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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
-------
UNITED FIRE & CASUALTY COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $3.33 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
910331107
-------------------------------------------------------
(CUSIP Number)
Randall E. Dyen, Esquire, Senior Vice President, Secretary and General Counsel
General Accident Insurance Company of America
436 Walnut Street, Philadelphia, Pennsylvania 19105
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 6, 1994
-------------------------------------------------------
(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 / /. (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.
* 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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 910331107 Page 2 of 13 Pages
------------------- ----- ------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
General Accident Corporation of America
EIN 23-2265285
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) / /
(b) / /
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL
5 PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER 7
OF
------------------------------------------------------
SHARES SHARED VOTING POWER
8
BENEFICIALLY 1,178,080
OWNED BY ------------------------------------------------------
SOLE DISPOSITIVE POWER
EACH 9
REPORTING
------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
10
WITH 1,178,080
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
11
1,178,080
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
24.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC
------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 7
<PAGE> 3
SCHEDULE 13D
CUSIP No. 91033107 Page 3 of 13 Pages
--------------- ----- ------
- -------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
General Accident Insurance Company of America
EIN 23-1502700
- -------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a)/ /
(b)/ /
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL
5 PROCEEDINGS IS REQUIRED PURSUANT / /
TO ITEMS 2(d) or 2(e)
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Pennsylvania
- -------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER 7
OF --------------------------------------------------
SHARES SHARED VOTING POWER
8
BENEFICIALLY 1,178,800
--------------------------------------------------
OWNED BY
SOLE DISPOSITIVE POWER
EACH 9
REPORTING --------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
10
WITH 1,178,080
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
11
1,178,080
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
24.5%
- -------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 7
<PAGE> 4
Page 4 of 13 pages
This filing constitutes Amendment No. 1 to a Schedule 13D filed by the General
Accident Corporation of America and dated January 15, 1988 (the "Original
Filing"). This filing amends and, as amended, restates, the Original Filing.
Subsequent to the Original Filing, the Issuer split its shares 3-for-2. All
share numbers and share prices in this filing are reflected as though such
split had occurred prior to the Original Filing.
Item 1. Security and Issuer.
This statement relates to Common Stock, $3.33 1/3 par value
per share, of United Fire & Casualty Company (the "Issuer"). The address of
the principal executive offices of the issuer is 118 Second Avenue S.E., Cedar
Rapids, Iowa 52407.
Item 2. Identity and Background.
This Amendment No. 1 is filed by General Accident Corporation
of America, a Delaware corporation ("GACA") and General Accident Insurance
Company of America ("GAICA"), a Pennsylvania casualty insurer. GACA owns all
of the issued and outstanding voting securities of GAICA. GACA is a holding
company for GAICA. GAICA issues property and casualty insurance in markets
throughout the United States. The principal place of business of both GACA and
GAICA is 436 Walnut Street, Philadelphia, Pennsylvania 19105. All of the
issued and outstanding voting securities of GACA are owned by Scottish
Insurance Corporation, p.l.c., a United Kingdom business corporation ("SIC").
All of the issued and outstanding voting securities of SIC, except for
directors' qualifying shares, are owned by General Accident Fire & Life
Assurance Corporation, p.l.c., a United Kingdom casualty and life insurer
("GAFLAC"). All of the issued and outstanding shares of capital stock of
GAFLAC are owned by General Accident plc, a Scottish public company ("GAplc").
GAplc is the ultimate parent corporation of a world-wide group whose principal
activities are the transaction of insurance business of all classes, other than
the industrial life business, and the provision of financial services. GAplc
has over 35,000 holders of its equity securities. The voting securities of
GAplc are traded on the International Stock Exchange in London, England. The
address of the principal place of business of SIC, GAFLAC, and GAplc
Pitheavlis, Perth, Scotland PH2 ONH.
The name and business address and citizenship address of each
executive officer and director of GACA, GAICA, SIC, GAFLAC, and GAplc is as
follows:
<PAGE> 5
Page 5 of 13 pages
<TABLE>
<CAPTION>
RELATIONSHIP WITH GACA, GAICA, SIC, GAFLAC AND
NAME AND BUSINESS OR GAplc -- PRINCIPAL
RESIDENCE ADDRESS CITIZENSHIP OCCUPATION (IF DIFFERENT)
-------------------- ------------ ------------------------------------------
<S> <C> <C>
The Rt. Hon. The Earl of U.K. Chairman of the Board, GAFLAC, and GAplc
Airlie, D.L. Director, GACA and GAICA -- Lord Chamberlain
David George Patrick Coke Ogilvy
Lord Chamberlain
Lord Chamberlain's Office
St. James's Palace
London, England SW1
John C. Bogle U.S. Director, GACA and GAICA -- Chairman, The
The Vanguard Group of Vanguard Group of Investment Companies
Investment Cos. (investment company complex)
Post Office Box 2600
Valley Forge, PA 19482
Lyndon Bolton, Esquire U.K. Director, GAplc
Alliance Trust, p.l.c. Managing Director, Alliance Trust, plc
Meadow House (investment trust company)
64 Reform Street
Dundee, England DD1 1TJ
Mrs. Elizabeth L. Botting U.K. Director, GAplc
Gable House Chairman, Douglas Deankin
High Street Young Limited
Broadway
Worcestershire WR 12 7AL
Robert J. Bruce U.S. Director, GAICA and GACA
Widener University President, Widener University
One University Place
Chester, PA 19013
George A. Butler U.S. Director, GACA and GAICA --
Corestates Financial Corp. President Corestates Financial Corp.
