UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
OLD GUARD GROUP, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
679783-10-0
(Cusip Number)
NOVEMBER 15, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Scheduled is filed:
[ ] Rule 13d-1(c) [X] 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).
<PAGE>
SCHEDULE 13G
CUSIP No. 679783-10-0 Page 2 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seymour Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
- 0 -
NUMBER OF 6 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH: 8 SHARED DISPOSITIVE POWER
-0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9))EXCLUDES CERTAIN SHARES*
[X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13G
CUSIP No. 679783-10-0 Page 3 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evelyn Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
- 0 -
NUMBER OF 6 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH: 8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13G
CUSIP No. 679783-10-0 Page 4 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
"Jewelcor Management, Inc."
Federal Identification No. 23-2331228
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA NEVADA
5 SOLE VOTING POWER
191,600
NUMBER OF 6 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 191,600
REPORTING
PERSON WITH: 8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,600
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.2%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 679783-10-0 Page 5 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.H. Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA DELAWARE
5 SOLE VOTING POWER
- 0 -
NUMBER OF 6 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH: 8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13G
CUSIP No. 679783-10-0 Page 6 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA PENNSYLVANIA
5 SOLE VOTING POWER
- 0 -
NUMBER OF 6 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH: 8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[X]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON*
CO
<PAGE>
Item 1.
(a) Name of Issuer: Old Guard Group, Inc.
---------------------
(b) Address of Issuer's Principal Executive Offices: 2929 Lititz Pike
----------------
Lancaster, PA 17604
--------------------
Item 2.
(a) Name of Persons Filing
(b) Address of Principal Business Office or, if none Residence:
(c) Citizenship:
Seymour Holtzman
c/o Jewelcor Companies
100 North Wilkes-Barre Blvd.
Wilkes-Barre, PA 18702
U.S. Citizen
Evelyn Holtzman
c/o Jewelcor Companies
100 North Wilkes-Barre Blvd.
Wilkes-Barre, PA 18702
U.S. Citizen
Jewelcor Management, Inc.
100 North WIlkes-Barre Blvd.
Wilkes-Barre, PA 18702
Nevada Corporation
Jewelcor, Inc.
100 North Wilkes-Barre Blvd.
Wilkes-Barre, PA 18702
Pennsylvania Corporation
S.H. Holdings, Inc.
100 North Wilkes-Barre Blvd.
Wilkes-Barre, PA 18702
Delaware Corporation
(d) Title of Class Securities: Common Stock, no par value
--------------------------
(e) CUSIP Number: 679783-10-0
-----------
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 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) [ ] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with section 240.13d-1(b)(1)(ii)(G);
(f) [ ] A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(g) [ ] A church plan that is excluded from the definition of an
investent company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(h) [ ] Group, in accordance with Section 13d-1(b)(1)(ii)(j).
If this statement is filed pursuant to ss.240.13d-1(c), check this box [ ]
<PAGE>
ITEM 4. OWNERSHIP
Jewelcor Management, Inc.*
-------------------------
(a) Amount Beneficially Owned: 191,600
(b) Percent of Class: 5.2%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 191,600
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 191,600
(iv) shared power to dispose or to direct the disposition of: 0
Jewelcor, Inc.*
--------------
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 0
S.H. Holdings, Inc.*
-------------------
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 0
Seymour Holtzman*
-----------------
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 0
Evelyn Holtzman*
---------------
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0%
(c) Number of Shares as to which such person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 0
*Jewelcor Management, Inc. ("JMI") is a wholly owned subsidiary of
Jewelcor Inc., which is a wholly owned subsidiary of S.H. Holdings, Inc.
Seymour Holtzman and Evelyn Holtzman, his wife, own, as tenants by the
entirety, a controlling interest of S.H. Holdings, Inc. By virtue of Mr. and
Mrs. Holtzman's ownership interest in S.H. Holdings, Inc. and the relationships
among S.H. Holdings, Inc., Jewelcor, Inc. and JMI, each of the Reporting
Persons may be deemed to be the beneficial owners of the securities held by
JMI.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting persons have ceased to be the beneficial owners of more
than five percent of the class of securities, check the following [ ].
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
The responses of the Reporting Persons to Items (1) through (7) above and
to Items (1) through (12) of the cover pages to this Schedule 13G are
incorporated herein by reference.
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 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.
SIGNATURES
After reasonable inquiry and to the best of their knowledge, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: February 10, 2000
/s/ Seymour Holtzman
Seymour Holtzman
/s/ Evelyn Holtzman
Evelyn Holtzman
JEWELCOR MANAGEMENT, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
JEWELCOR INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
S.H. HOLDINGS, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G dated February 10, 2000 with respect to the Common Stock of Old Guard
Group, Inc. is, and any further amendments thereto signed by each of
the undersigned shall be, filed on behalf of each of the undersigned pursuant
to and in accordance with the provisions of Rule 13D-1(K) under the Securities
and Exchange Act of 1934, as amended.
Dated as of: February 10, 2000
/s/ Seymour Holtzman
Seymour Holtzman
/s/ Evelyn Holtzman
Evelyn Holtzman
JEWELCOR MANAGEMENT, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
JEWELCOR INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
S.H. HOLDINGS, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
