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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. 2)*
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)
November 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*
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 400,000**
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 400,000**
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000**
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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)
9.5%
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14 TYPE OF REPORTING PERSON*
OO
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**Does not include shares and warrants of central Reserve Life Corporation that
are the subject of Item 4 and Exhibit 7.2.
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CUSIP No. 15505-10-6
This Amendment No. 2 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 a certain acquisition of shares of common stock,
without par value (the "Shares"), of Central Reserve Life Corporation, an Ohio
corporation ("CRLC"), and for the purpose of reporting an agreement between
Richard M. Osborne, the sole Manager of the Fund, and Strategic Acquisition
Partners, LLC ("Partners").
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 in Item 5(c) as having been acquired by the Fund were
acquired for the aggregate purchase price of approximately $103,000 with 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 owned by
the Fund. 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 and in Amendment No. 1
to the Schedule 13D Statement filed on October 16, 1997 ("Amendment No. 1"),
Mr. Osborne proposed making an additional investment in CRLC. As publicly
announced by CRLC on November 13, 1997, CRLC entered into an agreement in
principal to sell to Partners 5.0 million Shares at a price of $5.50 per share
and warrants to acquire up to 2.5 million Shares at a price of $6.50 per share.
On that same date, Mr. Osborne entered into an agreement with Partners
pursuant to which Mr. Osborne may co-invest with Partners for 30% of the
Shares and warrants that CRLC agreed in principal to sell to Partners. Mr.
Osborne anticipates that the Fund and Umberto Fedeli, Crown Centre Building,
5th Floor, 5005 Rockside Road, Independence, Ohio 44131, as his designees, will
be the purchasers of these Shares and warrants. Mr. Osborne anticipates that
Mr. Fedeli will purchase 1/3 of the Shares and warrants allocatd to Mr.
Osborne. Mr. Osborne also agreed that, if Partners arranged for an interim
loan to CRLC to augment its capital prior to year end, Mr. Osborne would
provide security for 1/3 of the loan, with such security to be reasonably
acceptable to the lender in the transaction. The proceeds of the loan, if
any, would be repaid in full at the time the Shares and warrants are issued to
Partners and the Fund and Mr. Fedeli, as designees of Mr. Osborne.
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CUSIP No. 155055-10-6
In addition, Mr. Osborne and Partners agreed to enter into an appropriate
shareholders' agreement which will provide for Partners' support of Mr. Osborne
and Mr. Fedeli as directors of CRLC. Mr. Osborne agreed that under such
shareholders' agreement he would support the 5 nominees of Partners as
directors of CRLC. Reference is hereby made to the agreement between Mr.
Osborne and Partners, a copy of which is attached hereto as Exhibit 7.2 and the
terms of which are hereby incorporated by reference.
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 400,000 Shares, or approximately 9.5% of the
outstanding Shares. As sole Manager of the Fund, Mr. Osborne may be deemed to
beneficially own all such Shares.
Pursuant to the November 13, 1997 agreement between Mr. Osborne and
Partners, Mr. Osborne, Partners and Mr. Fedeli may be deemed to be a group
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended.
(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 Amendment No.1, the Fund has purchased 15,500
Shares in an open market transaction on October 16, 1997, at approximately
$6.65 per share (excluding commissions).
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
Reference is hereby made to Item 4 herein and to the agreement between Mr.
Osborne and Partners, a copy of which is attached hereto as Exhibit 7.2 and the
terms of which are hereby incorporated by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of Schedule 13D is hereby amended and supplemented as follows:
Exhibit 7.2 -- Letter Agreement between Mr. Osborne and
Partners, dated November 13, 1997
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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: November 19, 1997 TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
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CUSIP No. 155055-10-6
Exhibit Index
Exhibit 7.2 Letter Agreement between Richard M. Osborne and Strategic
Acquisition Partners, LLC, dated November 13, 1997
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Exhibit 7.2
November 13, 1997
Richard Osborne
7001 Center Street
Mentor, Ohio 44060
Dear Mr. Osborne:
This will confirm our conversation regarding our joint efforts to provide
additional capital for Central Reserve Life Corporation ("CRLC").
Strategic Acquisition Partners, LLC, ("Partners") has received approval
from the Board of Directors of CRLC to purchase 5,000,000 shares of Common
Stock for a total purchase price of $27,500,000.
In consideration of your agreement as an investor and shareholder to
support this acquisition by Partners, Partners had agreed that you may
co-invest with us for 30% of our investment. This investment will be made in
cash at the closing of the transaction. In addition, you shall be entitled to
thirty percent (30%) of the 2,500,000 warrants we receive at the closing. All
shares of Common Stock and warrants of CRLC with respect to your portion of the
investment will be issued by CRLC directly to you or your designee. As a
condition to your investment, all agreements with CRLC with respect to this
transaction will be on terms satisfactory to Partners and you.
In the event we arrange for an interim loan to CRLC to augment its capital
prior to year end, as a condition to your participation in our group, you will
provide security for 1/3 of the loan, with such security to be reasonably
acceptable to our lender. It is understood that the loan will be repaid in
full from the proceeds of our joint investment in CRLC.
We will enter into an appropriate shareholders agreement which will
provide for our support of your service as Director as well as the directorship
of Umberto Fedeli. You in turn will support the five nominees of Partners for
the Board of Directors of CRLC.
All information and documents we receive regarding CRLC will be provided
to you promptly upon receipt, and you will so provide us with any information
and documents you receive regarding CRLC.
If the above sets forth our understandings, please sign below to evidence
your commitment as an investor and as a shareholder of CRLC.
Sincerely,
/s/ Billy Hill
Billy Hill for Strategic Acquisition
Partners, LLC
Accepted and agreed:
/s/ Richard Osborne
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Richard Osborne
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