UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
HIGHLANDS INSURANCE GROUP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01
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(Title of Class of Securities)
431032101
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(CUSIP Number)
December 31, 1999
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ X / Rule 13d-1(b)
/ / 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 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
CUSIP No. 431032101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Blavin & Company, Inc. (Tax ID: 061433471)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization Delaware Corporation
Number of 5. Sole Voting Power 793,321
Shares
Beneficially 6. Shared Voting Power
Owned by
Each 7. Sole Dispositive Power 793,321
Reporting
Person 8. Shared Dispositive Power
With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person
793,321
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) 0
11. Percent of Class Represented by Amount in Row (11) 5.7%
12. Type of Reporting Person (See Instructions) CO
CUSIP No. 431032101
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Paul W. Blavin
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3. SEC Use Only
4. Citizenship or Place of Organization United States
Number of 5. Sole Voting Power 793,321
Shares
Beneficially 6. Shared Voting Power
Owned by
Each 7. Sole Dispositive Power 793,321
Reporting
Person 8. Shared Dispositive Power
With:
9. Aggregate Amount Beneficially Owned by Each Reporting Person
793,321
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) 0
11. Percent of Class Represented by Amount in Row (11) 5.7%
12. Type of Reporting Person (See Instructions) IN
SCHEDULE 13G
This Schedule 13G (the "Schedule 13G") is being filed on behalf of
Blavin & Company, Inc., a Delaware corporation ("BCI"), and Mr. Paul W.
Blavin, the principal of BCI, relating to shares of common stock of
Highlands Insurance Group, Inc. (the "Issuer").
This Schedule 13G related to shares of Common Stock of the Issuer
purchased by BCI for the account of four institutional clients
for which BCI acts as investment advisor.
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
Blavin & Company, Inc. and Paul W. Blavin, as principal for
Blavin & Company, Inc.
(b) Address of Principal Business Office or, if none, Residence
The principal business address for both Blavin & Company, Inc.
and Paul W. Blavin 8800 North Gainey Center Drive, Suite 260,
Scottsdale, Arizona 85258.
(c) Citizenship
Blavin & Company, Inc. is a Delaware corporation. Mr. Blavin is
a citizen of the United States.
(d) Title of Class of Securities
Common Stock, par value $0.01 per share
(e) CUSIP Number
431032101
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c)
(d) / / Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e) / X / An investment adviser in accordance with Section240.13d-
1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance with
Section240.13d-1(b)(ii)(F).
(g) / / A parent holding company or control person in accordance with
Section240.13d-1(b)(1)(ii)(G).
(h) / / A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813.).
(i) / / A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. / /
Item 4. Ownership.
(a) Amount beneficially owned: 793,321
(b) Percent of class: 5.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 793,321
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the
disposition of: 793,321
(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
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
All securities reported in this schedule are owned by PWB and advisory
clients of Blavin & Company, Inc. To the knowledge of Blavin & Company,
Inc., no one advisory client owns more than 5% of the common stock.
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 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 acquired and are held in the
ordinary course of business and 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.
Exhibits Exhibit 1
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Joint Filing Agreement dated February 10, 2000 between Paul
W. Blavin and Blavin & Company, Inc.
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: February 10, 2000
Blavin & Company, Inc.
By: /s/ Paul W. Blavin
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Paul W. Blavin, President
/s/ Paul W. Blavin
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Paul W. Blavin
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including any and all
amendments thereto) with respect to the Common Stock, par value $0.01 per
share, of Highlands Insurance Group, Inc., a Delaware corporation, and
further agree that this Joint Filing Agreement shall be included as an
Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Statement on Schedule 13G and any amendments
thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
February 10, 2000.
Blavin & Company, Inc.
By: /s/ Paul W. Blavin
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Paul W. Blavin, President
/s/ Paul W. Blavin
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Paul W. Blavin
