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Previous: PRINCOR CAPITAL ACCUMULATION FUND INC, NSAR-B, 1995-12-22 |
Next: CINCINNATI FINANCIAL CORP, SC 13D/A, 1995-12-22 |
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Triad Guaranty, Incorporated
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- -----------------------------------------------------------------------------
(Title of Class of Securities)
895925105
------------------------------------------
(CUSIP Number)
Mr. Robert J. Driehaus
Cincinnati Financial Corporation
6200 South Gilmore Road
Fairfield, Ohio 45014
Phone 870-2623
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 13, 1995
------------------------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [x].
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.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 895925105 Page 2 of 8
______________________________________________________________________
[1] Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CINCINNATI FINANCIAL CORPORATION
EIN NO. 31-0746871
- ----------------------------------------------------------------------
[2] Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
- ----------------------------------------------------------------------
[3] SEC Use Only
______________________________________________________________________
[4] Source of Funds
WC
- ----------------------------------------------------------------------
[5] Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- ----------------------------------------------------------------------
[6] Citizenship or Place of Organization
OHIO
- ----------------------------------------------------------------------
[7] Sole Voting Power
227,300
Number of ______________________________________________
Shares [8] Shared Voting Power
Beneficially -0-
Owned by each ______________________________________________
Reporting [9] Sole Dispositive Power
Person 227,300
with ______________________________________________
[10] Shared Dispositive Power
-0-
----------------------------------------------
______________________________________________________________________
[11] Aggregate Amount Beneficially Owned By Each Reporting Person
227,300
----------------------------------------------------------------
[12] Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
______________________________________________________________________
[13] Percent of Class Represented by Amount in Row (11)
5.1%
----------------------------------------------------------------
[14] Type of Reporting Person
HC
----------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
Page 3 of 8
ITEM 1. Security and Issuer
This Statement relates to the $.01 par value common stock of Triad
Guaranty, Inc., which has its principal executive offices at 101 South
Stratford Road, Suite 500, Winston-Salem, North Carolina 27104.
Item 2. Identity and Background.
The person filing this statement is Cincinnati Financial Corporation,
an Ohio corporation, the principal office of which is located at 6200 South
Gilmore Road, Fairfield, Ohio 45014. Cincinnati Financial Corporation is a
holding company which directly, or indirectly owns all of the shares of The
Cincinnati Insurance Company, The Cincinnati Casualty Company and The
Cincinnati Indemnity Company, all of which are Ohio corporations engaged in the
sale of property and casualty insurance; The Cincinnati Life Insurance, an Ohio
life insurance company and CFC Investment Company, an Ohio corporation which
manages commercial investment properties occupied primarily by the insurance
subsidiaries of Cincinnati Financial Corporation.
The following table contains the names and all other required
information concerning the directors and executive officers of Cincinnati
Financial Corporation, all of whom are citizens of the United States:
<TABLE>
<CAPTION>
Present Principal Name and Principal
Occupation or Business and Address
Name Office Employment of Employer
---- ------ ----------------- ------------------
<S> <C> <C> <C>
William F. Bahl Director Money Manager Bahl & Gaynor
MONEY MANAGEMENT
212 East Third Street
Cincinnati, Ohio
45202
Vincent Beckman Secretary and Attorney Beckman, Weil,
Director Shepardson & Faller
LAW OFFICE
1200 Mercantile
Center
120 East Fourth
Street
Cincinnati, Ohio
45202
Michael Brown Director General Manager Cincinnati Bengals,
Inc., AMERICAN
FOOTBALL TEAM
200 Riverfront
Stadium Cincinnati,
Ohio 45202
Richard Burridge Director Investment Advisor The Burridge Group,
MONEY MANAGEMENT
115 South LaSalle
Street
Chicago, Illinois
60603
</TABLE>
<PAGE> 4
SCHEDULE 13D
Page 4 of 8
ITEM 2
(CONT.)
