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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._____)*
CERES GROUP, INC.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
156772 10 5
------------------------------
(CUSIP Number)
July 26, 2000
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(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)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP NO. 156722 10 5
------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Unitrin, Inc.
95-4255452
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
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SOLE VOTING POWER
5
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
1,188,000*
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,188,000*
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,188,000*
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
6.36%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
HC, CO
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*See Item 4 of this filing.
<PAGE>
CUSIP NO. 156772 10 5
------------
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS.
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
United Insurance Company of America
36-1896670
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Illinois
------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
1,188,000*
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
1,188,000*
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,188,000*
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
6.36%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
IC, CO
------------------------------------------------------------------------------
*See Item 4 of this filing.
<PAGE>
Item 1.
(a) Name of Issuer: Ceres Group, Inc.
(b) Address of Issuer's Principal Executive Offices:
17800 Royalton Road
Cleveland, Ohio 44136
Item 2.
(a) - (c) Name, Principal Business Address and Citizenship of Persons
Filing:
(1) Unitrin, Inc.
One East Wacker Drive
Chicago, Illinois 60601
Citizenship: Delaware
(2) United Insurance Company of America
One East Wacker Drive
Chicago, Illinois 60601
Citizenship: Illinois
(d) Title and Class of Securities: Common Stock
(e) CUSIP Number: 156772105
Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with
(S)240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) - (c) Amount beneficially owned, percent of class and number of shares
as to which the person has:
The information in Items 1 and 5 through 11 on the cover pages to this
Schedule 13G are hereby incorporated by reference.
Unitrin, Inc. ("Unitrin") is a corporation whose principal activity is
holding the stock of insurance and consumer finance subsidiaries. United
Insurance Company of America ("United") is a corporation primarily engaged in
the business of writing life and health insurance. United is a wholly owned
subsidiary of Unitrin.
On July 26, 2000, United completed the sale of its wholly owned subsidiary,
The Pyramid Life Insurance Company ("Pyramid"), to Ceres Group, Inc. ("Ceres").
The consideration paid by Ceres to United in exchange for Ceres' acquisition of
Pyramid consisted of (i) a cash payment of $35 million, plus (ii) 75,000 shares
of Ceres convertible voting preferred stock, $0.001 par value (the "Voting
Preferred Stock"). The Voting Preferred Stock may be converted at any time into
Ceres common stock at United's option. Under its terms, the Voting Preferred
Stock must be converted into Ceres common stock no later than July 26, 2003.
As a holder of the Voting Preferred Stock, United is entitled to vote on
all matters presented for a vote of the stockholders of Ceres, including the
election of directors. The number of votes afforded by the Voting Preferred
Stock is equal to the number of common shares into which the Voting Preferred
Stock may be converted. At present, the Voting Preferred Stock may be converted
into approximately 1,188,000 shares of the common stock of Ceres. Based upon the
number of outstanding shares of Ceres common stock, and outstanding securities
presently convertible into such common stock, as reported by Ceres in its recent
filings with the Securities and Exchange Commission, such 1,188,000 shares would
represent approximately 6.36% of the total amount of Ceres outstanding common
stock.
As United's parent company, Unitrin may also be deemed to be a beneficial
owner of the Ceres common stock into which the Voting Preferred Stock
beneficially owned by United may be converted. United and Unitrin share voting
and dispositive powers over the shares reported by them in this Schedule 13G.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
<PAGE>
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
The information set forth in Item 4 above is hereby incorporated by
reference.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Exhibit A attached to this Schedule 13G states the identification of
United.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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.
August 4, 2000
----------------------------------
Date
UNITRIN, INC.
By: /s/ Scott Renwick
Scott Renwick
Secretary
UNITED INSURANCE COMPANY OF AMERICA
By: /s/ Charles L. Wood
Charles L. Wood
Vice President
----------------------------------
Signature
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
<PAGE>
Exhibit A
United Insurance Company of America, an Illinois corporation, is a wholly
owned subsidiary of Unitrin, Inc.
