BANCINSURANCE CORP
SC 13G/A, 1999-01-21
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>   1

                                      
                                 SCHEDULE 13G

                               (Rule 13d-102)
                                      
    Information to be included in statements filed pursuant to Rule 13d-1(b) AND
(c) and amendments thereto filed pursuant to Rule 13d-2(b).


                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549
   
                                 SCHEDULE 13G/A
    
                  UNDER THE SECURITIES EXCHANGE ACT OF 1934
   
                              (Amendment No. 1)*
    

                          BANCINSURANCE CORPORATION
- -------------------------------------------------------------------------------
                               (Name of Issuer)                                
                                                                               
                                                                               
                                                                               
                       COMMON STOCK, WITHOUT PAR VALUE                         
- -------------------------------------------------------------------------------
                        (Title of Class of Securities)                         
                                                                               
                                                                               
                                 05945K 10 2                                   
- -------------------------------------------------------------------------------
                                (CUSIP Number)                                 
                                                                               
                                                                               
                                                                               
                                                                               
        Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing 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.)                                                              
                                                                               
        *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).                                                      
                                                                               
                                                                               
 CUSIP NO.  05945K 10 2                                                        
           --------------                                                      
- -------------------------------------------------------------------------------
   1) NAMES OF REPORTING PERSONS/S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
      PERSONS        Milton O. Lustnauer    ###-##-####
- -------------------------------------------------------------------------------
   2) CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP  (See Instructions)     
         (a)    N/A                                                            
             ------------------------------------------------------------------
         (b)                                                                   
             ------------------------------------------------------------------
- -------------------------------------------------------------------------------
   3) SEC USE ONLY                                                             
                  -------------------------------------------------------------
- -------------------------------------------------------------------------------
   4) CITIZENSHIP OR PLACE OF ORGANIZATION              UNITED STATES          
                                                                               
- -------------------------------------------------------------------------------
   
            NUMBER OF             (5)   SOLE VOTING POWER   417,560 SHARES    
    
             SHARES            ------------------------------------------------
          BENEFICIALLY            (6)   SHARED VOTING POWER    0 SHARES       
            OWNED BY           ------------------------------------------------
   
              EACH                (7)   SOLE DISPOSITIVE POWER   417,560 SHARES
    
            REPORTING          ------------------------------------------------
             PERSON               (8)   SHARED DISPOSITIVE POWER   0 SHARES   
              WITH                                                             
- -------------------------------------------------------------------------------
                                      24
<PAGE>   2


- --------------------------------------------------------------------------------
   
   9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       417,560
                                                                   -------------
    
- --------------------------------------------------------------------------------
  10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN           
      SHARES (See Instructions)                                              N/A
                                ------------------------------------------------
- --------------------------------------------------------------------------------
   
  11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  9        7.1%
                                                      -------------------------
    
- --------------------------------------------------------------------------------
  12) TYPE OF REPORTING PERSON  (See Instructions)       IN
                                                  ------------------------------
- --------------------------------------------------------------------------------

        INSTRUCTIONS FOR COVER PAGE

        (1) NAMES AND SOCIAL SECURITY NUMBERS OF REPORTING PERSONS. Furnish the
full legal name of each person for whom the report is filed (i.e., each person
required to sign the schedule itself) including each member of a group. Do not
include the name of a person required to be identified in the report but who is
not a reporting person. Reporting persons are also requested to furnish their
Social Security or I.R.S. identification numbers, although disclosure of such
numbers is voluntary, not mandatory. (See "SPECIAL INSTRUCTIONS FOR COMPLYING
WITH SCHEDULE 13G," below.)

        (2) If any of the shares beneficially owned by a reporting person are
held as a member of a group and such membership is expressly affirmed, please
check row 2(a). If the membership in a group is disclaimed or the reporting
person describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) (unless a joint filing pursuant to
Rule 13d-1(e)(1) in which case it may not be necessary to check row 2(b)).

        (3) The third row is for SEC internal use; please leave blank.

        (4) CITIZENSHIP OR PLACE OF ORGANIZATION. Furnish citizenship if the
named reporting person is a natural person. Otherwise, furnish place of
organization.

        (5)-(9), (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON, ETC. Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All percentages are to
be rounded off to the nearest 10th (one place after decimal point).

        (10) Check if the aggregate amount reported as beneficially owned in row
(9) does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.

        (12) TYPE OF REPORTING PERSON. Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and place the
appropriate symbol on the form:



                                      25
<PAGE>   3

<TABLE>
<CAPTION>
        CATEGORY                                                SYMBOL
        <S>                                                     <C>
        Broker-Dealer                                             BD
        Bank                                                      BK
        Insurance Company                                         IC
        Investment Company                                        IV
        Investment Adviser                                        IA
        Employee Benefit Plan, Pension Fund,
            or Endowment Fund                                     EP
        Parent Holding Company                                    HC
        Corporation                                               CO
        Partnership                                               PN
        Individual                                                IN
        Other                                                     OO
</TABLE>


                NOTES. Attach as many copies of the second part of the cover
        page as are needed, one reporting person per page.

                Filing persons may, in order to avoid unnecessary duplication,
        answer items on the schedules (Schedule 13D, 13G or 14D-1) by
        appropriate cross-references to an item or items on the cover page(s).
        This approach may only be used where the cover page item or items
        provide all the disclosure required by the schedule item. Moreover,
        such a use of a cover page item will result in the item becoming a part
        of the schedule and accordingly being considered as "filed" for
        purposes of Section 18 of the Securities Exchange Act, or otherwise
        subject to the liabilities of that section of the Act.

