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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 1)*
Central Reserve Life Corporation
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(Name of Issuer)
Shares of Common Stock
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(Title of Class of Securities)
155055-10-6
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 13, 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 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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(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,
and 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
the Notes).
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SCHEDULE 13D
CUSIP NO. 155055-10-6
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Turkey Vulture Fund XIII, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC,OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 384,500
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 384,500
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,500
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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)
9.2%
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14 TYPE OF REPORTING PERSON*
OO
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CUSIP No. 15505-10-6
This Amendment No. 1 to Schedule 13D Statement is filed on behalf of
Turkey Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund"),
for the purpose of reporting certain acquisitions of shares of common stock,
without par value (the "Shares"), of Central Reserve Life Corporation, an Ohio
corporation ("CRLC").
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is hereby amended and supplemented as follows:
The Shares reported herein as having been acquired by the Fund were
acquired for the aggregate purchase price of approximately $763,000 with a
combination of working capital of the Fund and margin debt from Everen
Securities, Inc. ("Everen").
Interest on the Everen margin debt is computed at a select rate above the
rate banks charge securities brokers ("brokers call money rate") and is subject
to change, without notice, if the brokers call money rate changes. To the
extent permitted by law, Everen has a lien on certain of the Shares reported
herein as having been acquired by the Fund and the Trust. A copy of the
agreement setting forth the terms of the Fund's Everen margin debt is attached
to the Schedule 13D Statement filed on October 10, 1997 (the "Original Schedule
13D") as Exhibit 7.1.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D is hereby amended and supplemented as follows:
As previously reported in the Original Schedule 13D, Mr. Osborne proposed
making an additional investment in CRLC. In a letter to Fred Lick, Jr., the
Chairman of the Board, President and Chief Executive Officer of CRLC, on
October 13, 1997, Mr. Osborne revised his proposal. Under the revised
proposal, Mr. Osborne would invest $15.0 million in newly-issued convertible
preferred stock of CRLC, and he would be entitled to nominate and elect five
people to the nine person Board of Directors of CRLC. In addition, under Mr.
Osborne's proposed additional investment, Mr. Lick would remain as Chairman
with primary responsibility for Sales and Marketing and the Board of Directors
of CRLC would select a new President. The proposal is subject to due diligence
and regulatory approvals. No agreement between Mr. Osborne and CRLC has been
reached with respect to the additional investment and there is no assurance
that any such investment will be made.
Mr. Osborne is not able to determine at this time whether his proposed
additional investment is consistent with the terms of the proposed merger
between CRLC and Standard Management Corp. or whether the proposed merger is
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CUSIP No. 155055-10-6
in the best interests of all the shareholders of CRLC. When the complete
terms of the proposed merger become available, Mr. Osborne will make the
requisite determinations.
Item 5. Interest in Securities of the Issuer.
(a) According to the most recently available filing with the Securities
and Exchange Commission by CRLC, there are 4,195,172 Shares outstanding.
The Fund beneficially owns 384,500 Shares, or approximately 9.2% of the
outstanding Shares. As sole Manager of the Fund, Mr. Osborne may be deemed to
beneficially own all such Shares.
(b) Mr. Osborne, as sole Manager of the Fund, has sole power to vote, or
to direct the voting of, and the sole power to dispose or to direct the
disposition of, the Shares owned by the Fund.
(c) Since the filing of the Original Schedule 13D, the Fund has purchased
114,500 Shares in open market transactions as set forth below:
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Approximate Per Share Price
Date Number of Shares (Excluding Commissions)
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<S> <C> <C>
October 10, 1997 5,000 $6.38
October 14, 1997 42,000 $6.67
October 15, 1997 67,500 $6.69
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(d) Not Applicable.
(e) Not Applicable.
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CUSIP No. 155055-10-6
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.
Dated: October 16, 1997 TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
