UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMERICAN COUNTRY HOLDINGS INC. (formerly, The Western Systems Corp.)
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
025278 10 2
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(CUSIP Number)
November 11, 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. [ ]
Check the following box if a fee is being paid with this statement. [ ] (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.)
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.
(Continued on following pages)
(Page 1 of 6 Pages)
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* 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 (the "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>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 025278 10 2 | | Page 2 of 6 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| | |
| 1. | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Wilmer J. Thomas, S.S. ####-##-#### |
| | |
|---------|------------------------------------------------------------------|
| | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]|
| | (b) [ ]|
|---------|------------------------------------------------------------------|
| | |
| 3. | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| | |
| 4. | SOURCE OF FUNDS |
| | |
| | PF and BK |
|---------|------------------------------------------------------------------|
| | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEM 2(D) OR 2(E) [ ] |
|---------|------------------------------------------------------------------|
| | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | U.S.A. |
| | |
|----------------|-----|-----------------------------------------------------|
| | | |
| NUMBER OF | 7. | SOLE VOTING POWER |
| | | |
| SHARES | | 8,000,343 |
| |-----|-----------------------------------------------------|
| BENEFICIALLY | | |
| | 8. | SHARED VOTING POWER |
| OWNED BY EACH | | 0 |
| |-----|-----------------------------------------------------|
| REPORTING | | |
| | 9. | SOLE DISPOSITIVE POWER |
| PERSON | | |
| | | 8,000,343 |
| WITH |-----|-----------------------------------------------------|
| | | |
| | 10.| SHARED DISPOSITIVE POWER |
| | | 0 |
|----------------------------------------------------------------------------|
| | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 8,000,343 |
| | |
|---------|------------------------------------------------------------------|
| | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES [ ] |
| | |
|---------|------------------------------------------------------------------|
| | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 25.0% |
|---------|------------------------------------------------------------------|
| | |
| 14. | TYPE OF REPORTING PERSON |
| | |
| | IN |
|----------------------------------------------------------------------------|
<PAGE>
Page 3
Item 1. The securities to which this Amendment No. 1 to Schedule 13D
relate are the shares of Common Stock, $.01 par value per share (the "Common
Stock"), of American Country Holdings Inc., a corporation organized under the
laws of Delaware (the "Issuer"). The address of the Issuer's principal place of
business is 222 N. LaSalle Street, Chicago, Illinois 60601-1105.
This Amendment No. 1 to Schedule 13D is being filed to give notice of
the dissolution of a "group" for purposes of Rule 13d-1 under the Securities
Exchange Act of 1934, as amended. See the Agreement to Dissolve Group attached
as Exhibit A hereto.
Item 2. Identity and Background.
The person signing this statement (the "Reporting Person") is:
Wilmer J. Thomas, Jr.
272 Undermountain Road
Salisbury, Connecticut 06068
Occupation: Investor
Citizenship: United States
The Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding the Reporting Person was or is
subject to a judgment, decree or final order enjoining future violation of, or
prohibiting or mandating activity subject to, federal or state securities laws
or finding any violation with respect to any laws.
Item 5. Interest and Securities of the Issuer.
(a) The aggregate shares of Common Stock and the percentage of the
total outstanding shares of Common Stock beneficially owned by the Reporting
Person, based on the 31,937,815 shares of Common Stock outstanding on October
29, 1997, are set forth below:
No. of Shares Percentage of
Beneficially Owned Outstanding Shares
------------------ ------------------
8,000,343 (1) 25.0%
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(1) Includes 2,272,727 shares owned by T.G.P. Associates Ltd. Partnership, a
limited partnership for which the Reporting Person serves as general partner.
<PAGE>
Page 4
(b) The Reporting Person has sole power to vote or direct the vote and
sole power to dispose of or direct the disposition of the shares of Common Stock
beneficially owned by him.
(c) No transactions were effected with respect to shares of Common
Stock beneficially owned by the Reporting Person in the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
A. Agreement to Dissolve Group among Frontier Insurance Group, Inc.,
Martin L. Solomon and Wilmer J. Thomas, Jr.
<PAGE>
Page 5
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.
November 11, 1997
-------------------------
(Date)
/s/ Wilmer J. Thomas, Jr.
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(Signature)
<PAGE>
Page 6
Exhibit A to Amendment No. 1 to Schedule 13D
Agreement to Dissolve Group
November 11, 1997
The undersigned hereby agree that they shall no longer be deemed a
"group" for purposes of Rule 13d-1 under the Securities Exchange Act of 1934, as
amended, and that all further filings with respect to transactions in the
security reported on will be filed, if required, by the undersigned in their
individual capacities.
/s/ Martin L. Solomon
-----------------------
Martin L. Solomon
/s/ Wilmer J. Thomas, Jr.
-------------------------
Wilmer J. Thomas, Jr.
FRONTIER INSURANCE GROUP, INC.
By: /s/ Peter H. Foley
----------------------------
Peter H. Foley
Executive Vice President
