-----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, EQU7PDDdZnPQiP8YFK9YRv/VA/kH1lLjCSGrkeOHPzejlswgJLPj1aRJEymk44IE ZSIRmlho8ZVqrfEJ7Tfn8w== 0000912057-01-517361.txt : 20010524 0000912057-01-517361.hdr.sgml : 20010524 ACCESSION NUMBER: 0000912057-01-517361 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED FIRE & CASUALTY CO CENTRAL INDEX KEY: 0000101199 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 420644327 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-03291 FILM NUMBER: 1646722 BUSINESS ADDRESS: STREET 1: 118 SECOND AVE SE CITY: CEDAR RAPIDS STATE: IA ZIP: 52407 BUSINESS PHONE: 3193995700 MAIL ADDRESS: STREET 1: P O BOX 73909 CITY: CEDAR RAPIDS STATE: IA ZIP: 52407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CGU CORP CENTRAL INDEX KEY: 0001141217 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE BEACON STREET CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6177256000 MAIL ADDRESS: STREET 1: ONE BEACON STREET CITY: BOSTON STATE: MA ZIP: 02108 SC 13D/A 1 a2050377zsc13da.txt SCHEDULE 13D/A SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) UNITED FIRE & CASUALTY COMPANY ------------------------------ (Name of Issuer) COMMON STOCK, PAR VALUE $3.33 PER SHARE --------------------------------------- (Title of Class of Securities) 910331107 --------- (CUSIP Number) Roger M. Singer General Counsel and Senior Vice President CGU Corporation One Beacon Street Boston, MA 02108-3100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 29, 1998 ------------------------------ (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 this 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. CUSIP NO. 910331107 - -------------------------------------------------------------------------------- (1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person CGU Corporation ("CGU") 51-0109776 (merged with General Accident Corporation of America on June 2, 1998) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) _____________ of a Group (See Instructions) ___________________________________(b)_______________ - -------------------------------------------------------------------------------- (3) (SEC Use Only) - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 0 by Each Reporting --------------------------- Person With (8) Shared Voting Power 2,025,680 -------------------------- (9) Sole Dispositive Power 0 -------------------------- (10) Shared Dispositive Power 2,025,680 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,025,680 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) Approximately 20.2% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) HC, CO - -------------------------------------------------------------------------------- 2 CUSIP NO. 910331107 - -------------------------------------------------------------------------------- (1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person CGU Insurance Company ("CGUIC") 23-1502700 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) _____________ of a Group (See Instructions) ___________________________________(b)_______________ - -------------------------------------------------------------------------------- (3) (SEC Use Only) - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Pennsylvania - -------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 0 by Each Reporting --------------------------- Person With (8) Shared Voting Power 2,025,680 --------------------------- (9) Sole Dispositive Power 0 --------------------------- (10) Shared Dispositive Power 2,025,680 --------------------------- - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,025,680 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) Approximately 20.2% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IC, CO - -------------------------------------------------------------------------------- 3 ONLY ITEMS REPORTED IN THIS AMENDMENT NO. 2 TO SCHEDULE 13D ARE AMENDED FROM THE FILING ON SCHEDULE 13D DATED JANUARY 15, 1988 (THE "ORIGINAL FILING"), AS AMENDED BY AMENDMENT NO. 1 DATED FEBRUARY 10, 1995 (AS SO AMENDED, THE "SCHEDULE 13D"), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY CGU, WITH RESPECT TO THE COMMON STOCK, PAR VALUE $3.33 PER SHARE, OF UNITED FIRE & CASUALTY COMPANY, AN IOWA CORPORATION. ALL OTHER ITEMS REMAIN UNCHANGED. UNLESS OTHERWISE SPECIFIED, ALL DEFINED TERMS USED HEREIN HAVE THE MEANING PREVIOUSLY ASCRIBED TO THEM IN THE SCHEDULE 13D. ALL SHARE NUMBERS AND SHARE PRICES IN THIS FILING REFLECT COMMON STOCK SPLITS THAT HAVE OCCURRED SINCE THE ORIGINAL FILING. ITEM 2. IDENTITY AND BACKGROUND. The persons filing this Amendment No. 2 are CGU (a Delaware corporation) and CGUIC (a Pennsylvania corporation), collectively referred to herein as the "Reporting Persons". CGUIC is a direct wholly-owned subsidiary of CGU. CGU is a property and casualty holding company. The principal business and office address of CGU is One Beacon Street, Boston, MA 02108-3100 and the principal business and office address of CGUIC is 436 Walnut Street, Philadelphia, PA 19106-3786. Information with respect to each executive officer and director of each of the Reporting Persons, including each such officer's and director's name, residence or business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship, is set forth in Schedule I attached to this Amendment No. 2, which Schedule I is incorporated herein by reference. 4 None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any executive officer or director of any of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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 violation with respect to such laws. