-----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, Mp46cpfLI9kh/ai3EqRUtDqbcD2ZWSHI+8JS7sBnnZfZyaHyL+iTu4ZGV2lbRjBS SV5e3SPkXApmP/xrEsC0OA== 0000950146-97-001674.txt : 19971113 0000950146-97-001674.hdr.sgml : 19971113 ACCESSION NUMBER: 0000950146-97-001674 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971113 SROS: NONE GROUP MEMBERS: THOMAS WILMER J JR GROUP MEMBERS: WILMER J. THOMAS, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN COUNTRY HOLDINGS INC CENTRAL INDEX KEY: 0000315411 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 060995978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44649 FILM NUMBER: 97716244 BUSINESS ADDRESS: STREET 1: 222 N LASALLE STREET STREET 2: C/O JOHN DE ELORZA CITY: CHICAGO STATE: IL ZIP: 60601-1105 BUSINESS PHONE: 3124562000 MAIL ADDRESS: STREET 1: 222 N LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60601-1105 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN SYSTEMS CORP DATE OF NAME CHANGE: 19970326 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN TRANSMEDIA CO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: VIGILANCE SYSTEMS CORP DATE OF NAME CHANGE: 19920202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS WILMER J JR CENTRAL INDEX KEY: 0001004065 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 272 UNDER MOUNTAIN RD CITY: SALISBURY STATE: CT ZIP: 06068 MAIL ADDRESS: STREET 1: 272 UNDER MOUNTAIN RD CITY: SALISBURY STATE: CT ZIP: 06068 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AMERICAN COUNTRY HOLDINGS INC. (formerly, The Western Systems Corp.) - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 025278 10 2 ------------------------------------------------------------ (CUSIP Number) November 11, 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 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. (Continued on following pages) (Page 1 of 6 Pages) - ------------------ * 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 (the "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). SCHEDULE 13D |-----------------------| |--------------------------| |CUSIP No. 025278 10 2 | | Page 2 of 6 Pages | |-----------------------| |--------------------------| |----------------------------------------------------------------------------| | | | | 1. | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | Wilmer J. Thomas, S.S. ####-##-#### | | | | |---------|------------------------------------------------------------------| | | | | 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]| | | (b) [ ]| |---------|------------------------------------------------------------------| | | | | 3. | SEC USE ONLY | | | | |---------|------------------------------------------------------------------| | | | | 4. | SOURCE OF FUNDS | | | | | | PF and BK | |---------|------------------------------------------------------------------| | | | | 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | | PURSUANT TO ITEM 2(D) OR 2(E) [ ] | |---------|------------------------------------------------------------------| | | | | 6. | CITIZENSHIP OR PLACE OF ORGANIZATION | | | | | | U.S.A. | | | | |----------------|-----|-----------------------------------------------------| | | | | | NUMBER OF | 7. | SOLE VOTING POWER | | | | | | SHARES | | 8,000,343 | | |-----|-----------------------------------------------------| | BENEFICIALLY | | | | | 8. | SHARED VOTING POWER | | OWNED BY EACH | | 0 | | |-----|-----------------------------------------------------| | REPORTING | | | | | 9. | SOLE DISPOSITIVE POWER | | PERSON | | | | | | 8,000,343 | | WITH |-----|-----------------------------------------------------| | | | | | | 10.| SHARED DISPOSITIVE POWER | | | | 0 | |----------------------------------------------------------------------------| | | | | 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | 8,000,343 | | | | |---------|------------------------------------------------------------------| | | | | 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) | | | EXCLUDES CERTAIN SHARES [ ] | | | | |---------|------------------------------------------------------------------| | | | | 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | | | | 25.0% | |---------|------------------------------------------------------------------| | | | | 14. | TYPE OF REPORTING PERSON | | | | | | IN | |----------------------------------------------------------------------------| Page 3 Item 1. The securities to which this Amendment No. 1 to Schedule 13D relate are the shares of Common Stock, $.01 par value per share (the "Common Stock"), of American Country Holdings Inc., a corporation organized under the laws of Delaware (the "Issuer"). The address of the Issuer's principal place of business is 222 N. LaSalle Street, Chicago, Illinois 60601-1105. This Amendment No. 1 to Schedule 13D is being filed to give notice of the dissolution of a "group" for purposes of Rule 13d-1 under the Securities Exchange Act of 1934, as amended. See the Agreement to Dissolve Group attached as Exhibit A hereto. Item 2. Identity and Background. The person signing this statement (the "Reporting Person") is: Wilmer J. Thomas, Jr. 272 Undermountain Road Salisbury, Connecticut 06068 Occupation: Investor Citizenship: United States The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding the Reporting Person was or is subject to a judgment, decree or final order enjoining future violation of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to any laws. Item 5. Interest and Securities of the Issuer. (a) The aggregate shares of Common Stock and the percentage of the total outstanding shares of Common Stock beneficially owned by the Reporting Person, based on the 31,937,815 shares of Common Stock outstanding on October 29, 1997, are set forth below: No. of Shares Percentage of Beneficially Owned Outstanding Shares ------------------ ------------------ 8,000,343 (1) 25.0% - ----------------- (1) Includes 2,272,727 shares owned by T.G.P. Associates Ltd. Partnership, a limited partnership for which the Reporting Person serves as general partner. Page 4 (b) The Reporting Person has sole power to vote or direct the vote and sole power to dispose of or direct the disposition of the shares of Common Stock beneficially owned by him. (c) No transactions were effected with respect to shares of Common Stock beneficially owned by the Reporting Person in the past 60 days. (d) Not applicable. (e) Not applicable. Item 7. Material to be Filed as Exhibits. A. Agreement to Dissolve Group among Frontier Insurance Group, Inc., Martin L. Solomon and Wilmer J. Thomas, Jr. Page 5 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. November 11, 1997 ------------------------- (Date) /s/ Wilmer J. Thomas, Jr. ------------------------- (Signature) Page 6 Exhibit A to Amendment No. 1 to Schedule 13D Agreement to Dissolve Group November 11, 1997 The undersigned hereby agree that they shall no longer be deemed a "group" for purposes of Rule 13d-1 under the Securities Exchange Act of 1934, as amended, and that all further filings with respect to transactions in the security reported on will be filed, if required, by the undersigned in their individual capacities. /s/ Martin L. Solomon ----------------------- Martin L. Solomon /s/ Wilmer J. Thomas, Jr. ------------------------- Wilmer J. Thomas, Jr. FRONTIER INSURANCE GROUP, INC. By: /s/ Peter H. Foley ---------------------------- Peter H. Foley Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----