages) Page 1 of 10 Pages ___________________ (1) 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 Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 001728991 Page 2 of 10 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Philo Smith 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 Source Of Funds AF 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] 6 Citizenship Or Place Of Organization United States citizen 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power None 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 225,379 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power None 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 225,379 11 Aggregate Amount Beneficially Owned By Each Reporting Person 383,057 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 5.99% 14 Type Of Reporting Person IN SCHEDULE 13D CUSIP No. 001728991 Page 3 of 10 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Philo Smith & Co., Inc. 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 Source Of Funds AF 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] 6 Citizenship Or Place Of Organization Connecticut 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power None 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power None 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power None 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power None 11 Aggregate Amount Beneficially Owned By Each Reporting Person None 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 14 Type Of Reporting Person CO SCHEDULE 13D CUSIP No. 001728991 Page 4 of 10 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person PSCO Partners Limited Partnership - 06-0921598 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 Source Of Funds WC 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] 6 Citizenship Or Place Of Organization Connecticut 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power None 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power None 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power None 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power None 11 Aggregate Amount Beneficially Owned By Each Reporting Person None 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 14 Type Of Reporting Person PN SCHEDULE 13D CUSIP No. 001728991 Page 5 of 10 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person PSCO Partners Limited Partnership Two 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 Source Of Funds WC 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] 6 Citizenship Or Place Of Organization Connecticut 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power 157,678 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power None 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power 157,678 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power None 11 Aggregate Amount Beneficially Owned By Each Reporting Person 157,678 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 2.46% 14 Type Of Reporting Person PN SCHEDULE 13D CUSIP No. 001728991 Page 6 of 10 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person PSCO Fund Limited 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 Source Of Funds WC 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] 6 Citizenship Or Place Of Organization Bermuda 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power None 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 225,379 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power None 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 225,379 11 Aggregate Amount Beneficially Owned By Each Reporting Person 225,379 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 3.52% 14 Type Of Reporting Person IV SCHEDULE 13D CUSIP No. 001728991 Page 7 of 10 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Philo Smith Capital Corporation 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 Source Of Funds AF 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] 6 Citizenship Or Place Of Organization Connecticut 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power 157,678 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 225,379 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power 157,678 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 225,379 11 Aggregate Amount Beneficially Owned By Each Reporting Person 383,057 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 5.99% 14 Type Of Reporting Person CO This Amendment No. 2 to Schedule 13D, filed with respect to the common stock of Citation Insurance Group ("Citation"), amends the following items of the original Schedule, as previously amended. ITEM 4. PURPOSE OF TRANSACTION. Each of PSCO Partners Two and PSCO Fund Limited presently intends to sell, over time, all shares of Citation common stock owned by it, the timing of such sales to be based on the price available in the market for the shares and other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. PSCO Partners has sold all of the shares of Citation common stock owned by it. PSCO Partners Two owns 157,678 shares of Citation common stock, or approximately 2.46% of the outstanding shares of that class. PSCO Fund Limited owns 225,379 shares of Citation common stock, or approximately 3.52% of the outstanding shares of that class. By virtue of the investment and voting arrangement described above, Capital beneficially owns 157,678 shares of the common stock of Citation, or approximately 2.46% of the outstanding, held by PSCO Partners Two, and Philo Smith and Capital beneficially own 225,379 shares of the common stock of Citation, or approximately 3.52% of the outstanding, held by PSCO Fund Limited. In the past sixty days, PSCO Partners has effected the following transactions in the common stock of Citation, each a sale through a normal brokerage transaction in the over-the-counter market: Trade Date Number of Shares Price 9/30/96 5,000 3.5625 10/04/96 25,000 3 3/4 10/08/96 5,000 3.6875 10/08/96 10,000 3 11/16 10/09/96 18,278 3.5625 In the past sixty days, PSCO Partners Two has effected the following transactions in the common stock of Citation, each a sale through a normal brokerage transaction in the over-the-counter market: Page 8 of 10 Pages Trade Date Number of Shares Price 10/09/96 6,722 3.5625 10/10/96 5,000 3 11/16 10/23/96 4,300 4 10/28/96 2,000 3 15/16 In the past sixty days, PSCO Fund Limited has effected the following transactions in the common stock of Citation, each a sale through a normal brokerage transaction in the over-the-counter market: Trade Date Number of Shares Price 9/16/96 10,000 3.6875 9/17/96 5,000 3 5/8 Page 9 of 10 Pages SIGNATURE 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 this 1st day of November, 1996. /s/ Philo Smith Philo Smith PHILO SMITH & CO., INC. By: /s/ Philo Smith Philo Smith, President PSCO PARTNERS LIMITED PARTNERSHIP By: /s/ Philo Smith Philo Smith, General Partner PSCO PARTNERS LIMITED PARTNERSHIP TWO By: /s/ Philo Smith Philo Smith, President of Philo Smith Capital Corporation, General Partner PSCO FUND LIMITED By: /s/ Philo Smith Philo Smith, General Manager PHILO SMITH CAPITAL CORPORATION By: /s/ Philo Smith Philo Smith, President Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----