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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Summit Holding Southeast, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
866078108
(CUSIP Number)
Daniel S. Loeb
Third Point Management Company L.L.C.
277 Park Avenue, 26th Floor
New York, New York
10172
(212) 350-5170
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 22, 1997
(Date of Event which Requires Filing 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 [ ].
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SCHEDULE 13D
CUSIP No. 866078108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Point Management Company L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 384,700
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
384,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14. TYPE OF REPORTING PERSON*
00
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SCHEDULE 13D
CUSIP No. 866078108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel S. Loeb
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 384,700
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
384,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 866078108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Point Partners L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 311,700
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
311,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14. TYPE OF REPORTING PERSON*
PN
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to
the Common Stock, par value $.01 per share (the "Common Stock"), of Summit
Holding Southeast, Inc., a Florida corporation (the "Company"). The principal
executive offices of the Company are located at 2310 A-Z Park Road, Lakeland,
Florida 33801.
Item 2. Identity and Background
The Statement is being filed by (1) Third Point Management
Company L.L.C., a Delaware limited liability company ("Third Point L.L.C."), (2)
Daniel S. Loeb, a United States citizen, in his capacity as the managing member
of Third Point L.L.C. ("Mr. Loeb") and (3) Third Point Partners L.P., a Delaware
limited partnership ("Third Point Partners"). Third Point L.L.C., Mr. Loeb and
Third Point Partners are sometimes collectively referred to herein as the
"Reporting Persons".
Third Point L.L.C. serves as discretionary investment manager
to each of (1) Third Point Partners, (2) Third Point Offshore Fund, Ltd., a
Cayman Islands exempted company with limited liability and (3) Points West
International Investments Limited, a British Virgin Islands corporation
(collectively, the "Funds"). The principal offices of Third Point L.L.C. are
located at 277 Park Avenue, 26th Floor, New York, New York 10172,
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which is also the business address of Mr. Loeb and Third Point Partners.
The shares of Common Stock which are the subject of this
Statement are held directly by the Funds for which Third Point L.L.C. serves as
discretionary investment manager. Third Point L.L.C. has been granted investment
discretion over portfolio investments, including the shares of Common Stock,
held by the Funds. Third Point L.L.C.'s contracts with the Funds generally
provide that Third Point L.L.C. is responsible for designing and implementing
each Fund's overall investment strategies and for conducting direct portfolio
management strategies. Third Point L.L.C's principal business is to serve,
pursuant to contract, as a discretionary investment manager to a limited number
of investment funds. Mr. Loeb, as the sole managing member of Third Point
L.L.C., has the ability to direct the investment decisions of Third Point L.L.C.
and as such may be deemed to have investment discretion over the securities held
by the Funds. Mr. Loeb also owns a majority interest in Third Point L.L.C.
Pursuant to regulations promulgated under Section 13(d) of the
Act, each of Third Point L.L.C. and Mr. Loeb, by virtue of his interest in, and
position as sole managing member of, Third Point L.L.C., may be deemed a
beneficial owner of the shares of Common Stock held by the Funds as a result of
the contractual authority of Third Point L.L.C. to exercise voting and
dispositive power with respect to such securities.
None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
Item 3. Sources and Amounts of Funds or Other Consideration
The Funds expended an aggregate of approximately $5,389,206
(including brokerage commissions, if any) to purchase the 384,700 shares of
Common Stock held by them. The Funds regularly effect purchases of securities
through margin accounts maintained for them with Bear Stearns & Co., Inc., which
extends margin credit to one or more of the Funds, as and when required to open
or carry positions in that Fund's margin account, subject to applicable Federal
margin regulations, stock exchange rules and the firm's credit policies. The
positions held in those
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margin accounts, including the shares of Common Stock, are pledged as
collateral security for the repayment of debit balances in the respective
accounts.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock
by each of the Reporting Persons is for investment. Each Reporting Person may
make further purchases of Common Stock from time to time and may dispose of any
or all of the shares of Common Stock held by it at any time.
The Reporting Persons are engaged in the investment business.
In pursuing this business, Third Point L.L.C. and Mr. Loeb analyze the
operations, capital structure and markets of companies in which they invest,
including the Company, on a continuous basis through analysis of documentation
and discussions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of management). The
Reporting Persons do not believe they possess material inside information
concerning the Company. From time to time, one or more of the Reporting Persons
may hold discussions with third parties or with management of such companies in
which the Reporting Person may suggest or take a position with respect to
potential changes in the operations, management or capital structure of such
companies as a means of enhancing shareholder value. Such suggestions or
positions may relate to one or more of the transactions specified in clauses (a)
through (j) of Item 4 of the Schedule 13D, including, without
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limitation, such matters as disposing of or selling all or a portion of the
company or acquiring another company or business, changing operating or
marketing strategies, adopting or not adopting certain types of anti-takeover
measures and restructuring the company's capitalization or dividend policy.
