SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)
INSPIRE INSURANCE SOLUTIONS, INC.
-----------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-----------------------------------------------------------
(Title of Class of Securities)
457732105
-----------------------------------------------------------
(CUSIP Number)
April 21, 1999
-----------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ X / Rule 13d-1(d)
CUSIP No. 457732105 13G/A
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Millers American Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER 5 SOLE VOTING POWER 0
OF
SHARES 6 SHARED VOTING POWER 4,606,875**
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER 0
EACH
REPORTING 8 SHARED DISPOSITIVE POWER 4,606,875**
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,606,875**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.0%**
12 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 4.
CUSIP No. 457732105 13G/A
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Trilogy Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / /
GROUP* (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER 5 SOLE VOTING POWER 0
OF
SHARES 6 SHARED VOTING POWER 4,606,875**
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER 0
EACH
REPORTING 8 SHARED DISPOSITIVE POWER 4,606,875**
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,606,875**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.0%**
12 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 4.
CUSIP No. 457732105 13G/A
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Millers Insurance Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / /
GROUP* (b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER 5 SOLE VOTING POWER 4,606,875
OF
SHARES 6 SHARED VOTING POWER 0**
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER 4,606,875
EACH
REPORTING 8 SHARED DISPOSITIVE POWER 0**
PERSON WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,606,875**
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.0%**
12 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT
**BUT SEE ITEM 4.
AMENDMENT NO. 2 TO SCHEDULE 13G
The Schedule 13G relating to the common stock of INSpire Insurance
Solutions, Inc., a Texas corporation, filed with the Securities and
Exchange Commission on February 17, 1998, by The Millers Mutual Fire
Insurance Company, is hereby amended and restated in its entirety as set
forth below.
ITEM 1(A) NAME OF ISSUER.
INSpire Insurance Solutions, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
300 Burnett Street
Fort Worth, Texas 76102-2799
ITEM 2(A) NAME OF PERSON FILING.
On April 21, 1999, The Millers Mutual Fire Insurance Company
converted from a mutual insurance company to a stock insurance
company and changed its name to "The Millers Insurance
Company" ("Millers"). In connection with such conversion,
Millers became a wholly-owned subsidiary of Trilogy Holdings,
Inc. ("Trilogy"), which in turn is a wholly-owned subsidiary
of Millers American Group, Inc. ("Millers American").
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
777 Main Street, Suite 1000
Fort Worth, Texas 76102-2799
ITEM 2(C) CITIZENSHIP OR PLACE OF ORGANIZATION.
Millers is organized under the laws of Texas as a stock
insurance company organized under Chapter 2 of the Texas
Insurance Code, the Texas Business Corporation Act, and
Article 15.22 of the Texas Insurance Code. Millers American is
organized under the laws of Texas as a corporation and
incorporated under the Texas Business Corporation Act. Trilogy
is organized under the laws of Nevada as a corporation and
incorporated pursuant to Chapter 78 of the Nevada Revised
Statutes.
ITEM 2(D) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share (the "Common Stock").
ITEM 2(E) CUSIP NUMBER.
457732105
ITEM 3 REPORTING PERSON.
Inapplicable.
ITEM 4 OWNERSHIP.
(a) Millers is the beneficial owner of 4,606,875 shares of
Common Stock.
(b) Millers is the beneficial owner of 24.0% of the
outstanding shares of Common Stock.
(c) Millers has the sole power to vote and dispose of the
4,606,875 shares of Common Stock beneficially owned by
it.
(d) However, since Millers is a wholly-owned subsidiary of
Trilogy, Trilogy may direct the vote and disposition of
the 4,606,875 shares of Common Stock owned by Millers.
(e) Similarly, since Trilogy is a wholly-owned subsidiary
of Millers American, Millers American may direct the
vote and disposition of the 4,606,875 shares of Common
Stock owned by Millers.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Inapplicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Inapplicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Inapplicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Inapplicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Inapplicable.
ITEM 10 CERTIFICATION.
Inapplicable.
Exhibits Exhibit 1
- -------- ---------
Joint Filing Agreement dated January 18, 2000 between Millers
American, Trilogy and Millers.
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.
Date: January 18, 2000
MILLERS AMERICAN GROUP, INC.
By: /S/ JOY J. KELLER
-------------------------------------
Joy J. Keller
Chief Financial Officer and Executive
Vice President
TRILOGY HOLDINGS, INC.
By: /S/ JOY J. KELLER
-------------------------------------
Joy J. Keller
Chief Financial Officer and Executive
Vice President
THE MILLERS INSURANCE COMPANY
By: /S/ JOY J. KELLER
-------------------------------------
Joy J. Keller
President
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including any and all
amendments thereto) with respect to the common stock, par value $.01 per
share, of INSpire Insurance Solutions, Inc., and further agree that this
Joint Filing Agreement shall be included as an Exhibit to such joint
filings.
The undersigned further agree that each party hereto is responsible
for the timely filing of such Statement on Schedule 13G and any amendments
thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
January 18, 2000.
MILLERS AMERICAN GROUP, INC.
By: /S/ JOY J. KELLER
-------------------------------------
Joy J. Keller
Chief Financial Officer and Executive
Vice President
TRILOGY HOLDINGS, INC.
By: /S/ JOY J. KELLER
-------------------------------------
Joy J. Keller
Chief Financial Officer and Executive
Vice President
THE MILLERS INSURANCE COMPANY
By: /S/ JOY J. KELLER
-------------------------------------
Joy J. Keller
President
