SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
Highlands Insurance Group, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
431032101
(CUSIP Number)
June 11, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 11 pages
<PAGE>
CUSIP No. 431032101 13G Page 2 of 11 Pages
- -------------------- ------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Waveland Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 817,300 shares of Common Stock
OWNED BY
EACH
REPORTING 6 SHARED VOTING POWER
PERSON
WITH -0- shares of Common Stock
7 SOLE DISPOSITIVE POWER
817,300 shares of Common Stock
8 SHARED DISPOSITIVE POWER
-0- shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,300 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% of the Common Stock
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11 pages
<PAGE>
CUSIP No. 431032101 13G Page 3 of 11 Pages
- -------------------- ------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Waveland Capital Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 817,300 shares of Common Stock
OWNED BY
EACH
REPORTING 6 SHARED VOTING POWER
PERSON
WITH -0- shares of Common Stock
7 SOLE DISPOSITIVE POWER
817,300 shares of Common Stock
8 SHARED DISPOSITIVE POWER
-0- shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,300 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% of the Common Stock
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 11 pages
<PAGE>
CUSIP No. 431032101 13G Page 4 of 11 Pages
- -------------------- ------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Clincher Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 817,300 shares of Common Stock
OWNED BY
EACH
REPORTING 6 SHARED VOTING POWER
PERSON
WITH -0- shares of Common Stock
7 SOLE DISPOSITIVE POWER
817,300 shares of Common Stock
8 SHARED DISPOSITIVE POWER
-0- shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,300 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% of the Common Stock
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 11 pages
<PAGE>
CUSIP No. 431032101 13G Page 5 of 11 Pages
- -------------------- ------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Waveland Capital Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 817,300 shares of Common Stock
OWNED BY
EACH
REPORTING 6 SHARED VOTING POWER
PERSON
WITH -0- shares of Common Stock
7 SOLE DISPOSITIVE POWER
817,300 shares of Common Stock
8 SHARED DISPOSITIVE POWER
-0- shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,300 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% of the Common Stock
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 11 pages
<PAGE>
CUSIP No. 431032101 13G Page 6 of 11 Pages
- -------------------- ------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Waveland Partners, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 817,300 shares of Common Stock
OWNED BY
EACH
REPORTING 6 SHARED VOTING POWER
PERSON
WITH -0- shares of Common Stock
7 SOLE DISPOSITIVE POWER
817,300 shares of Common Stock
8 SHARED DISPOSITIVE POWER
-0- shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,300 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% of the Common Stock
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 11 pages
<PAGE>
CUSIP No. 431032101 13G Page 7 of 11 Pages
- -------------------- ------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Waveland International, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 817,300 shares of Common Stock
OWNED BY
EACH
REPORTING 6 SHARED VOTING POWER
PERSON
WITH -0- shares of Common Stock
7 SOLE DISPOSITIVE POWER
817,300 shares of Common Stock
8 SHARED DISPOSITIVE POWER
-0- shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
817,300 shares of Common Stock
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3% of the Common Stock
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 11 pages
<PAGE>
Item 1(a). Name of Issuer:
Highlands Insurance Group, Inc.
(b). Address of Issuer's Principal Executive Offices:
1000 Lenox Drive, Lawrenceville, New Jersey 08648
Item 2(a). Name of Person Filing:
This statement is being filed by Waveland International,
Ltd., a Cayman Islands exempted company ("Waveland
International"), Waveland Partners L.P., an Illinois
limited partnership ("Waveland"), Waveland Capital
Management, L.P., an Illinois limited partnership
("Waveland Capital"), Clincher Capital Corporation, an
Illinois corporation ("Clincher"), Waveland Capital
Management, LLC, an Illinois limited liability company
("Waveland LLC") and Waveland Partners, Ltd., a Cayman
Islands exempted company ("Partners Ltd." and together
with Waveland International, Waveland, Waveland Capital,
Clincher and Waveland LLC, the "reporting persons").
