-----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, Ru/1i5YZL1oR/FKEvhw5xH6iyWbcqOnJdq/YfP1vrIbKtB1htVYCG+CAAEHoiY7R ENRQngHCPmsKgLZZm2t34w== 0000913827-96-000008.txt : 19960403 0000913827-96-000008.hdr.sgml : 19960403 ACCESSION NUMBER: 0000913827-96-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960402 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED LIFE FINANCIAL CORP CENTRAL INDEX KEY: 0000912154 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 421406716 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44925 FILM NUMBER: 96543576 BUSINESS ADDRESS: STREET 1: 701 FIFTH AVE CITY: DES MOINES STATE: IA ZIP: 50391-2003 BUSINESS PHONE: 5152804211 MAIL ADDRESS: STREET 1: 701 FIFTH AVENUE CITY: DES MOINES STATE: IA ZIP: 50391-2003 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 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 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __) [1] ALLIED Life Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 019246107 (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) February 8, 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 [X]. (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 12 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). CUSIP No. 019246107 13D Page 2 of 12 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 232,600 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 232,600 11 Aggregate Amount Beneficially Owned By Each Reporting Person 232,600 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent Of Class Represented By Amount In Row (11) 5% 14 Type Of Reporting Person* IN * See Instructions Before Filling Out! CUSIP No. 019246107 13D Page 3 of 12 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 130,000 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 130,000 11 Aggregate Amount Beneficially Owned By Each Reporting Person 130,000 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent Of Class Represented By Amount In Row (11) 2.8% 14 Type Of Reporting Person* CO * See Instructions Before Filling Out! CUSIP No. 019246107 13D Page 4 of 12 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 130,000 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 130,000 11 Aggregate Amount Beneficially Owned By Each Reporting Person 130,000 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent Of Class Represented By Amount In Row (11) 2.8% 14 Type Of Reporting Person* PN * See Instructions Before Filling Out! CUSIP No. 019246107 13D Page 5 of 12 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 102,600 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 102,600 11 Aggregate Amount Beneficially Owned By Each Reporting Person 102,600 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent Of Class Represented By Amount In Row (11) 2.2% 14 Type Of Reporting Person* IV * See Instructions Before Filling Out! CUSIP No. 019246107 13D Page 6 of 12 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 None 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 102,600 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 102,600 11 Aggregate Amount Beneficially Owned By Each Reporting Person 102,600 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent Of Class Represented By Amount In Row (11) 2.2% 14 Type Of Reporting Person* CO * See Instructions Before Filling Out! ITEM 1. SECURITY AND ISSUER. This Schedule 13D is filed with respect to the common stock of ALLIED Life Financial Corporation ("Allied"), 701 Fifth Avenue, Des Moines, Iowa 50391. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed by Philo Smith, Philo Smith & Co., Inc., PSCO Partners Limited Partnership, PSCO Fund Limited and Philo Smith Capital Corporation. PSCO Partners Limited Partnership ("PSCO Partners") is a Connecticut limited partnership located at 2950 Summer Street, Stamford, Connecticut 06905. It is an investment partnership. Its General Partners are Philo Smith, an individual, and Philo Smith & Co., Inc., a Connecticut corporation (the "Company"), both located at 2950 Summer Street, Stamford, Connecticut 06905. The principal occupation of Philo Smith is to provide financial advisory services. The principal business of the Company is to engage in corporate finance activities, to act as General Partner of PSCO Partners, and to publish a monthly journal concerning the insurance industry. The directors of the Company are Philo Smith, James E. Inglis, 2950 Summer Street, Stamford, Connecticut 06905, whose principal occupation is acting as Vice President, Treasurer and Secretary of the Company, James A. Amen, 2950 Summer Street, Stamford, Connecticut 06905, whose principal occupation is acting as Vice President of the Company, and George M. Whitmore, Jr., 4 Cedarwood Drive, Greenwich, Connecticut 06830, a self-employed management consultant. The officers are Philo Smith, President, James E. Inglis, Vice President, Treasurer and Secretary, and James A. Amen, Vice President. PSCO Fund Limited is an open-end investment company incorporated in Bermuda and located at 6 Front Street, Hamilton 11, Bermuda. The principal business of PSCO Fund Limited is investment management. The directors of PSCO Fund Limited are Philo Smith, Dr. Ernst Baumgartner, employed by DUNA INVEST, 1010 Wien, Salztorgasse 5/2, Austria, Frank N.C. Lochan, Senior Vice President, Trilon Financial Corporation, BCE Place, 181 Bay Street, P.O. Box 771, Suite 4420, Toronto, Ontario, Canada M5J 2T3, John C.R. Collis, partner, Conyers, Dill & Pearman, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, and David T. Smith, Senior Manager, Corporate Trust, The Bank of Bermuda Limited, Bank of Bermuda Building, 6 Front Street, Hamilton HM 11, Bermuda. The officers of PSCO Fund Limited are Frank N.C. Lochan, Chairman and President, and David T. Smith, Vice President and