SC 13D/A 1 merch5.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 5)* MERCHANTS GROUP, INC. _________________________________________________________________ Name of Issuer) Common Stock, $.01 Par Value Per Share _________________________________________________________________ (Title of Class of Securities 588539-10-6 ____________________________ (CUSIP Number) Brent D. Baird 1350 One M&T Plaza Buffalo, New York 14203 (Phone: (716) 849-1484) _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Not applicable _______________________ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the following box __. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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 ("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). FORM 13 D AMENDMENT NO. 5 CUSIP NO. 588539-10-6 INTRODUCTION NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL INTEREST. The purpose of this Schedule 13D Amendment No. 5 is to update the ownership of Shares of Common Stock ("Shares") of Merchants Group, Inc. (the "Issuer") by members of the Baird family and other persons (the "Reporting Persons"). In this Amendment No. 5 and in previous filings, multiple Reporting Persons have reported ownership of Shares in a combined Schedule 13D. The reason for a combined Schedule 13D is to disclose that the Reporting Persons are members of the Baird family or related entities. However, as stated above (see NOTE) and as stated in previous filings of the combined Schedule 13D by the Reporting Persons, the execution and submission of this Schedule 13D shall not be construed as a statement or admission that the Reporting Persons are acting as a group. Item 5, which reports beneficial ownership of Shares by certain Reporting Persons, is hereby amended as set forth below. It is intended that this Schedule 13D Amendment is applicable only to those Reporting Persons included in Item 5, and no statement is intended or implied as to the ownership of Shares by any other person. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended to read as follows: (a) The Reporting Persons hereby report beneficial ownership, in the manner hereinafter described, of 241,100 Shares of the Issuer. Such Shares are held as follows:
Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) Aries Hill Corp. 47,000 2.227% Brent D. Baird (2) 15,000 0.711% Anne S. Baird (i) individually 2,000 0.095% (ii) as trustee f/b/o Cameron D. Baird (3) 100 0.005% Jane D. Baird 19,000 0.900% Bridget B. Baird, as successor trustee (4) 14,000 0.663% Bruce C. Baird 5,000 0.237% Cameron D. Baird 4,000 0.190% First Carolina Investors, 135,000 6.397% Inc. TOTAL 241,100 11.425%
(1) The foregoing percentages assume that the number of Shares outstanding as of December 31, 2002 is 2,110,152 Shares. (2) 10,000 of such shares are held individually; 5,000 by a Trubee, Collins retirement fund for his benefit. (3) Cameron D. Baird is the sole beneficiary. (4) Jane D. Baird is the income beneficiary and the issue of Jane D. Baird are the remainder beneficiaries under a trust agreement dated 12/23/38. (b) For each person named in paragraph (a), that person has sole voting and sole dispositive power over the Shares enumerated in paragraph (a). (c) Not applicable. (d) Not applicable (e) Not applicable SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED this 31st day of March, 2003. ARIES HILL CORP. By: s/Brian D. Baird Brian D. Baird, Secretary Brent D. Baird; Anne S. Baird, individually and as trustee f/b/o Cameron D. Baird; Jane D. Baird; Bridget B. Baird, as Successor Trustee; Bruce C. Baird; and Cameron D. Baird By: s/Brian D. Baird Brian D. Baird, Attorney* FIRST CAROLINA INVESTORS, INC By: s/Brent D. Baird Brent D. Baird, Chairman * Powers of Attorney previously filed with the Securities and Exchange Commission