                Reporting persons may comply with their cover page filing
        requirements by filing either completed copies of blank forms available
        from the Commission, printed or typed facsimiles, or computer printed
        facsimiles, provided the documents filed have identical formats to the
        forms prescribed in the Commission's regulations and meet existing 
        Securities Exchange Act rules as to such matters as clarity and size 
        (Securities Exchange Act Rule 12b-12).


SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G:

        Under Sections 13(d), 13(g) and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.

        Disclosure of the information specified in this schedule is mandatory,
except for Social Security or I.R.S. identification numbers, disclosure of
which is voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of certain
equity securities. This statement will be made a matter of public record.
Therefore, any information given will be available for inspection by any member
of the public.

        Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or



                                      26
<PAGE>   4
securities self-regulatory organizations for investigatory purposes, or in
connection with litigation involving the Federal securities laws or other
civil, criminal or regulatory statutes or provisions. Social Security or I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.

        Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.


   ITEM 1(A).  NAME OF ISSUER:
                                 BANCINSURANCE CORPORATION
                  --------------------------------------------------------------
                                                                           
      
   ITEM 1(B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:               
         
                    20 EAST BROAD STREET, 4TH FLOOR, COLUMBUS, OHIO 43215
                  --------------------------------------------------------------
      
      
   ITEM 2(A).  NAME OF PERSON FILING:                                         
      
                                 MILTON 0. LUSTNAUER
                  --------------------------------------------------------------
      
      
   ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
                                                                           
                                 MILTON 0. LUSTNAUER
                  --------------------------------------------------------------
                  20 EAST BROAD STREET, 4TH FLOOR, COLUMBUS, OHIO 43215
      
                                                                           
   ITEM 2(C).  CITIZENSHIP
      
                                 MR. LUSTNAUER IS A UNITED STATES CITIZEN
                  --------------------------------------------------------------
                                                                           
      
   ITEM 2(D).  TITLE OF CLASS OF SECURITIES:                                  
      
                        COMMON STOCK, WITHOUT PAR VALUE
                  --------------------------------------------------------------
                                                                           
      
   ITEM 2(E).  CUSIP NUMBER:                                                  
                                                                           
                       05945K 10 2
                  --------------------------------------------------------------
      
      
   ITEM 3.   IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR  13d-2(b),
             CHECK WHETHER THE PERSON FILING IS A:      NOT APPLICABLE

   (a). [ ] Broker or Dealer registered under Section 15 of the Act:
   (b). [ ] Bank as defined in Section 3(a)(6) of the Act;
   (c). [ ] Insurance Company as defined in Section 3(a)(19) of the Act;
   (d). [ ] Investment Company registered under Section 8 of the
Investment Company Act;
   (e). [ ] Investment Advisor registered under Section 203 of the
Investment Advisers Act of 1940;
   (f). [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974, or Endowment
Fund; see Rule 13d-1(b)(1)(ii)(F);
   (g). [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G) (Note: see Item 7);
   (h). [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

ITEM 4.  OWNERSHIP.                                            

      If the percent of the class owned, as of December 31, of the year covered
by the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right to
acquire.        

                                      27


<PAGE>   5

                                                               
      (a)  Amount beneficially owned:                                   
   
              417,560 SHARES (INCLUDES 10,000 SHARES WHICH MR. LUSTNAUER HAS
    
              A RIGHT TO PURCHASE UNDER PRESENTLY EXERCISABLE OPTIONS.)
- -------------------------------------------------------------------------------
   
      (b)  Percent of class:           7.1%
    
- -------------------------------------------------------------------------------
      (c)  Number of shares as to which such person has:               
                                                                
      (i)  Sole power to vote or to direct the vote  417,560 Shares
                                                   ----------------------------
    
      (ii) Shared power to vote or to direct the vote     0 Shares
                                                     --------------------------
   
     (iii) Sole power to dispose or to direct the disposition of 417,560 Shares
                                                                ---------------
    
      (iv) Shared power to dispose or to direct the disposition of  0 Shares
- -------------------------------------------------------------------------------

        INSTRUCTION. For computations regarding securities which represent a
      right to acquire an underlying security see Rule 13d-3(d)(1).

ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.       NOT APPLICABLE

        If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].           

        INSTRUCTION. Dissolution of a group requires a response to this item.
  

ITEM 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON 
          BEHALF OF ANOTHER PERSON.                             NOT APPLICABLE

        If any 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,
such securities, a statement to that effect should be included in response to
this item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or endowment fund is
not required.


ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
          WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
          PARENT HOLDING COMPANY.                               NOT APPLICABLE

          If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary.  If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
          GROUP.                                                NOT APPLICABLE

          If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H),
so indicate under Item 3(h) and attach an exhibit stating the identity and Item
3 classification of each member of the group.   If a group has filed this
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of
each member of the group.

                                      28

<PAGE>   6

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP:                        NOT APPLICABLE

        Notice of dissolution of a group may be furnished as an exhibit stating 
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. (See Item 5.)
        
ITEM 10.  CERTIFICATION                                          NOT APPLICABLE

        The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):

                "By signing below I certify that, to the best of my knowledge
        and belief, the securities referred to above were acquired in the
        ordinary course of business and were not acquired for the purpose
        of and do not have the  effect of changing or influencing the   
        control of the issuer of such securities and were not acquired in
        connection with or as a participant in any transaction having such
        purposes 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.

   
                                                 JANUARY 18, 1999              
                                        ------------------------------------- 
    
                                                      (Date)                  
                                                                              
                                                 /s/ MILTON O. LUSTNAUER
                                        ------------------------------------- 
                                                    (Signature)               
                                                                              
                                            MILTON O. LUSTNAUER, Director
                                        ------------------------------------- 
                                                   (Name and 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. Six copies of this statement, including all exhibits,
        should be filed with the Commission.

                ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
                CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).





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