<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
----------------------
SCHEDULE 13D
------------
(Rule 13d-101)
Under the Securities Exchange Act of 1934
-----------------------------------------
CRAWFORD & COMPANY
------------------
(Name of Issuer)
Class B Common Stock, Par Value $0.01 Per Share
-----------------------------------------------
(Title of Class of Securities)
224633206
---------
(CUSIP Number)
Crawford Management Company, LLC
55 Park Place
Atlanta, Georgia 30302
----------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
David I. Bokman
King & Spalding
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
December 2, 1996
----------------
(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: /X/
<PAGE>
Check the following box if a fee is being paid with the Statement. / X / (A
fee is not required only if the reporting person (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
(Continued on following pages)
Page 2 of 12 Pages
<PAGE>
SCHEDULE 13D FORMS 7060
CUSIP No. 224633206 13D
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
Crawford Management Company, LLC
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Georgia
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 9,093,522 (1)
OWNED BY
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 9,093,522 (1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,093,522
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.6% (2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
- ---------------
(1) Solely in its capacity as one of the two general partners of Crawford
Partner, L.P.
(2) Assumes a total of 17,281,505 shares outstanding.
(Continued on following pages)
Page 3 of 12 Pages
<PAGE>
SCHEDULE 13D FORMS 7060
CUSIP No. 224633206 13D
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
Crawford Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Georgia
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 9,093,522 (1)
SHARES
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 9,093,522 (1)
REPORTING
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,093,522
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.6% (2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
- ---------------
(1) Power is exercised through its general partners, Crawford Management
Company, LLC and Jesse Carroll Crawford.
(2) Assumes a total of 17,281,505 shares outstanding.
(Continued on following pages)
Page 4 of 12 Pages
<PAGE>
SCHEDULE 13D FORMS 7060
CUSIP No. 224633206 13D
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
SunTrust Bank, Atlanta, as Trustee under Item II of the Last Will and
Testament of James H. Crawford
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Georgia
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 9,093,522 (1)
OWNED BY
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 9,093,522 (1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,093,522
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.6% (2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
- ---------------
(1) In its capacity as a member of Crawford Management Company, LLC, a general
partner of Crawford Partners, L.P.
(2) Assumes a total of 17,281,505 shares outstanding.
(Continued on following pages)
Page 5 of 12 Pages
<PAGE>
SCHEDULE 13D FORMS 7060
CUSIP No. 224633206 13D
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
Jesse Carroll
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Georgia
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 9,093,522 (1)
OWNED BY
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 9,093,522 (1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,093,522
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.6% (2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
- ---------------
(1) In his capacity both as one of the two general partners of Crawford
Partners, L.P. and as a member of Crawford Management Company, LLC, the
other general partner of Crawford Partners, L.P.
(2) Assumes a total of 17,281,505 shares outstanding.
(Continued on following pages)
Page 6 of 12 Pages
<PAGE>
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
relates is the Class B common stock, par value $1.00 per share (the"Common
Stock"), of Crawford & Company (the "Issuer"), a Georgia corporation, with its
principal executive offices located at 5620 Glenridge Dr., N.E., Atlanta,
Georgia 30342.
Item 2. IDENTITY AND BACKGROUND
(a) Pursuant to Rules 13d(1)(f)(1) and (2) of Regulations D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby files this Schedule 13D on behalf of
Crawford Partners, L.P. ("Crawford Partners"), Crawford Management Company, LLC
("Crawford Management"), SunTrust Bank, Atlanta, as Trustee under Item II of the
Last Will and Testament of James H. Crawford ("Marital Trust") and Jesse Carroll
Crawford ("JCC"). Crawford Partners, Crawford Management, Marital Trust
and JCC are sometimes hereinafter collectively referred to as the "Reporting
Persons." The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons
that a group exists.
(b)-(c)
Crawford Partners
Crawford Partners is a Georgia limited partnership, the principal
business of which is investment. Crawford Partners' principal business
address, which also serves as its principal office, is 55 Park Place, Atlanta,
Georgia 30302. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to Crawford Management, VCC and JCC, the general
partners of Crawford Partners is set forth below.
Crawford Management
Crawford Management is a Georgia limited liability company, the principal
business of which is serving as a general partner of Crawford Partners.
Crawford Management's principal business address, which also serves as its
principal office, is 55 Park Place, Atlanta, Georgia 30302.
Marital Trust
(Continued on following pages)
Page 7 of 12 Pages
<PAGE>
SunTrust Bank, Atlanta is the Trustee of Marital Trust, which was organized
for the benefit of Virginia C. Crawford. Mrs. Crawford has the power to direct
distribution of income from the Marital Trust, including dividends and the
proceeds from sale of securities. SunTrust Bank, Atlanta's principal business
address and principal office address is 55 Park Place, Atlanta, Georgia 30302
and it provides banking services.
Virginia C. Crawford's business address is 5620 Glenridge Dr., N.E.,
Atlanta, Georgia 30342 and her present principal occupation or employment at
such address is serving as Vice President and Director of Crawford & Company.
Crawford & Company provides claims services, risk management services,
disability management, risk control services and risk management information
services to insurance companies, self-insured corporations and governmental
entities. The principal business address of Crawford & Company, which also
serves as its principal office, is 5620 Glenridge Dr., N.E., Atlanta, Georgia
30342.
JCC
Jesse C. Crawford's business address is 5620 Glenridge Dr., N.E., Atlanta,
Georgia 30342. and his present principal occupation or employment is President
of Crawford Communications, Inc.
Crawford Communications, Inc. is a full-service provider of teleproduction
services including audio/video production and post production, multimedia title
design, satellite services, animation, and special effects. The principal
business address of Crawford Communications, Inc., which also serves as its
principal office, is 535 Plasamour Drive, Atlanta, Georgia 30324.