<TABLE>
<CAPTION>
Present Principal Name and Principal
Occupation or Business and
Name Office Employment Address of
- ---- ------ ----------------- Employer
--------------
<S> <C> <C> <C>
John Field Director Executive Officer Wallace & Turner,
Inc., INSURANCE
AGENCY P.O. Box 209
Springfield, Ohio
45503
David Huhn Director Retired 6347 Werk Road
Cincinnati, Ohio
(Residence)
Ken Lichtendahl Director President Hudepohl-Schoenling
Brewing Co., BREWERY
1625 Central Parkway
Cincinnati, Ohio
45214
Robert B. Morgan President and Chief Executive Cincinnati Financial
Director Officer Corporation,
INSURANCE
6200 South Gilmore
Road, Fairfield, Ohio
45014
Jackson H. Director Chief Executive Cinergy, Inc.,
Randolph Officer PUBLIC UTILITY
Fourth & Main
Streets
Cincinnati, Ohio
45202
John J. Schiff, Chairman of Executive Officer Cincinnati
Sr. Executive Financial
Committee and Corporation,
Director INSURANCE
6200 South Gilmore
Road, Fairfield,
Ohio 45014
John J. Schiff, Chairman of the Chairman of the John J. & Thomas
Jr. Board and Director Board R. Schiff & Co.,
INSURANCE AGENCY
P.O. Box 145496
Cincinnati, Ohio
45250-5496
Robert C. Schiff Director Chief Executive Schiff, Kreidler-
Officer Shell, Inc.,
INSURANCE AGENCY
250 Central Trust
Building
Cincinnati, Ohio
45202
Thomas R. Schiff Director President John J. & Thomas
R. Schiff & Co.,
INSURANCE AGENCY
P.O. Box 145496
Cincinnati, Ohio
45250-5497
</TABLE>
<PAGE> 5
SCHEDULE 13D
Page 5 of 8
ITEM 2
(CONT.)
<TABLE>
<CAPTION>
Present Principal Name and Principal
Occupation or Business and Address
Name Office Employment of Employer
---- ------ ----------------- ------------
<S> <C> <C> <C>
Frank J. Schultheis Director Executive Officer Schultheis Insurance
Agency, Inc.,
INSURANCE AGENCY P.O.
Box 2728 Evansville,
Indiana 47728-0728
Larry Webb Director President Webb Insurance
Agency, Inc.,
INSURANCE AGENCY
212 West High Street
Lima, Ohio 45805
Alan Weiler Director President Archer-Meek-Weiler
Agency, Inc.,
INSURANCE AGENCY
150 E. Mound Street
Columbus, Ohio
43215-5437
James G. Miller Senior Vice President Executive Officer Cincinnati Financial
Corporation,
INSURANCE
6200 South Gilmore
Road Fairfield, Ohio
45014
Robert Driehaus Financial Vice Executive Officer Cincinnati Financial
President and Corporation
Director INSURANCE
6200 South Gilmore
Road Fairfield, Ohio
45014
</TABLE>
<PAGE> 6
SCHEDULE 13D
Page 6 of 8
During the past five years, neither Cincinnati Financial Corporation
nor any of its affiliated corporations, directors or executive officers have
been convicted in any criminal proceedings (excluding traffic violations or
similar misdemeanors), nor have they been found in any civil proceeding of any
judicial or administrative body to have violated or been enjoined from
violating any state or federal securities laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
The funds used in purchasing the securities of the issuer were
internally generated working capital of Cincinnati Financial Corporation and
its insurance subsidiaries. The consideration for the shares purchased totaled
$5,768,350.32.
ITEM 4. Purpose of Transaction.
The securities of the issuer have been purchased for investment
purposes. Subject to availability and price and subject to applicable laws and
regulations, Cincinnati Financial Corporation may acquire additional shares of
the common stock of the issuer, or may dispose of shares, at any time or from
time to time. Except as set forth in this Item 4, Cincinnati Financial
Corporation, has no current plans or proposals which relate to or that would
result in any of the actions described in clauses (a) through (j) of Item 4 of
Schedule 13D.
<PAGE> 7
SCHEDULE 13D
Page 7 of 8
ITEM 5. Interest and Securities of the Issuer.
(a) The following is a listing of the securities of the issuer
beneficially owned by those persons named in Item 2.
Name Number of Shares Percentage
- ---- ---------------- ----------
Cincinnati Financial
Corporation 227,300 5.130%
(b) Each of the above persons has the sole power to vote and dispose of
the shares owned by that person.
(c) The transaction in the shares of the issuer which were effected
during the past sixty (60) days by those persons listed in Item 2 are as
follows:
<TABLE>
<CAPTION>
Purchase Date Shares Cost per Share
------------- ------ --------------
<S> <C> <C>
10/31/95 3,000 26.425
11/01/95 6,000 26.425
11/02/95 2,500 26.425
11/08/95 4,000 26.550
11/10/95 2,100 26.425
11/13/95 400 26.425
11/14/95 4,000 26.425
11/16/95 10,000 26.375
11/27/95 25,000 26.500
12/06/96 12,500 26.625
12/12/95 6,100 26.673
12/13/95 24,000 26.875
</TABLE>
<PAGE> 8
SCHEDULE 13D
Page 8 of 8
ITEM 5. (c) Cont.
These shares were purchased in open market transactions on the Over the
Counter Market.
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of the
securities of the issuer owned by Cincinnati Financial Corporation.
(d) Not Applicable.
(e) Not Applicable
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Not applicable.
ITEM 7. Material to be Filed as Exhibits.
No exhibits are required for this filing.
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: December 18, 1995
The Cincinnati Financial Corporation
By /s/ Robert J. Driehaus
------------------------------
Robert J. Driehaus
Financial Vice President
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