However, none of the Reporting Persons intends to seek control of the Company or
participate in the management of the Company.
Except as set forth above, the Reporting Persons do not have
any present plans or proposals that relate to or would result in any of the
actions required to be described in Item 4 of Schedule 13D.
Each of the Reporting Persons reserves the right to acquire,
or cause to be acquired, additional securities of the Company, to dispose of,
or cause to be disposed, such securities at any time or to formulate other
purposes, plans or proposals regarding the Company or any of its securities,
to the extent deemed advisable in light of general investment and trading
policies of the Reporting Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer
(a)-(b) On the date of this Statement:
(i) Mr. Loeb has beneficial ownership for purposes of
Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial Ownership") of
384,700 shares of Common Stock by virtue of his position as the managing member
of Third Point L.L.C. Such shares represent 6.7% of the issued and outstanding
Common Stock. Mr. Loeb shares voting power and dispositive power over the Common
Stock with Third Point L.L.C., and with Third Point Partners to the extent Third
Point Partners has Beneficial Ownership of shares of Common Stock.
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(ii) Third Point L.L.C. has Beneficial Ownership of 384,700
shares of Common Stock by virtue of its position as the investment manager to
the Funds. Such shares represent 6.7% of the issued and outstanding Common
Stock. Third Point L.L.C. shares voting power and dispositive power over the
Common Stock with Mr. Loeb, and with Third Point Partners to the extent Third
Point Partners has Beneficial Ownership of shares of Common Stock.
(iii) Third Point Partners has Beneficial Ownership of
311,700 shares of Common Stock. Such shares represent 5.4% of the issued and
outstanding Common Stock. Third Point Partners shares voting power and
dispositive power over the Common Stock held by it with Third Point L.L.C.
and Mr. Loeb.
The percentages used herein are calculated based upon the
5,750,000 shares of Common Stock stated to be issued and outstanding as of May
22, 1997, as reflected in the Company's Final Prospectus dated May 22, 1997
included as part of the Company's Registration Statement on Form S-1 (File No.
333-16499).
(c) The trading dates, number of shares purchased and price
per share (including commissions, if any) for all transactions by the Reporting
Persons during the past 60 days are set forth in Schedule I hereto. Except with
respect to the initial 8,500 shares of Common Stock which were purchased from
the underwriters of the Company's initial public offering of the Common Stock,
all such transactions were over-the-counter transactions.
(d) No person other than each of the Funds and their
respective limited partners or shareholders is known to have the
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right to receive or the power to direct the receipt of dividends from or the
proceeds of sale of shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit 99: Joint Filing Agreement among the Reporting
Persons.
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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: June 2, 1997
THIRD POINT MANAGEMENT COMPANY L.L.C.
By:/s/ Daniel S. Loeb
---------------------------------
Name: Daniel S. Loeb
Title: Managing Member
/s/ Daniel S. Loeb
------------------------------------
Daniel S. Loeb
THIRD POINT PARTNERS L.P.
By: THIRD POINT ADVISORS L.L.C.,
its General Partner
By:/s/ Daniel S. Loeb
---------------------------------
Name: Daniel S. Loeb
Title: Managing Member
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Schedule I
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Date Shares Purchased Price Per Share
- ---- ---------------- ---------------
5/22/97 8,500 $ 11.00
5/22/97 12,500 13.00
5/22/97 2,500 13.3125
5/22/97 39,500 13.375
5/22/97 27,600 13.625
5/22/97 11,000 13.9375
5/22/97 119,400 14.00
5/22/97 25,000 14.13
5/22/97 98,700 14.50
5/23/97 10,000 14.125
5/23/97 10,000 14.25
6/2/97 20,000 15.125
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Exhibit Index
Exhibit
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Exhibit 99: Joint Filing Agreement, dated June
2, 1997, between Mr. Daniel S. Loeb,
Third Point Management Company L.L.C.
and Third Point Partners L.P.
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EXHIBIT 99
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D dated June 2, 1997 with respect to the Common Stock of Summit Holding
Southeast, Inc. is, and any amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Dated: June 2, 1997
THIRD POINT MANAGEMENT COMPANY L.L.C.
By:/s/ Daniel S. Loeb
---------------------------------
Name: Daniel S. Loeb
Title: Managing Member
/s/ Daniel S. Loeb
------------------------------------
Daniel S. Loeb
THIRD POINT PARTNERS L.P.
By: THIRD POINT ADVISORS L.L.C.,
its General Partner
By:/s/ Daniel S. Loeb
---------------------------------
Name: Daniel S. Loeb
Title: Managing Member