(b). Address of Principal Business Office or, if None, Residence:
227 W. Monroe, Suite 4800, Chicago, Illinois 60606
(c). Citizenship:
Waveland International, Ltd. Cayman Islands
Waveland Partners, L.P. Illinois
Waveland Capital Management, L.P. Illinois
Clincher Corporation Illinois
Waveland Capital Management, LLC Illinois
Waveland Partners, Ltd. Cayman Islands
(d). Title of Class of Securities:
Common Stock, $.01 par value per share ("Common Stock")
(e). CUSIP Number:
431032101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
Page 8 of 11 pages
<PAGE>
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d- 1(b)(1)(ii)(F);
(g) [ ] An parent holding company or control person in
accordance with Rule 13d- 1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a). Amount Beneficially Owned:
Waveland International has acquired 817,300 shares of
Common Stock. Each of the other reporting persons may be
deemed to share beneficial ownership of the Common Stock
acquired by Waveland International.
(b). Percent of Class:
6.3% of the Common Stock determined in accordance with
the provisions of Rule 13d-1 promulgated under the Act.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote:
The reporting persons have the sole power to
vote or direct the vote of 817,300 shares of
Common Stock.
(ii). Shared power to vote or to direct the vote:
None.
(iii). Sole power to dispose or to direct the disposition of:
The reporting persons have the sole power to
dispose or to direct the disposition of 817,300
shares of Common Stock.
(iv). Shared power to dispose or to direct the disposition of:
None.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Page 9 of 11 pages
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
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.
Date: June 22, 1999
WAVELAND PARTNERS, L.P.
By: Waveland Capital Management, L.P.
Its: General Partner
By: Clincher Capital Corporation
Its: General Partner
By: David S. Richter
-----------------------------
David S. Richter, President
WAVELAND CAPITAL MANAGEMENT, L.P.
By: Clincher Capital Corporation
Its: General Partner
By: David S. Richter
-----------------------------
David S. Richter, President
Page 10 of 11 pages
<PAGE>
CLINCHER CAPITAL CORPORATION
By: David S. Richter
-----------------------------
David S. Richter, President
WAVELAND CAPITAL MANAGEMENT, LLC
By: David S. Richter
-----------------------------
David S. Richter, Manager
WAVELAND PARTNERS, LTD.
By: David S. Richter
-----------------------------
David S. Richter, Director
WAVELAND INTERNATIONAL, LTD.
By: David S. Richter
-----------------------------
David S. Richter, Director
Page 11 of 11 pages
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, each of the persons named below agrees to
the joint filing of a Statement on Schedule 13G (including amendments
thereto) with respect to the Common Stock, par value $0.01 per share, of
Highlands Insurance Group, Inc., a Delaware corporation, and further agrees
that this Joint Filing Agreement be included as an exhibit to such filings
provided that, as contemplated by Section 13d-1(f)(l)(ii), no person shall
be responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or
has reason to believe that such information is inaccurate. This Joint
Filing may be executed in any number of counterparts, all of which together
shall constitute one and the same instrument.
Dated: June 22, 1999
WAVELAND PARTNERS, L.P.
By: Waveland Capital Management, L.P.
Its: General Partner
By: Clincher Capital Corporation
Its: General Partner
By: David S. Richter
-------------------------
David S. Richter, President
WAVELAND CAPITAL MANAGEMENT, L.P.
By: Clincher Capital Corporation
Its: General Partner
By: David S. Richter
-------------------------
David S. Richter, President
CLINCHER CAPITAL CORPORATION
By: David S. Richter
-------------------------
David S. Richter, President
Page 1
<PAGE>
WAVELAND CAPITAL MANAGEMENT, LLC
By: David S. Richter
-------------------------
David S. Richter, Manager
WAVELAND PARTNERS, LTD.
By: David S. Richter
-------------------------
David S. Richter, Director
WAVELAND INTERNATIONAL, LTD.
By: David S. Richter
-------------------------
David S. Richter, Director
Page 2
