SECURITIES AND EXCHANGE COMMISSIONS
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AMENDMENT # 5
CONSUMERS FINANCIAL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
210520-10-2
(CUSIP Number)
Check the following box if a fee is being paid with this statement
CUSIP NO. 210520-10-2
1. Name of Reporting Person, SS or IRS ID No. of Above Person
Consumers Life Insurance Company
21-0706553
2. Check the Appropriate Box if a member of a Group
(a) x
(b)
3. SEC Use Only
4. Citizenship or Place of Organization - DELAWARE
Number of shares 5. Sole Voting Power - 38,317 shares
Beneficially Owned 6. Shared Voting Power - NONE
by Each Reporting 7. Sole Dispositive Power - 38,317 shares
Person With: 8. Shared Dispositive Power - NONE
9. Aggregate Amount Beneficially Owned by Each Reporting Person
384,638 shares * Includes shares beneficially owned by Consumers
Reinsurance Company, Investors Fidelity Life
Assurance Corp., IAA, Inc., Investors
Consolidated Reinsurance, Ltd. and Consumers
Car Care Corporation
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares N/A
11. Percent of Class Represented by Amount in Row 9 - 14.0%
12. Type of Reporting Person - IC
CUSIP NO. 210520-10-2
1. Name of Reporting Person, SS or IRS ID No. of Above Person:
Consumers Reinsurance Company
ID# 86-0414938
2. Check the Appropriate Box if a member of a Group
(a) x
(b)
3. SEC Use Only
4. Citizenship or Place of Organization - ARIZONA
Number of shares 5. Sole Voting Power - 251,035 shares
Beneficially Owned 6. Shared Voting Power - NONE
by Each Reporting 7. Sole Dispositive Power - 251,035 shares
Person With: 8. Shared Dispositive Power - NONE
9. Aggregate Amount Beneficially Owned by Each Reporting Person
171,920 shares * Includes shares beneficially owned by Consumers
Life Insurance Company, Investors Fidelity Life
Assurance Corp., IAA, Inc., Investors
Consolidated Reinsurance, Ltd. and Consumers
Car Care Corporation
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares N/A
11. Percent of Class Represented by Amount in Row 9 - 14.0%
12. Type of Reporting Person - IC
CUSIP NO. 210520-10-2
1. Name of Reporting Person, SS or IRS ID No. of Above Person:
Investors Fidelity Life Assurance Corp.
ID# 31-0646177
2. Check the Appropriate Box if a member of a Group
(a) x
(b)
3. SEC Use Only
4. Citizenship or Place of Organization - OHIO
Number of shares 5. Sole Voting Power - 76,000 shares
Beneficially Owned 6. Shared Voting Power - NONE
by Each Reporting 7. Sole Dispositive Power - 76,000 shares
Person With: 8. Shared Dispositive Power - NONE
9. Aggregate Amount Beneficially Owned by Each Reporting Person
346,955 shares * Includes shares beneficially owned by Consumers
Life Insurance Company, Consumers Reinsurance
Company, IAA, Inc., Investors Consolidated
Reinsurance, Ltd. and Consumers Car Care
Corporation
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares N/A
11. Percent of Class Represented by Amount in Row 9 - 14.0%
12. Type of Reporting Person - IC
CUSIP NO. 210520-10-2
1. Name of Reporting Person, SS or IRS ID No. of Above Person:
IAA, Inc.
ID# 25-1211251
2. Check the Appropriate Box if a member of a Group
(a) x
(b)
3. SEC Use Only
4. Citizenship or Place of Organization - PENNSYLVANIA
Number of shares 5. Sole Voting Power - 25,603 shares
Beneficially Owned 6. Shared Voting Power - NONE
by Each Reporting 7. Sole Dispositive Power - 25,603 shares
Person With: 8. Shared Dispositive Power - NONE
9. Aggregate Amount Beneficially Owned by Each Reporting Person
397,352 shares * Includes shares beneficially owned by Consumers
Life Insurance Company, Consumers Reinsurance
Company, Investors Fidelity Life Assurance Corp.,
Investors Consolidated Reinsurance, Ltd. and
Consumers Car Care Corporation
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares N/A
11. Percent of Class Represented by Amount in Row 9 - 14.0%
12. Type of Reporting Person - CO
CUSIP NO. 210520-10-2
1. Name of Reporting Person, SS or IRS ID No. of Above Person:
Investors Consolidated Reinsurance, Ltd.
ID# 31-1057420
2. Check the Appropriate Box if a member of a Group
(a) x
(b)
3. SEC Use Only
4. Citizenship or Place of Organization - Island of Nevis, British West Indies
Number of shares 5. Sole Voting Power - 17,000 shares
Beneficially Owned 6. Shared Voting Power - NONE
by Each Reporting 7. Sole Dispositive Power - 17,000 shares
Person With: 8. Shared Dispositive Power - NONE
9. Aggregate Amount Beneficially Owned by Each Reporting Person
405,955 shares * Includes shares beneficially owned by Consumers
Life Insurance Company, Consumers Reinsurance
Company, Investors Fidelity Life Assurance Corp.,
IAA, Inc. and Consumers Car Care Corporation
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares N/A
11. Percent of Class Represented by Amount in Row 9 - 14.0%
12. Type of Reporting Person - IC
CUSIP NO. 210520-10-2
1. Name of Reporting Person, SS or IRS ID No. of Above Person:
Consumers Car Care Corporation
ID# 23-1720565
2. Check the Appropriate Box if a member of a Group
(a) x
(b)
3. SEC Use Only
4. Citizenship or Place of Organization - PENNSYVLANIA
Number of shares 5. Sole Voting Power - 15,000 shares
Beneficially Owned 6. Shared Voting Power - NONE
by Each Reporting 7. Sole Dispositive Power - 15,000 shares
Person With: 8. Shared Dispositive Power - NONE
9. Aggregate Amount Beneficially Owned by Each Reporting Person
408,955 shares * Includes shares beneficially owned by Consumers
Life Insurance Company, Consumers Reinsurance
Company, Investors Fidelity Life Assurance Corp.,
IAA, Inc. and Investors Consolidated Reinsurance,
Ltd.
