SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 3 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
SUMMIT HOLDING SOUTHEAST, INC.
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
866078108
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(CUSIP NUMBER)
GREENLIGHT CAPITAL, L.L.C.
420 Lexington Avenue, Suite 875
New York, New York 10170
Tel. No.: (212) 973-1900
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(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 75201-4675
(214) 969-2800
July 1, 1998
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(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. 866078108 13D/A
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 254,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 254,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
254,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.39%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 866078108 13D/A
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
USA
NUMBER OF 7 SOLE VOTING POWER 254,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 254,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
254,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.39%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 866078108 13D/A
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 254,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 254,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
254,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.39%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT No. 3 to SCHEDULE 13D
This Amendment No. 3 to 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, as an amendment to the initial statement on
Schedule 13D and amendment nos. 1 and 2 thereto, relating to shares of
Common Stock ("Shares") of Summit Holding Southeast, Inc. (the "Issuer"),
as filed with the Securities and Exchange Commission on June 2, 1997
(collectively, the "Initial Schedule 13D").
This Amendment No. 3 to Schedule 13D relates to Shares 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 Qualified, L.P. ("Greenlight Qualified"), of which
Greenlight is the general partner and (iii) Greenlight Capital Offshore,
Ltd. ("Greenlight Offshore"), of which Greenlight acts as investment
advisor. The Initial Schedule 13D is hereby amended and supplemented as
follows:
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
Greenlight Capital, L.L.C., a Delaware limited liability company,
provides investment management services to private individuals and
institutions and is located at 420 Lexington Avenue, Suite 875, New York,
New York 10170. 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 420 Lexington Avenue, Suite 875, New York, New York,
10170. 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
Item 3 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
As of July 1, 1998, Greenlight had invested (i) $1,154,958 in Shares
through Greenlight Fund, (ii) $1,371,252 in Shares through Greenlight
Qualified and (iii) $1,276,941 in Shares through Greenlight Offshore, all
as described in Item 5 below. The source of these funds was the working
capital of each of Greenlight Fund, Greenlight Qualified and Greenlight
Offshore, as the case may be.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Schedule 13D is hereby amended by amending and
restating Items 5(a), (b) and (c) as follows:
(a) As of July 1, 1998, Greenlight, Mr. Einhorn and Mr. Keswin
are beneficial owners of an aggregate of 254,000 Shares of the Issuer or
4.39% of the Shares outstanding. The 254,000 Shares described above are
beneficially owned by Greenlight, Mr. Einhorn and Mr. Keswin for the
account of the Greenlight Fund, Greenlight Qualified or Greenlight
Offshore, as the case may be.
The number of Shares beneficially owned by Greenlight, Mr. Einhorn and
Mr. Keswin and the percentage of outstanding Shares represented thereby
have been computed in accordance with Rule 13d-3 under the Act. The
percentage of beneficial ownership of Greenlight, Mr. Einhorn and Mr.
Keswin on July 1, 1998 is based on 5,791,600 outstanding Shares as of April
30, 1998 as reported in the Issuer's Quarterly Report on Form 10-Q filed
with the Commission for the quarterly period ended March 31, 1998.
(b) Greenlight, Mr. Einhorn and Mr. Keswin for the account of
each of Greenlight Fund, Greenlight Offshore and Greenlight Qualified have
the power to vote and dispose of the Shares held by each such entity.
(c) The transactions in the Issuer's securities by Greenlight
during the last sixty days are listed on Annex A attached hereto and made a
part hereof.
ANNEX A
Transaction Buy/Sell Quantity Price per
Date (shares) Share ($)
- ----------- --------- --------- ---------
6/30/98 Sell 60,000 $31.875
7/1/98 Sell 215,000 31.875
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: July 6, 1998
Greenlight Capital, L.L.C.
By: /s/ Jeffrey A. Keswin
-----------------------------------
JEFFREY A. KESWIN, Managing Member
/s/ David Einhorn
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David Einhorn
/s/ Jeffrey A. Keswin
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Jeffrey A. Keswin