(d)-(e)
None of the entities or persons identified in this Item 2 has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(Continued on following pages)
Page 8 of 12 Pages
<PAGE>
None of the entities or persons identified in this Item 2 has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Crawford Partners Not Applicable Not Applicable
Crawford Management Not Applicable Not Applicable
Marital Trust Not Applicable Not Applicable
JCC Not Applicable Not Applicable
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the Common Stock
reported herein for investment purposes. The Reporting Persons have no plans or
proposals relating to any matters specified in paragraphs (a) through (j) of
Item 4 of Schedule 13D. However, the Reporting Persons reserve the right to
adopt such plans or proposals in the future, subject to applicable regulatory
requirements.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Crawford Partners may be deemed to be the beneficial owner (as that
term is defined in Rule 13d-3 ("Rule 13d-3") under the Act) of 9,093,522 shares
of Common Stock, which constitutes 52.6% of the outstanding shares of the Common
Stock.
Crawford Management may be deemed to be the beneficial owner (as that
term is defined in Rule 13d-3 under the Act) of 9,093,522 shares of Common
Stock, which constitutes 52.6% of the outstanding shares of the Common Stock.
Marital Trust may be deemed to be the beneficial owner (as that term
is defined in Rule 13d-3 under the Act) of 9,093,522 shares of Common Stock,
which constitutes 52.6% of the outstanding shares of the Common Stock.
(Continued on following pages)
Page 9 of 12 Pages
<PAGE>
JCC may be deemed to be the beneficial owner (as that term is defined
in Rule 13d-3 under the Act) of 9,093,522 shares of Common Stock, which
constitutes 52.6% of the outstanding shares of the Common Stock.
(b) Crawford Partners will have sole power to vote or to direct the vote
of, and to dispose or to direct the disposition of, 9,093,522 shares of Common
Stock.
Crawford Management will have shared power to vote or to direct the
vote of, and to dispose or to direct the disposition of, 9,093,522 shares of
Common Stock.
Marital Trust will have shared power to vote or to direct the vote of,
and to dispose or to direct the disposition of, 9,093,522 shares of Common
Stock.
JCC will have shared power to vote or to direct the vote of, and to
dispose or to direct the disposition of, 9,093,522 shares of Common Stock.
(c) Except as described in this Item 5(c), no transactions in the shares
of Common Stock have been effected by the Reporting Persons during the past 60
days. The Common Stock subject to this Schedule 13D was transferred to Crawford
Partners and Crawford Management by JCC, the Marital Trust and SunTrust Bank,
Atlanta, as trustee under two trusts for the benefit of Jessee Carroll Crawford
and Jesse Carroll Crawford, Jr. on December 2, 1996. The purpose of the
transfer was to consolidate the Crawford's family ownership of the stock of
Crawford & Company. The Common Stock was transferred in exchange for interests
in Crawford Management or either general or limited partnership interests in
Crawford Partners, as applicable.
(d) 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 described above.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In addition to the shares of Common Stock reported herein, the
Reporting Persons beneficially own shares of the Issuer's non-voting Class A
Common Stock.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to the shares of the Common Stock owned by the Reporting Persons
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement to file Schedule 13D jointly pursuant to Rule
13d-1(f)(iii).
(Continued on following pages)
Page 10 of 12 Pages
<PAGE>
SIGNATURES
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: December 6, 1996
CRAWFORD MANAGEMENT COMPANY, LLC
By: SunTrust Bank, Atlanta, as Trustee under
Item II of the Last Will and Testament of
James H. Crawford
By: /S/
----------------------------------------
Dameron Black, III, First Vice President
(Continued on following pages)
Page 11 of 12 Pages
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Agreement to file Schedule 13D jointly pursuant to
Rule 13d-1(f)(1)(iii), filed herewith
(Continued on following pages)
Page 12 of 12 Pages
<PAGE>
Exhibit 99.1
SCHEDULE 13D
JOINT FILING AGREEMENT
AGREEMENT dated as of November 20, 1996 between Crawford Partners, L.P.
("Crawford Partners"), a Georgia limited partnership, Crawford Management
Company, LLC ("Crawford Management"), a Georgia limited liability company,
SunTrust Bank, Atlanta, as Trustee under Item II of the Last Will and
Testament of James H. Crawford ("Marital Trust") and Jesse C. Crawford.
WHEREAS, pursuant to paragraph (f) of Rule 13d-1 promulgated under Subsection
13d(1) of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
the parties hereto have decided to satisfy their filing obligations under the
1934 Act by a single joint filing:
NOW, THEREFORE, the undersigned hereby agree as follows:
1. The Schedule 13D with respect to Crawford & Company, attached hereto
as Exhibit A, is filed on behalf of Crawford Partners, Crawford Management,
Marital Trust and Jesse C. Crawford.
2. Each of Crawford Partners, Crawford Management, Marital Trust
and Jesse C. Crawford is responsible for the completeness and accuracy of the
information concerning such person contained therein; provided that each person
is not responsible for the completeness or accuracy of the information
concerning any other person making such filing.
<PAGE>
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date
first above written.
Crawford Partners, L.P.
By: /s/
-----------------------
Jesse Carroll Crawford
Crawford Management Company, LLC
By: SunTrust Bank, Atlanta, as Trustee under
Item II of the Last Will and Testament of
James H. Crawford
By: /s/
--------------------------------
Dameron Black, III, First Vice President
/s/
------------------------
Jesse C. Crawford
SunTrust Bank, Atlanta, as Trustee
under Item II of the Last Will and
Testament of James H. Crawford
By: /s/
--------------------------------
Dameron Black, III, First Vice President