Secretary. Page 7 of 12 Pages The investment advisor for PSCO Fund Limited is Philo Smith Capital Corporation, a Connecticut corporation ("Capital"), located at 2950 Summer Street, Stamford, Connecticut, 06905. The principal business of Capital is investment management and corporate finance. The directors of Capital are Philo Smith, James E. Inglis, James A. Amen, and George M. Whitmore, Jr. The officers of Capital are Philo Smith, President, James E. Inglis, Vice President, Treasurer and Secretary, and James A. Amen, Vice President. None of the reporting persons nor any of the other persons identified in this item has been convicted, during the past five years, in a criminal proceeding (excluding traffic violations or similar misdemeanors). None, during the past five years, has been a party to a civil proceeding resulting in a judgment, decree or final order relating to securities laws. Each natural person identified above is a U.S. citizen except for Frank N.C. Lochan, a Canadian citizen, Dr. Ernst Baumgartner, an Austrian citizen and John C.R. Collis and David T. Smith, both of whom are British citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The amount of funds expended for the shares of common stock of Allied held by PSCO Partners was approximately $2,205,374 (including commissions). PSCO Partners used cash available to it for such purchases, and no borrowed funds were involved. The amount of funds expended for the shares of common stock of Allied held by PSCO Fund Limited was approximately $1,727,765 (including commissions). PSCO Fund Limited used cash available to it for such purchases, and no borrowed funds were involved. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the purchases by the reporting persons has been to acquire shares for investment. Philo Smith, the Company, PSCO Partners, PSCO Fund Limited and Capital may purchase additional shares of Allied, from time to time, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. Although none of these persons has a present intention to sell the shares anticipated to be acquired, one or all of them might determine to sell some or all of such shares based upon need for funds, price, and similar factors. Page 8 of 12 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. PSCO Partners owns 130,000 shares of Allied common stock, or approximately 2.8% of the outstanding shares of that class. PSCO Fund Limited owns 102,600 shares of Allied common stock, or approximately 2.2% of the outstanding shares of that class. Philo Smith and the Company share voting and investment power with respect to shares held by PSCO Partners. Philo Smith and Capital share voting and investment power with respect to shares held by PSCO Fund Limited. With respect to shares held by PSCO Partners and PSCO Fund Limited, no person other than the holder has the right or power to receive dividends from, or proceeds from the sale of, shares of Allied. By virtue of the investment and voting arrangement described above, Philo Smith and the Company beneficially own 130,000 shares of the common stock of Allied, or approximately 2.8% of the outstanding, held by PSCO Partners, and Philo Smith and Capital beneficially own 102,600 shares of the common stock of Allied, or approximately 2.2% of the outstanding, held by PSCO Fund Limited. In the past sixty days, PSCO Partners has effected the following transaction in the common stock of Allied, which was a sale through a normal brokerage transaction in the over-the-counter market: Trade Date Number of Shares Price 2/08/96 100,900 17 1/8 In the past sixty days, PSCO Fund Limited has effected the following transactions in the common stock of Allied, each a sale through a normal brokerage transaction in the over-the-counter market: Trade Date Number of Shares Price 1/30/96 2,500 17 3/8 2/08/96 43,400 17 1/8 Each filing party disclaims membership with any other filing party in a "group", as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 and the rules promulgated thereunder. PSCO Partners and PSCO Fund Limited own their respective shares of Allied separately from each other. Although they have a common investment advisor, from whom each takes its name, and common investment goals, PSCO Partners and PSCO Fund Limited have no agreement or understanding for concerted action in acquiring, holding or disposing of shares of the common stock of Allied. Page 9 of 12 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Apart from the agreements and relationship described above in this Schedule and the agreements between (a) the Company and PSCO Partners and (b) Capital and PSCO Fund Limited, there is no contract, arrangement, understanding or relationship among Philo Smith, the Company, PSCO Partners, PSCO Fund Limited, and Capital, nor between those parties collectively and any other person, with respect to the common stock of Allied. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A: Consent to joint filing. Page 10 of 12 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 April, 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 FUND LIMITED By: /s/ Philo Smith Philo Smith, General Manager PHILO SMITH CAPITAL CORPORATION By: /s/ Philo Smith Philo Smith, President Page 11 of 12 Pages CONSENT TO JOINT FILING The undersigned agree and confirm that the Schedule 13D with respect to the common stock of ALLIED Life Financial Corporation, to which this consent is attached as an exhibit is, and subsequent amendments thereof will be, filed on behalf of each of the undersigned. Dated this 1st day of April, 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 FUND LIMITED By: /s/ Philo Smith Philo Smith, General Manager PHILO SMITH CAPITAL CORPORATION By: /s/ Philo Smith Philo Smith, President Page 12 of 12 Pages [L250895.2] -----END PRIVACY-ENHANCED MESSAGE-----