P.O. Box 7558
Philadelphia, PA 19101
Sir Anthony Cleaver U.K. Director, GAplc
Shore House Chairman, IBM United Kingdom
Hook Park Holdings Limited
Warsash, Hauts 503 6HA
</TABLE>
<PAGE> 6
Page 6 of 13 pages
<TABLE>
<CAPTION>
RELATIONSHIP WITH GACA, GAICA, SIC, GAFLAC AND
NAME AND BUSINESS OR GAplc -- PRINCIPAL
RESIDENCE ADDRESS CITIZENSHIP OCCUPATION (IF DIFFERENT)
-------------------- ------------ ------------------------------------------
<S> <C> <C>
Frank J. Coyne U.S. Director GAICA and GACA --
GAICA President and Chief Operating
436 Walnut Street Officer of GAICA and GACA
Philadelphia, PA 19105
Diana M. Currie U.S. Sr. Vice President
GAICA GAICA and GACA
436 Walnut Street
Philadelphia, PA 19105
John J. DeStefano U.S. Sr. Vice President
GAICA GAICA and GACA
436 Walnut Street
Philadelphia, PA 19105
John F. Doyle, Jr. U.S. Sr. Vice President
GAICA GAICA and GACA
436 Walnut Street
Philadelphia, PA 19105
Randall E. Dyen U.S. Sr. Vice President, General
GAICA Counsel and Corporate Secretary,
436 Walnut Street GAICA and GACA
Philadelphia, PA 19105
William G. Eagleson, Jr. U.S. Director GACA and GAICA --
Chairman Emeritus Retired
Mellon Bank Corp.
Mellon Bank Center
Philadelphia, PA 19102
Walter E. Farnam U.S. Director, GAplc,
GAICA Chairman, GACA and GAICA;
436 Walnut Street Chief Executive Officer
Philadelphia, PA 19105 GAICA and GACA
Richard H. Glanton, Esq. U.S. Director, GACA and GAICA --
Reed, Smith, Shaw & McClay Partner, Reed, Smith
2500 One Liberty Place Shaw & McClay (law firm)
Philadelphia, PA 19103
</TABLE>
<PAGE> 7
Page 7 of 13 pages
<TABLE>
<CAPTION>
RELATIONSHIP WITH GACA, GAICA, SIC, GAFLAC AND
NAME AND BUSINESS OR GAplc -- PRINCIPAL
RESIDENCE ADDRESS CITIZENSHIP OCCUPATION (IF DIFFERENT)
-------------------- ------------ ------------------------------------------
<S> <C> <C>
Sir Nicholas P. Goodison U.K. Director, GAplc
Quilter Goodison Company Limited Director, Quilter Goodison
Gerrard House Company Limited
31-45 Gresham Street (Securities Firm)
London, England EC2V 7LH
Ms. Rosemarie B. Greco U.S. Director, GACA and GAICA --
Corestates Bank President and CEO Corestates Bank
Center Square West
1500 Market Street
Philadelphia, PA 19102
Barrie Holder U.K. Director, GAplc, GAFLAC and SIC
Greenknowe Deputy Chief Executive,
Corsiehill GAFLAC and GAplc
Perth, PH 2 7 BN
William B. Jenkins U.S. Sr. Vice President
GAICA GAICA and GACA
436 Walnut Street
Philadelphia, PA 19105
Robert A. Kerr U.S. Sr. Vice President
GAICA GAICA and GACA
436 Walnut Street
Philadelphia, PA 19105
James L. Kichline U.S. Director GAICA and GACA
Miller, Anderson & Sherrerd Partner, Miller Anderson
One Tower Bridge and Sherrard
West Conshohocken, PA 19428
Sir Norman Macfarlane U.K. Director, GAplc -- Chairman and
Macfarlane Group Managing Director, Macfarlane
(Clansman) p.l.c. Group, p.l.c.
