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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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(Rule 13d-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
CRAWFORD & COMPANY
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(Name of Issuer)
Class B Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
224633206
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(CUSIP Number)
Virginia C. Crawford
1865 River Forest Road, N.W.
Atlanta, Georgia 30327
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(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
February 13, 1999
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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(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
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<TABLE>
<CAPTION>
SCHEDULE 13D FORMS 7060
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CUSIP No. 224633206 13D Page 2 of 5 Pages
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<S> <C> <C>
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1 NAME OF REPORTING PERSONS
Virginia C. Crawford
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2 CHECK THE
APPROPRIATE BOX
IF A MEMBER OF A
GROUP*
(a)
(b) x
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Georgia
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NUMBER OF 7 SOLE VOTING POWER 8,401,207
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING --------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 8,401,207
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10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,401,207
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4% (1)
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14 TYPE OF REPORTING PERSON*
00
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</TABLE>
(1) Assumes a total of 25,177,992 shares outstanding.
(Continued on following pages)
Page 2 of 5 Pages
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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 in order to
reflect certain changes in the ownership of the Common Stock. Virginia C.
Crawford is sometimes hereinafter referred to as the "Reporting Person."
(b)-(c)
Virginia C. Crawford's address is 1865 River Forest Road, N.W.,
Atlanta, Georgia 30327 and she is retired.
(d)-(e)
The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
The Reporting Person has not, 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) The Reporting Person is a citizen 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 Person to purchase shares of the Stock is not applicable. See Item
5(c) below.
(Continued on following pages)
Page 3 of 5 Pages
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Item 4. Purpose of Transaction.
The Reporting Person acquired and continue to hold the Common
Stock reported herein for investment purposes. The Reporting Person has no
plans or proposals relating to any matters specified in paragraphs (a) through
(j) of Item 4 of Schedule 13D. However, the Reporting Person reserves 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) The Reporting Person may be deemed to be the beneficial owner
(as that term is defined in Rule 13d-3 under the Act) of 8,401,207 shares of
Common Stock, which constitutes 33.4% of the outstanding shares of the Common
Stock
(b) The Reporting Person has sole power to vote or to direct the
vote of, and to dispose or to direct the disposition of, 8,401,207 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 Person during the
past 60 days. The Common Stock subject to this Schedule 13D was transferred to
Crawford Partners, L.P., a Georgia limited partnership, on December 2, 1996.
The purpose of the transfer was to consolidate the Crawford's family ownership
of the stock of Crawford & Company. On February 13, 1999, certain shares of the
Common Stock held by Crawford Partners was distributed to the partners of
Crawford Partners, L.P., including the Reporting Person. The purpose of this
distribution was for business and tax planning purposes.
(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 Person beneficially owns 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 Person.
Item 7. Material to be filed as Exhibits.
None
(Continued on following pages)
Page 4 of 5 Pages
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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: February 19, 1999
/s/ Virginia C. Crawford
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Virginia C. Crawford
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