SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
OLD GUARD GROUP, INC.
_____________________________________________________________________________
(Name of Issuer)
Common Stock, no par value
_____________________________________________________________________________
(Title of Class of Securities)
679783-10-0
_____________________________________________________________________________
(CUSIP Number)
with a copy to:
Jonathan Gallen Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 891-2132 (973) 597-2424
_____________________________________________________________________________
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
February 26, 1999
______________________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-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 Section 240.13d-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).
<PAGE>
Cusip No. 679783-10-0
_____________________________________________________________________________
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons(entities only):
Jonathan Gallen
_____________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
_____________________________________________________________________________
3) SEC Use Only
_____________________________________________________________________________
4) Source of Funds (See Instructions): WC
_____________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
_____________________________________________________________________________
6) Citizenship or Place of Organization: United States
_____________________________________________________________________________
Number of 7) Sole Voting Power: 204,000*
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Shares Beneficially 8) Shared Voting Power:
Owned by _____________________________________________
Each Reporting 9) Sole Dispositive Power: 204,000*
_____________________________________________
Person With: 10) Shared Dispositive Power:
_____________________________________________
_____________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 204,000*
_____________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
_____________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11): 5.02%*
_____________________________________________________________________________
14) Type of Reporting Person (See Instructions): IA
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* As of February 26, 1999, Pequod Investments, L.P., a New York limited
partnership, was the holder of 101,500 shares of the common stock, no par
value, of Old Guard Group, Inc. (the "Shares") and Pequod International, Ltd.,
a corporation organized under the laws of the Bahamas, was the holder of
102,500 Shares. Jonathan Gallen possesses sole power to vote and direct the
disposition of all Shares held by Pequod Investments, L.P. and Pequod
International, Ltd. Accordingly, for the purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, Mr. Gallen is deemed to beneficially own
204,000 Shares.
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, no par value (the
"Shares"), of Old Guard Group, Inc. ("Old Guard"), whose principal
executive offices are located at 2929 Lititz Pike, Lancaster, Pennsylvania
17604.
Item 2. Identity and Background.
The person filing this statement is Jonathan Gallen, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Gallen
serves, indirectly through one or more entities, as the investment advisor
and exercises investment authority for Pequod Investments, L.P., a New York
limited partnership ("Pequod"), and for Pequod International, Ltd., a
corporation organized under the laws of the Bahamas ("International"). These
entities are engaged in the investment in personal property of all kinds,
including but not limited to capital stock, depository receipts, investment
companies, mutual funds, subscriptions, warrants, bonds, notes, debentures,
options and other securities of whatever kind and nature.
Mr. Gallen has never been convicted in any criminal proceeding, nor
has he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or
is now subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. Mr.
Gallen is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Pequod paid an aggregate of approximately $1,751,326 for the
101,500 Shares purchased by it and International paid an aggregate
of approximately $1,833,476 for the 102,500 Shares purchased by it. All funds
used to purchase Shares on behalf of Pequod and International have come
directly from the assets of Pequod or International, respectively.
Item 4. Purpose of Transaction.
The acquisition of the Shares by Pequod and International is
for investment purposes. Mr. Gallen has no present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon information provided by Old Guard, there were
4,060,236 Shares outstanding as of February 25, 1999.
<PAGE>
As of February 26, 1999, Pequod was the holder of 101,500
Shares and International was the holder of 102,500 Shares. Mr. Gallen
possesses sole power to vote and direct the disposition of all Shares held
by Pequod and International. Accordingly, as of February 26, 1999, for the
purposes of Rule 13d-3 of the Securities Exchange Act of 1934,
Mr. Gallen is deemed to beneficially own 204,000 Shares, or 5.02% of the
Shares issued and outstanding as of that date.
During the past sixty days, the only transactions in Shares by
Mr. Gallen or any person or entity controlled by him or any person or entity
for which he possesses voting or investment control over the securities
thereof, were as follows:
I. Pequod Investments, L.P.
(Purchases)
Date Quantity Price
January 21, 1999 1,000 $13.25
February 25, 1999 11,500 11.87
(Sales)
Date Quantity Price
January 1, 1999 11,000 $14.00(1)
II. Pequod International, Ltd.
(Purchases)
Date Quantity Price
January 1, 1999 11,000 $14.00(1)
January 21, 1999 1,000 13.25
February 25, 1999 11,500 11.87
February 26, 1999 1,000 12.37
(Sales)
None
_____________________________
(1) This transaction represents a transfer of Shares from Pequod
to International.
<PAGE>
Except as noted, all transactions listed in this Item 5 were effected
in ordinary brokerage transactions.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of Old Guard between Mr. Gallen and any
person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
March 4, 1999
/s/ Jonathan Gallen
Jonathan Gallen, individually and in
his capacity as the investment advisor
for Pequod Investments, L.P. and for
Pequod International, Ltd.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