Clansman House
Sutcliffe Road
Glasgow, Scotland G13 1AH
</TABLE>
<PAGE> 8
Page 8 of 13 pages
<TABLE>
<CAPTION>
RELATIONSHIP WITH GACA, GAICA, SIC, GAFLAC AND
NAME AND BUSINESS OR GAplc -- PRINCIPAL
RESIDENCE ADDRESS CITIZENSHIP OCCUPATION (IF DIFFERENT)
-------------------- ------------ ------------------------------------------
<S> <C> <C>
Laurence H. Major, Jr. U.S. Sr. Vice President
GAICA GAICA and GACA
436 Walnut Street
Philadelphia, PA 19105
J. Robert Malone U.S. Director, GACA and GAICA --
570 Sea Oak Drive Retired
Vero Beach, FL 32963
The Rt. Hon. The Earl U.K. Director, GAplc
of Mansfield First Crown Estates
William David Mungo James Commissioner and Chairman
Murray
Scone Palace
Perth, Scotland PH 2 6BE
Daniel J. McNamara, Esq. U.S. Director, GAICA and GACA
Hughes, Hubbard & Reed Attorney, Hughes Hubbard and Reed
One Battery Park Plaza
New York, New York 10004
Sir Peter Middleton U.K. Director, GAplc
Harrogate House, Flat 2 Chairman, Barclays deZoete Wedd
29 Sloane Square Limited
London SW1W 8 AE
George N. Morris U.S. Director, GAplc, GACA and GAICA;
GAICA Vice Chairman, GAICA and GACA
436 Walnut Street
Philadelphia, PA 19105
John J. Naughton U.S. Senior Vice President and
GAICA Treasurer, GAICA and GACA
436 Walnut Street
Philadelphia, PA 19105
John B. Neff U.S. Director, GAICA and GACA
Wellington Management Managing Partner and
100 Vanguard Blvd. Sr. Vice President Wellington
Malvern, PA 19355 Management
</TABLE>
<PAGE> 9
Page 9 of 13 pages
<TABLE>
<CAPTION>
RELATIONSHIP WITH GACA, GAICA, SIC, GAFLAC AND
NAME AND BUSINESS OR GAplc -- PRINCIPAL
RESIDENCE ADDRESS CITIZENSHIP OCCUPATION (IF DIFFERENT)
-------------------- ------------ ------------------------------------------
<S> <C> <C>
The Rt. Hon. The Lord U.K. Deputy Chairman GAplc,
Nickson, KBE and GAFLAC -- Chairman of
Scottish & Newcastle Clydsdale Bank
Breweries, p.l.c.
Abbey Brewery
Holyrood Road
Edinburgh, Scotland EH8 8YS
The Hon. Frederick R. Noel-Paton U.K. Director, GAplc
John Menzies, p.l.c. Managing Director, John
Princes Street Menzie, p.l.c. (retailing)
Edinburgh, Scotland EH 2 3AA
William N. Robertson U.K. Chairman and Chief Exec., SIC
Chief Executive Director, GAFLAC and GAplc
GAFLAC Chief Exec. GAFLAC and GAplc
Pitheavlis Director GAICA & GACA
Perth, Scotland PH 2 OHN
Robert A. Scott U.K. Director GAplc, GAFLAC and SIC
Glebe House Deputy Chief Exec.,
Auchterarder Road GAFLAC and GAplc
Dunning
Perthshire PH 2 ORJ
Edwin E. Tuttle U.S. Director, GACA and GAICA --
117 S. Sacramento Retired
Ventnor, NJ 08406
Richard A. Whitaker U.K. Secretary, GAFLAC, GAplc and SIC
GAFLAC
Pitheavlis
Perth, Scotland PH2 ONH
</TABLE>
None of the individuals or entities listed above were convicted of any crimes
other than minor traffic violations during the last five years and none were or
are subject to a judgment, decree or final order during the last five years
enjoining future violations of, or prohibiting or mandating activities subject
to, or finding any violation with respect to, federal or state securities laws.
<PAGE> 10
Page 10 of 13 pages
Item 3. Source and Amount of Funds or other Considerations.
Funds for the purchases disclosed in the Original Filing
aggregating $20,261,220 and funds for the purchases disclosed hereby
aggregating $5,961,063.50 were derived from internally generated funds of GAICA
available for investment.
Item 4. Purpose of Transaction.
The shares of Common Stock of the Issuer to which this filing
relates have been purchased by GACA and/or GAICA for investment purposes. The
reporting persons believe that the Common Stock of the Issuer represents an
attractive investment opportunity at this time. Although the purchase is for
investment, the continuing success of the Issuer may make further purchases,
and even the ultimate acquisition of the Issuer, desirable at some future date.