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares N/A
11. Percent of Class Represented by Amount in Row 9 - 14.0%
12. Type of Reporting Person - CO
ITEM 1(A). Name of Issuer:
CONSUMERS FINANCIAL CORPORATION
ITEM 1(B). Address of Issuer's Principal Executive Offices:
1200 Camp Hill By-Pass
P. O. Box 26
Camp Hill, PA 17001-0026
ITEM 2(A). Name of Person Filing:
Consumers Life Insurance Company ("Consumers Life") and
Consumers Reinsurance Company ("CRC")
Investors Fidelity Life Assurance Corp. ( IFLAC )
Interstate Auto Auction, Inc. ( IAA )
Investors Consolidated Reinsurance, Ltd. ( ICR )
Consumers Car Care Corporation ( CCCC )
ITEM 2(B). Address of Principal Business Office or, if none, Residence:
1200 Camp Hill By-Pass
P. O. Box 26
Camp Hill, PA 17001-0026
ITEM 2(C). Citizenship:
Consumers Life - Delaware
CRC - Arizona
IFLAC - Ohio
IAA - Pennsylvania
ICR - Island of Nevis, BWI
CCCC - Pennsylvania
ITEM 2(D). Title of Class of Securities:
Common Stock
ITEM 2(E). CUSIP Number: 210520 10 2
ITEM 3. If this Statement is filed pursuant to Rules 13d-1(b), or 13-2(b),
check whether the person filing is a:
_____(a) Broker or Dealer registered under Section 15 of the Act
_____(b) Bank as defined in section 3(a)(6) of the Act
_____(c) Insurance Company as defined in section 3(a) (19) of the Act
_____(d) Investment Company registered under section 8 of the
Investment Company Act
_____(e) Investment Advisor registered under section 203 of the
Investment Advisers Act of 940
_____(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see sub-section 240.13d-1(b)
(1)(ii)(F)
_____(g) Parent Holding Company, in accordance with sub-
section 240.13d-1(b)(ii)(G) (Note: See Item 7)
X (h) Group, in accordance with sub-section 240.13d-1(b)(ii)(H)
ITEM 4. Ownership as of December 31, 1997:
(a) Amount Beneficially Owned: 422,955
(b) Percent of Class: 14.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Consumers Life: 38,317
CRC: 251,035
IFLAC: 76,000
IAA: 25,603
ICR: 17,000
CCCC: 15,000
(ii) shared power to vote or to direct the vote:
Consumers Life: None
CRC: None
IFLAC: None
IAA: None
ICR: None
CCCC: None
(iii) sole power to dispose or to direct the disposition of:
Consumers Life: 38,317
CRC: 251,035
IFLAC: 76,000
IAA: 25,603
ICR: 17,000
CCCC: 15,000
(iv) shared power to dispose or to direct the disposition of:
Consumers Life: None
CRC: None
IFLAC: None
IAA: None
ICR: None
CCCC: 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
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
See Exhibit A
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 in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes 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.
CONSUMERS LIFE INSURANCE COMPANY
February 26, 1998 By /S/R. Fredric Zullinger
Senior Vice President
and Chief Financial Officer
CONSUMERS REINSURANCE COMPANY
February 26, 1998 By /S/R. Fredric Zullinger
Senior Vice President
and Chief Financial Officer
INVESTORS FIDELITY LIFE ASSURANCE CORP.
February 26, 1998 By /S/R. Fredric Zullinger
Senior Vice President
and Chief Financial Officer
IAA, INC.
February 26, 1998 By /S/R. Fredric Zullinger
Vice President and
Chief Financial Officer
INVESTORS CONSOLIDATED REINSURANCE, LTD.
February 26, 1998 By /S/R. Fredric Zullinger
Treasurer
CONSUMERS CARE CARE CORPORATION
February 26, 1998 By /S/R. Fredric Zullinger
Treasurer
Exhibit A
This Exhibit A sets forth the identity and Item 3 classification of each member
of the group:
Consumers Life Insurance Company, an insurance company
Consumers Reinsurance Company, an insurance company
Investors Fidelity Life Assurance Corp., an insurance company
IAA, Inc., a corporation
Investors Consolidated Reinsurance, Ltd., an insurance company
Consumers Car Care Corporation, a corporation
Exhibit B
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
each of the undersigned entities agrees that the statement to which this
Exhibit is attached is filed on its behalf.
CONSUMERS REINSURANCE COMPANY<PAGE>
February 26, 1998 By /S/R. Fredric Zullinger
Senior Vice President and
Chief Financial Officer
