-----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, Pqxm5b/imbqqPwE0khoRW26BIBXW/9A5AR09WveWKqxOkWTrZBlL18sCHPxDLQrz yfy2Ojc8bHyduyKJ55Y00g== 0000950137-97-002304.txt : 19970630 0000950137-97-002304.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950137-97-002304 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970627 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BALDWIN & LYONS INC CENTRAL INDEX KEY: 0000009346 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 350160330 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07562 FILM NUMBER: 97631232 BUSINESS ADDRESS: STREET 1: 1099 N MERIDIAN ST STREET 2: STE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176369800 MAIL ADDRESS: STREET 1: 1099 NORTH MERIDIAN ST STREET 2: STE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: BALDWIN H C AGENCY INC DATE OF NAME CHANGE: 19720309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEIL JOHN D CENTRAL INDEX KEY: 0000904314 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3144214600 MAIL ADDRESS: STREET 1: 200 N BROADWAY SUITE 825 CITY: ST LOUIS STATE: MO ZIP: 63102 SC 13D/A 1 CLAYTON MANAGEMENT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Baldwin and Lyons, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Voting Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 57755100 ---------------------------- (CUSIP Number) Joseph D. Lehrer, Esq. 2000 Equitable Building, 10 S. Broadway, St. Louis, MO (314) 241-9090 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 17, 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 / /. 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. * 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 requried 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). (Continued on following page(s)) Page 1 of 5 pages 2 CUSIP No. 57755100 13D Page 2 of 5 Pages ---------------- --- ------ ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John D. Weil - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /XX/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 156,450, subject to the disclaimer in Item 5. BENEFICIALLY --------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING -0- PERSON WITH --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 156,450, subject to the disclaimer in Item 5. --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 307,650, subject to the disclaimer contained in Item 5. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.63% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 57755100 Page 3 of 5 AMENDMENT NO. 3 TO SCHEDULE 13D The Reporting Person reported the acquisition of shares of Class A Voting Common Stock, no par value ("Stock"), of Baldwin & Lyons, Inc. (the "Issuer") in an initial filing of this Schedule 13D on March 28, 1985, as amended by Amendment No. 1 filed November 22, 1985 and Amendment No. 2 filed September 15, 1987. In this regard, Item 2, Item 3, Item 4, Item 5 and Item 6 are hereby amended as follow. All other items are unchanged from the initial filing, as amended. ITEM 2. Identity and Background. (a) John D. Weil ("Reporting Person"); (b) 200 N. Broadway, Suite 825, St. Louis, Missouri 63102; (c) Self-employed investor, 200 N. Broadway, Suite 825, St. Louis, Missouri 63102; (d) No; (e) No; (f) U.S.A. ITEM 3. Source and Amount of Funds or Other Consideration. All shares of Stock of the Issuer were purchased with the funds of the owners of the shares of Stock listed in Item 5. All purchases of the shares of Stock of the Issuer were made by purchase at prevailing market prices as quoted on the NASDAQ National Market. ITEM 4. Purpose of the Transaction. The owners listed in Item 5 purchased the Stock of the Issuer for general investment purposes. The owners listed in Item 5 may acquire additional shares of the Stock of the Issuer, based upon their respective investment decisions. The Reporting Person was elected to the Board of Directors of the Issuer on June 17, 1997. Other than as described herein above, the owners listed in Item 5 have no present plans or proposals which relate to or would result in: (a) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (b) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any other material change in the Issuer's business or corporate structure; 4 CUSIP NO. 57755100 Page 4 of 5 (e) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (f) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association; (g) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (h) any action similar to those enumerated above. ITEM 5. Interest in Securities of the Issuer. (a) Subject to the disclaimer of beneficial ownership hereinafter set forth, the Reporting Person hereby reports beneficial ownership of 307,650 shares of Stock in the manner hereinafter described:
Percentage of Relationship to Number of Outstanding Shares Held in Name of Reporting Person Shares Securities ---------------------- ---------------- ------ ---------- Woodbourne Partners L.P.(1) Partnership 156,450 6.42% Controlled by Reporting Person Paula K. Weil Sister 45,000 1.85% Richard K. Weil, Jr. Brother 49,500 2.03% Mark S. Weil Brother 45,000 1.85% Victoria L. Weil Daughter 6,000 .25% Gideon J. Weil Son 5,700 .23% -------- ------ TOTAL 307,650 12.63% ======== ======
The foregoing percentages assume that the Issuer has 2,436,379 shares of Stock outstanding. All shares of Stock held in the name of family members of the Reporting Person are reported as beneficially owned by the Reporting Person because those family members may seek investment advise or voting advice of the Reporting Person. All shares of Stock held in the name of the partnership controlled by the Reporting Person are reported as beneficially owned by the Reporting - -------------------- (1) On November 1, 1996, all shares of Stock previously reported as beneficially owned by the Reporting Person, members of his family (other than Shares of Stock held by the Reporting Person's family members as reported in Item 5 above) or family trusts were transferred to Woodbourne Partners, L.P. 5 CUSIP NO. 57755100 Page 5 of 5 Person because, as the sole shareholder of the corporate general partner of such partnership, the Reporting Person has voting and investment power with respect to the shares of Stock owned by such partnership. Except for shares of Stock held in the name of the partnership controlled by the Reporting Person, there is no written document or agreement conferring the right of the Reporting Person to acquire or dispose of the Stock or giving the Reporting Person the right to vote such shares of Stock. AS PROVIDED IN S.E.C. REGULATION ss.240.13d-4, THE REPORTING PERSON HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT HE IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT. (b) Subject to the above disclaimer of beneficial ownership, for each person named in paragraph (a), the number of shares of Stock as to which there is sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition, is the same as in paragraph (a). (c) Not Applicable. (d) Not applicable. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Reporting Person is sole shareholder of the corporate general partner of the partnership mentioned in Item 5. The Reporting Person is related to all other persons mentioned in Item 5. 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. /s/ John D. Weil ---------------------- John D. Weil June 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----