Except as set forth in this Item 4, neither of the reporting
persons, nor, to the best of the knowledge of either of the reporting persons,
any of their respective executive officers or directors, has any plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As previously reported in the Original Filing, in 1987
and 1988 GACA acquired beneficial ownership of 1,027,167 shares, constituting
21.3% of the Issuer's issued and outstanding Common Stock (based upon an
aggregate of 4,813,443 shares of Common Stock of the Issuer issued and
outstanding on November 4, 1994, as reflected in the Issuer's Form 10-Q for the
nine months ended September 30, 1994). 1,017,169.5 of such shares were covered
by the letter agreement described in response to Item 6 of the Original Filing
and annexed as Exhibit 1 to the Original Filing and 9997.5 of such shares were
acquired in open-market purchases described in the Original Filing and listed
in Item 5(c) hereof. All such shares were subsequently transferred by GACA to
its wholly-owned subsidiary, GAICA. As reflected in Item 5(c), on September 6,
1994, GAICA acquired an additional 150,913 shares in a private transaction,
constituting an additional 3.14% of the Issuer's issued and outstanding shares.
(b) By reason of its status as the owner of record of such
shares, GAICA may be deemed to have voting and dispositive power with respect
to the shares of the Common Stock of the Issuer identified in Item 5(c) hereof.
By reason of its status as the immediate parent company of GAICA, GACA may be
deemed to share such voting and dispositive power.
<PAGE> 11
Page 11 of 13 pages
(c) GACA acquired the right to acquire 1,017,169.5 shares of
Common Stock of the Issuer pursuant to the letter agreement, dated December 30,
1987, described in response to Item 6 of the Original Filing and annexed as
Exhibit 1 to the Original Filing. GACA also effected the following
previously-reported open-market purchases:
<TABLE>
<CAPTION>
Date Purchased Number of Shares Price Per Share
-------------- ---------------- ---------------
<S> <C> <C>
12-23-87 5,250 $16.583
1-12-88 4,747.5 17.917
</TABLE>
Subsequent to the Original Filing, all of the shares referred to above in this
Item 5(c) were transferred by GACA to GAICA.
On September 6, 1994, GAICA acquired 150,913 shares of the
Issuer in a private transaction at $39.50 per share.
(d) No person other than those entities identified in Item 2
hereof has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock of the
Issuer described in response to Item 5(c) hereof.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
GACA executed a letter agreement dated December 30, 1987 (the
"Agreement"), with Reliance Insurance Company ("Reliance"), pursuant to which
GACA agreed to purchase 1,017,169.5 shares of Common Stock of the Issuer from
Reliance at a price of $19.75 per share, or an aggregate purchase price of
$20,089,097.63. The Agreement was included in the Original Filing as Exhibit 1
thereto and the description below is qualified in its entirety by reference to
the Agreement. In addition to the terms of the Agreement described below, the
Agreement contained other provisions normally found in agreements of this type.
The Agreement provided for completion of the purchase provided
for therein on February 18, 1988, or, if earlier, the fifth business day after
all of the conditions of Reliance and GACA set forth therein had been satisfied
or waived. GACA had the right to extend such date until up to April 3, 1988
upon the payment of additional consideration.
<PAGE> 12
Page 12 of 13 pages
Completion of the purchase provided for by the Agreement was
subject to the conditions therein set forth, including but not limited to (a)
expiration of the waiting period under Section 7A of the Clayton Act (the "HSR
Act"), and (b) either (i) acceptance by the Iowa Department of Insurance (the
"Iowa Department") of GACA's disclaimer of control, or (ii) approval by the
Iowa Department of the purchase provided for by the Agreement. GACA made a
filing under the HSR Act on January 4, 1988. On January 5, 1988, the Iowa
Department issued an order permitting GACA to acquire and maintain ownership of
up to 20.1% of each class of voting securities of the Issuer now or hereafter
outstanding. On January 26, 1988, the HSR Act waiting period was terminated.
The purchase was completed on February 1, 1988.
Section 7(d) of the Agreement provided that in the event that,
on or prior to December 30, 1989, GACA, or any affiliate thereof, acquired or
agreed to acquire, shares of Common Stock of the Issuer at a price in excess of
$19.75 per share in connection with, or at a time when there had been proposed
(and not withdrawn), any merger or consolidation of the Issuer with or into
another corporation or entity, or any other extraordinary transaction therein
set forth, then GACA would have been required to pay Reliance additional
consideration for the shares of Common Stock to be purchased pursuant to the
Agreement as provided therein.
Item 7. Material to be Filed as Exhibits.
None.
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.
GENERAL ACCIDENT CORPORATION
OF AMERICA
By: /s/ GEORGE N. MORRIS
------------------------
February 10, 1995 George N. Morris
Vice Chairman
<PAGE> 13
Page 13 of 13 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.
GENERAL ACCIDENT INSURANCE
COMPANY OF AMERICA
By: /s/ GEORGE N. MORRIS
------------------------
February 10, 1995 George N. Morris
Vice Chairman
