SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SUMMIT HOLDING SOUTHEAST, INC.
- --------------------------------------------------------------------------
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------
(Title of Class of Securities)
86607810
- --------------------------------------------------------------------------
(CUSIP NUMBER)
Greenlight Capital, L.L.C.
120 Broadway
Suite 901
New York, New York 10271
Tel. No.: (212) 433-6025
- --------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
May 22, 1997
- --------------------------------------------------------------------------
(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 [ ]
The information required in 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, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP No. 86607810 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Greenlight Capital, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 499,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 499,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 86607810 13D Page 3 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
David Einhorn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 499,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 499,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 86607810 13D Page 4 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jeffrey A. Keswin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 499,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 499,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13D
This Schedule 13D (the "Schedule 13D") is being filed on behalf of
Greenlight Capital, L.L.C., a Delaware limited liability company
("Greenlight"), and Mr. David Einhorn and Mr. Jeffrey A. Keswin, the
principals of Greenlight, relating to shares of Common Stock of Summit
Holding Southeast Inc. (the "Issuer").
This Schedule 13D relates to shares of Common Stock of the Issuer
purchased by Greenlight for the account of (i) Greenlight Capital, L.P.
("Greenlight Fund"), of which Greenlight is the general partner, (ii)
Greenlight Capital Offshore, L.P. ("Greenlight Offshore"), of which
Greenlight acts as investment advisor, and (iii) Seedling Fund, L.P.
("Seedling"), of which Greenlight acts as investment advisor.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Shares of Common Stock, par value $0.01 per
share
Issuer: Summit Holding Southeast, Inc.
2310 A-Z Park Road
Lakeland, Florida 33801
Tel. No. (941) 665-6060
ITEM 2. IDENTITY AND BACKGROUND
Greenlight Capital, L.L.C, a Delaware limited liability company,
provides investment management services to private individuals and
institutions and is located at 120 Broadway, Suite 901, New York, NY 10271.
Messrs. Einhorn and Keswin are the principals of Greenlight. The principal
occupation of both Mr. Einhorn and Mr. Keswin is investment management and
they are both United States citizens. Their business address is
120 Broadway, Suite 901, New York, NY 10271. Neither Greenlight, Mr.
Einhorn nor Mr. Keswin has been convicted in a criminal proceeding during
the last five years. Neither Greenlight, Mr. Einhorn nor Mr. Keswin is and
during the past five years was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and, as a result thereof,
subject to any 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. SOURCE AND AMOUNT OF FUNDS
As of May 30, 1997, Greenlight had invested (i) $4,684,715 in
shares of Common Stock through Greenlight Fund, (ii) $1,798,756 in shares
of Common Stock through Greenlight Offshore and (iii) $485,241 in shares of
Common Stock through Seedling, all as described in Item 5 below. The source
of these funds was the working capital of each of Greenlight Fund,
Greenlight Offshore and Seedling, as the case may be.
ITEM 4. PURPOSE OF THE TRANSACTION
Greenlight, Mr. Einhorn and Mr. Keswin acquired shares of Common
Stock for portfolio investment purposes and do not have any present plans
or proposals that relate to or would result in any change in the business,
policies, management, structure or capitalization of the Issuer, but
Greenlight, Mr. Einhorn and Mr. Keswin reserve the right to consider or
make such plans and/or proposals in the future. Greenlight, Mr. Einhorn
and Mr. Keswin reserve the right to acquire, or dispose of, additional
securities of the Issuer, in the ordinary course of business, to the extent
deemed advisable in light of Greenlight's general investment and trading
policies, market conditions or other factors. Greenlight may contact the
Issuer and/or other shareholders regarding potential strategies to increase
shareholder value. Other than as described above, neither Greenlight, Mr.
Einhorn nor Mr. Keswin has present plans or proposals which would result in
any of the following:
1) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
2) any sale or transfer of a material amount of assets of
the issuer or any of its subsidiaries;
3) any change in the present board of directors or managers
of the issuer;
4) any material change in the present capitalization or
dividend policy of the issuer;
5) any other material change in the issuer's business or
corporate structure;
6) any change in the issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the issuer by any person;
7) causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national
securities association;
8) causing a class of securities of the issuer to become
eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or
9) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(b) As of May 30, 1997, Greenlight, Mr. Einhorn and Mr. Keswin
are beneficial owners of 499,000 shares of Common Stock of the Issuer or 10.3%
of the shares outstanding. The 499,000 shares described above are
beneficially owned by Greenlight, Mr. Einhorn and Mr. Keswin for the
account of the Greenlight Fund, Greenlight Offshore or Seedling, as the
case may be.
The number of shares beneficially owned by Greenlight, Mr.
Einhorn and Mr. Keswin and the percentage of outstanding shares represented
thereby have been computed in accordance with Rule 13d-3 under the Act.
The percentage of beneficial ownership of Greenlight, Mr. Einhorn and Mr.
Keswin on May 30, 1997 is based on 5,000,000 outstanding shares of Common
Stock as of May 21, 1997 as reported in the Issuer's Prospectus filed with
the Commission pursuant to Rule 424(b)(4) under the Securities Act of 1933
on May 22, 1997.
(b) Greenlight, Mr. Einhorn and Mr. Keswin for the account of
each of Greenlight Fund, Greenlight Offshore and Seedling have the power to
vote and dispose of the shares of Common Stock held by each such entity.
(c) The transactions in the Issuer's securities by Greenlight
during the last sixty days are listed as Annex A attached hereto and made
apart hereof.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
ANNEX A
Transaction Buy/Sell Quantity Price per
Date (shares) Share ($)
----------- --------- --------- ---------
5/22/97 Buy 15,000 13.375
5/22/97 Buy 10,000 13.500
5/22/97 Buy 15,000 14.000
5/22/97 Buy 10,000 14.125
5/22/97 Buy 15,000 14.125
5/22/97 Buy 7,500 14.125
5/22/97 Buy 13,400 13.375
5/22/97 Buy 9,000 14.000
5/22/97 Buy 27,600 14.063
5/22/97 Buy 4,500 14.500
5/22/97 Buy 10,000 13.500
5/22/97 Buy 10,000 14.000
5/22/97 Buy 10,000 14.125
5/22/97 Buy 25,000 14.125
5/22/97 Buy 5,000 14.500
5/22/97 Buy 10,000 13.375
5/22/97 Buy 20,000 13.000
5/22/97 Buy 50,000 14.000
5/22/97 Buy 50,000 14.000
5/22/97 Buy 35,000 14.000
5/22/97 Buy 25,000 14.125
5/22/97 Buy 50,000 14.500
5/22/97 Buy 50,000 14.500
5/22/97 Buy 23,000 14.500
5/22/97 Buy 10,500 11.000
5/30/97 Sell 11,500 15.000
499,000
Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: June 2, 1997
Greenlight Capital, L.L.C.
By: /s/ Jeffrey A. Keswin
----------------------------------
JEFFREY A. KESWIN, Managing Member
/s/ David Einhorn
-------------------------------------
David Einhorn
/s/ Jeffrey A. Keswin
-------------------------------------
Jeffrey A. Keswin
