UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN PUBLIC HOLDINGS, INC.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
02913T 10 8
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(CUSIP Number)
L. Keith Parsons
Watkins Ludlam & Stennis, P.A.
633 North State Street
Post Office Box 427
Jackson, MS 39205-0427
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices Communications)
June 30, 1997
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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 regarding
the acquisition which is the subject of this Schedule 13D, and is filing the
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13-d(a) for other
parties to whom copies are to be sent.
*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, 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 Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 02913T 10 8 PAGE 2 of 14
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David A. New, Sr.
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2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds* Not applicable
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5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Item 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States
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Number of 7. Sole Voting Power 13,819
Shares ----------------------------------------
Beneficially 8. Shared Voting Power 15,656
Owned by ---------------------------------------------
Each 9. Sole Dispositive Power 13,819
Reporting ---------------------------------------------
Person With 10. Shared Dispositive Power 15,656
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
29,475
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
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13. Percent of Class Represented by Amount in Row (11) 55.8%
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14. Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 02913T 10 8 PAGE 3 of 14
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David A. New, Jr.
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2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds* Not applicable
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5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Item 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States
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Number of 7. Sole Voting Power 1,717
Shares ----------------------------------------
Beneficially 8. Shared Voting Power 15,656
Owned by ---------------------------------------------
Each 9. Sole Dispositive Power 1,717
Reporting ---------------------------------------------
Person With 10. Shared Dispositive Power 15,656
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
17,373
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
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13. Percent of Class Represented by Amount in Row (11) 32.9%
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14. Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 02913T 10 8 PAGE 4 of 14
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David New Operating Company 640353981
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2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds* Not applicable
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5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Item 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Mississippi
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Number of 7. Sole Voting Power 1,400
Shares ----------------------------------------
Beneficially 8. Shared Voting Power
Owned by ---------------------------------------------
Each 9. Sole Dispositive Power 1,400
Reporting ---------------------------------------------
Person With 10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,400
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
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13. Percent of Class Represented by Amount in Row (11) 2.6%
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14. Type of Reporting Person* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 02913T 10 8 PAGE 5 of 14
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David New Drilling Company 640373304
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2. Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds* Not applicable
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5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Item 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Mississippi
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Number of 7. Sole Voting Power 14,256
Shares ----------------------------------------
Beneficially 8. Shared Voting Power
Owned by ---------------------------------------------
Each 9. Sole Dispositive Power 14,256
Reporting ---------------------------------------------
Person With 10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,256
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
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13. Percent of Class Represented by Amount in Row (11) 30%
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14. Type of Reporting Person* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 02913T 10 8 PAGE 6 OF 14
Item 1. Security and Issuer.
This statement relates to the Common Stock, no par value, of
American Public Holdings, Inc. (the "Company"). The address of
the Company's principal executive offices is: 2305 Lakeland
Drive, Jackson, Mississippi 39208.
Item 2. Identity and Background.
(a), (c) and (f) This Schedule is being filed jointly by the following
reporting persons (hereinafter sometimes referred to jointly as the "Reporting
Persons") pursuant to an Agreement of Joint Filing attached as Exhibit A:
(i) David New Operating Company, a Mississippi
corporation. David New Operating Company is engaged in the
business of providing oil and gas exploration services. The
directors and stockholders of David New Operating Company
are David A. New, Sr., David A. New, Jr., Suzanne New, Donna
Johnson, Janet Caldwell and Paula Joseph. Suzanne New is
the wife of David A. New, Sr. and Donna Johnson, Janet
Caldwell and Paula Joseph are his daughters. Each of these
persons is a United States citizen.
(ii) David New Drilling Company, a Mississippi
corporation. David New Drilling Company is engaged in the
business of drilling oil and gas wells. The directors and
stockholders of David New Drilling Company are David A. New,
Sr., David A. New, Jr., Suzanne New, Donna Johnson, Janet
Caldwell and Paula Joseph.
(iii) David A. New, Sr., a United States citizen, is a
director and stockholder of David New Operating Company and
David New Drilling Company.
(iv) David A. New, Jr., a United States citizen, is
President, director and stockholder of David New Operating
Company and David New Drilling Company.
(b) The business address of the Reporting Persons is:
Highway 61 South, P.O. Box 1236, Natchez, Mississippi 39120.
(d) No events have occurred that would be required to be reported under
the provisions of this Item.
(e) No events have occurred that would be required to be reported under
the provisions of this Item.
<PAGE>
CUSIP NO. 02913T 10 8 PAGE 7 OF 14
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of the Transaction.
Each of the Reporting Persons acquired their stock ownership in the
Company on November 30, 1996 pursuant to a Plan of Exchange whereby the Company
issued one share of Common Stock in exchange for each outstanding share of
Common Stock of American Public Life Insurance Company. The Common Stock of the
Company was registered under Section 12(g) of the Securities Exchange Act of
1934 effective June 30, 1997.