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As reported by the Issuer in its Form 10-Q filed May 15, 2001, 10,035,819 shares of the Issuer's Common Stock ("Common Stock") were outstanding on May 5, 2001. As of the date of this Amendment No. 2, CGU owned no shares of record of Common Stock and beneficially owns, through CGUIC, 2,025,680 shares of Common Stock which represented 20.2% of the total Common Stock outstanding at March 31, 2001. As of the date of this Amendment, none of the persons listed on Schedule I to the Schedule 13D beneficially owns any shares of Common Stock. (b) CGU and CGUIC share the power to vote or to direct the vote of, and shares the power to dispose or to direct the disposition of the 2,025,680 shares of Common Stock specified in paragraph (a). See Item 2. (c) On June 2, 1998 CGU acquired General Accident Insurance Company of America ("GAIC") through its merger with General Accident Corporation of America. On June 29, 1998 GAIC sold 625,000 shares of Common Stock to a third party in a private transaction for cash proceeds of $26,250,000, or $42.00 per share. During 1999, GAIC transferred its ownership in the Common Stock to CGUIC. (d) None (e) Not Applicable 5 SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 23, 2001 CGU CORPORATION BY: /s/ Roger M. Singer ------------------------------------------ Name: Roger M. Singer Title: Senior Vice President, General Counsel and Secretary CGU INSURANCE COMPANY BY: /s/ Roger M. Singer ------------------------------------------ Name: Roger M. Singer Title: Senior Vice President, General Counsel and Director 6 SCHEDULE I TO SCHEDULE 13D Following is a list of the directors and executive officers of CGU Corporation ("CGU") and CGU Insurance Company ("CGUIC") setting forth the business address and present principal occupation or employment (and the name, principal business and address of any corporation or organization in which such employment is conducted) of each such person. Each such person is a citizen of the USA, except Robert A. Scott, Director at CGUIC, who is a citizen of the UK.
Name and Present Principal Business Address Office Occupation or Employment - ---------------- ------ ------------------------ CGU - --- Walter E. Farnam Chairman of the Board and Chairman of the Board and CGU Insurance Company Director Director One Beacon Street Boston, MA 02108 Robert C. Gowdy President, Chief Executive President, Chief Executive CGU Insurance Company Officer and Director Officer and Director One Beacon Street Boston, MA 02108 Roger M. Singer Senior Vice President, General Senior Vice President, General CGU Insurance Company Counsel and Secretary Counsel and Secretary One Beacon Street Boston, MA 02108 John A. Weber Senior Vice President and Senior Vice President and CGU Insurance Company Chief Investment Officer Chief Investment Officer One Beacon Street Boston, MA 02108 Richard C. Hirtle Treasurer Treasurer CGU Insurance Company One Beacon Street Boston, MA 02108 John C. Bogle Director Founder of the Vanguard Vanguard Financial Center Group of Investment Companies P.O. Box 2600 Valley Forge, PA 19482 Allerton Cushman, Jr. Director Advisory Director Morgan Stanley & Co., Inc. 1585 Broadway, 15th floor New York, NY 10036-8293 Nader F. Darehshori Director Chairman, President and Chief Houghton Mifflin Company Executive Officer 222 Berkeley Street Boston, MA 02116
7 SCHEDULE I TO SCHEDULE 13D (CONT.)
Name and Present Principal Business Address Office Occupation or Employment - ---------------- ------ ------------------------ John R. Dunne Director Counsel Whiteman Osterman & Hanna One Commerce Plaza Albany, NY 12260 Richard H. Glanton Director Partner Reed Smith LLP 2500 Liberty Space 1650 Market Street Philadelphia, PA 19103-7301 Nancy Hawthorne Director N/A 60 Hyslop Road Brookline, MA 02445-5725 John B. Neff Director Consultant Wellington Management Company Radnor Corporate Center Building 2, Suite 300 100 Matsonford Road Radnor, PA 19087-4609 Robert A. Scott Director N/A Auchterarder Road Dunning, Scotland CGUIC - ----- Robert C. Gowdy Chairman of the Board, (see above) (see above) President, Chief Executive Officer and Director Roger M. Singer Senior Vice President, General (see above) (see above) Counsel and Director John A. Weber Senior Vice President, Chief (see above) (see above) Investment Officer and Director Richard C. Hirtle Treasurer (see above) (see above) David L. Miller Senior Vice President and Senior Vice President and CGU Insurance Company Chief Actuary Chief Actuary One Beacon Street Boston, MA 02108
8 SCHEDULE I TO SCHEDULE 13D (CONT.)
Name and Present Principal Business Address Office Occupation or Employment - ---------------- ------ ------------------------ Richard S. Banas Director Senior Vice President CGU Insurance Company One Beacon Street Boston, MA 02108 Vincent A. Brazauskas Director Senior Vice President CGU Insurance Company One Beacon Street Boston, MA 02108 John F. Doyle, Jr. Director Senior Vice President CGU Insurance Company One Beacon Street Boston, MA 02108 Richard A. Jordan Director Senior Vice President CGU Insurance Company One Beacon Street Boston, MA 02108 Janice Kwasniak Director Senior Vice President CGU Insurance Company One Beacon Street Boston, MA 02108 David N. Ladd Director Senior Vice President CGU Insurance Company One Beacon Street Boston, MA 02108
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