None of the Reporting Persons, in their capacities as such, has any
present plans or proposals that relate to or would result in:
(a) the acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or
any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of
the Company or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Company;
(e) any material change in the present capitalization or
dividend policy of the Company;
(f) any other material change in the Company's business or
corporate structure;
(g) any change in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede acquisition of control
of the Company by any person;
(h) causing a class of securities of the Company to become eligible for
termination of registration pursuant to Section 12(g) of the Securities Exchange
Act of 1934; or
(i) any action similar to any of those enumerated above.
<PAGE>
CUSIP NO. 02913T 10 8 PAGE 8 OF 14
Item 5. Interests in Securities of the Issuer.
(a) and (b) The beneficial ownership of each of the
Reporting Persons is as follows: David A. New, Sr. has sole
voting and dispositive power with respect to 13,819 shares.
David A. New, Jr. has sole voting and dispositive power with
respect to 1,717 shares. David A. New, Sr. and David A. New, Jr.
share voting and dispositive power with respect to 1,400 shares
held by David New Operating Company and 14,256 shares held by
David New Drilling Company.
The aggregate beneficial ownership of David A. New, Sr. is
29,475 or 55.8% of the outstanding shares of the Company, the
aggregate beneficial ownership of David A. New, Jr. is 17,373 or
32.9% of the outstanding shares of the Company, the aggregate
beneficial ownership of David New Operating Company is 1,400 or
2.6% of the outstanding shares of the Company, and the aggregate
beneficial ownership of David New Drilling Company is 14,256 or
30% of the outstanding shares of the Company.
(c), (d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
On August 30, 1995 David A. New, Sr. entered into a Stockholder
Agreement to vote the stock of the Company's predecessor, American Public Life
Insurance Company, beneficially owned by him for the election of Johnny H.
Williamson as a director of the Company until Mr. Williamson reaches the age of
65 on January 22, 1999. The parties have indicated that they intend the
Stockholder Agreement to apply to the stock of the Company.
Item 7. Material Required to Be Filed as Exhibits.
Exhibit A. Agreement of Joint Filing.
Exhibit B. Stockholder Agreement
<PAGE>
CUSIP NO. 02913T 10 8 PAGE 9 OF 14
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.
/S/ David A. New, Sr.
Dated as of July 7, 1997
<PAGE>
CUSIP NO. 02913T 10 8 PAGE 10 OF 14
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.
/S/ David A. New, Jr.
Dated as of July 7, 1997
<PAGE>
CUSIP NO. 02913T 10 8 PAGE 11 OF 14
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.
DAVID NEW OPERATING COMPANY
BY: /S/ David A. New, Jr.
David A. New, Jr., President
Dated as of July 7, 1997
<PAGE>
CUSIP NO. 02913T 10 8 PAGE 12 OF 14
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.
DAVID NEW DRILLING COMPANY
BY: /S/David A. New, Jr.
David A. New, Jr., President
Dated as of July 7, 1997
<PAGE>
CUSIP NO. 02913T 10 8 PAGE 13 OF 14
EXHIBIT A
AGREEMENT OF JOINT FILING
AMERICAN PUBLIC HOLDINGS, INC.
COMMON STOCK, NO PAR VALUE
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D and
any and all amendments thereto, with respect to the above-referenced securities,
and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
effective as of the 7th day of July, 1997.
/S/David A. New, Sr.
David A. New, Sr.
/S/ David A. New, Jr.
David A. New, Jr.
DAVID NEW OPERATING COMPANY
BY: /S/ David A. New, Jr.
David A. New, Jr., President
DAVID NEW DRILLING COMPANY
BY: /S/ David A. New, Jr.
David A. New, Jr., President
<PAGE>
CUSIP NO. 02913T 10 8 PAGE 14 OF 14
EXHIBIT B
STOCKHOLDER AGREEMENT
This Agreement made and entered into this 30th day of
August, 1995 by and between Johnny H. Williamson ("Williamson")
and David A. New, Sr. and Paul Watson, Jr. ("Stockholders") upon
the following terms and conditions, to-wit:
WITNESSETH THAT:
WHEREAS, the Stockholders own a majority of the stock of
American Public Life Insurance Company ("APLIC"); and
WHEREAS, the Stockholders wish to secure for APLIC the services of
Williamson to APLIC as a consultant and to serve on the board of directors;
NOW, THEREFORE, in consideration of the mutual and reciprocal promises
of the parties, IT IS AGREED:
1. Stockholders agree to vote for the election of Williamson to the
board of directors of APLIC at all stockholders' meetings to be held on or
before Williamson's sixty-fifth birthday, which is to occur on January 22, 1999.
2. Williamson agrees to serve on the board of directors of
APLIC and to faithfully discharge the duties of said office.
Signed and executed this 30th day of August, 1995.
/s/ Joseph C. Hartley, Jr. /s/ David A. New, Sr.
WITNESS DAVID A. NEW, SR.
/s/ Joseph C. Hartley, Jr. /s/ Paul Watson, Jr.
WITNESS PAUL WATSON, JR.
