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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. One)*
ANCHOR PACIFIC UNDERWRITERS, INC.
(Name of Issuer)
Common Stock, $.02 par value
(Title of Class of Securities)
033 066 10 1
(CUSIP Number)
James R. Dunathan
3871 Cottonwood Drive
Danville, California 94506
(510) 648-1603
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 11, 1995
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement of 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. / /
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.
*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 ("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 1 of 7 pages
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CUSIP NO. 033 066 10 1 13D
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1 NAME OF REPORTING PERSONS AND SOCIAL SECURITY OR INTERNAL REVENUE SERVICE
IDENTIFICATION NUMBERS OF SUCH PERSONS
James R. Dunathan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY OWNED 7 SOLE VOTING POWER
BY EACH REPORTING
PERSON WITH -0-
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8 SHARED VOTING POWER
419,855 -- Mr. Dunathan shares voting power
over such shares with Paulette O'Connell
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
419,855 -- Mr. Dunathan shares voting power over
such shares with Paulette O'Connell
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
419,855
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14 TYPE OF REPORTING PERSON
IN
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Page 2 of 7 pages
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CUSIP NO. 033 066 10 1 13D
This Amendment No. One amends the Statement on Schedule 13D filed with the
Securities and Exchange Commission on March 1, 1995 by James R. Dunathan (the
"Schedule 13D"). Items 1 through 7 of the Schedule 13D are hereby amended as
follows:
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Schedule 13D is hereby amended in its entirety as follows:
"(a) Common Stock, $.02 par value.
(b) Anchor Pacific Underwriters, Inc.
1800 Sutter Street, Suite 400
Concord, CA 94520"
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby amended in its entirety as follows:
"(a) James R. Dunathan
(b) 3871 Cottonwood Drive
Danville, California 94506
(c) Mr. Dunathan is President and Chief Executive Officer of Anchor
Pacific Underwriters, Inc.
(d) During the last five years, neither Mr. Dunathan nor Ms. O'Connell
have been convicted in a criminal proceeding.
(e) During the last five years, neither Mr. Dunathan nor Ms. O'Connell
have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he
or she was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws, or finding any violation
with respect to such laws.
(f) Mr. Dunathan and Ms. O'Connell are citizens of the United States."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended in its entirety as follows:
"On January 6, 1995, Mr. Dunathan acquired 350,690 shares of common stock
of Anchor Pacific Underwriters, Inc., a Delaware corporation ("New Anchor")
pursuant to the merger (the "Merger") of Anchor Pacific Underwriters, Inc. ("Old
Anchor") with and into System Industries, Inc.
Page 3 of 7 pages
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CUSIP NO. 033 066 10 1 13D
("System"). Upon consummation of the Merger: (a) System was renamed "Anchor
Pacific Underwriters, Inc." (as so renamed, "New Anchor"); (b) Old Anchor
shareholders received common stock equal to 90% of the outstanding shares of New
Anchor's common stock; (c) former shareholders of System retained 5% of the
outstanding shares of New Anchor's common stock and certain creditors of System
received the remaining 5% of such shares; and (d) the directors and executive
officers of Old Anchor became the directors and executive officers of New
Anchor. In addition, effective upon consummation of the Merger, New Anchor no
longer is engaged in the computer storage management business (which was
System's pre-merger/pre-bankruptcy line of business). Rather, New Anchor is
engaged in the insurance brokerage and administration business (which was Old
Anchor's pre-Merger line of business).
On May 1, 1995, Mr. Dunathan acquired from New Anchor $10,000 in principal
amount of 10% Convertible Subordinated Debentures (the "Debentures"), which are
convertible into shares of common stock of New Anchor at the conversion prices
specified below.
On June 20, 1995, Mr. Dunathan was granted options to purchase 54,350
shares of common stock of New Anchor at a purchase price of $1.50 per share.
Such options are exercisable at any time and from time to time prior to the
close of business on June 19, 2005, unless sooner terminated in accordance with
their terms.
On August 22, 1995, the former shareholders of Putnam, Knudsen & Wieking
Inc. Insurance Brokers ("PKW"), a California corporation that was acquired by
New Anchor in September 1994 in consideration for shares of New Anchor's common
stock, entered into a Settlement Agreement and Mutual Release (the "Settlement
Agreement") with New Anchor. Pursuant to the Settlement Agreement, the number
of shares of New Anchor's common stock issued to the former shareholders of PKW
in connection with such acquisition was reduced by 248,710 shares. The return
of such shares to New Anchor for cancellation had the effect of decreasing the
number of outstanding shares of New Anchor's common stock and increasing the
percentage owned by the reporting person.
On September 11, 1995, Mr. Dunathan acquired from New Anchor an additional
$10,000 in principal amount of Debentures. The Debentures are convertible into
shares of common stock of New Anchor at the following conversion prices:
(i) During the first year that the Debenture is outstanding: $1.35
per Share; and
(ii) Thereafter: $1.65 per Share."
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended in its entirety as follows:
"Prior to the consummation of the Merger, the reporting person held shares
of Old Anchor common stock for investment purposes. As indicated above, such
shares were exchanged for shares of
Page 4 of 7 pages
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CUSIP NO. 033 066 10 1 13D
New Anchor common stock pursuant to the Merger. The reporting person holds all
of his shares of New Anchor common stock for investment purposes and has no
plans that relate to or would result in:
(a) The acquisition by any person of additional securities of New
Anchor, or the disposition of securities of New Anchor;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving New Anchor or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of New Anchor
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
New Anchor, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of New Anchor;
(f) Any other material change in New Anchor's business or corporate
structure;
(g) Changes in New Anchor's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of New Anchor by any person;
(h) Causing a class of securities of New Anchor to be delisted from
a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of New Anchor becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Act; or
(j) Any action similar to any of those enumerated above."
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5 of the Schedule 13D is amended in its entirety as follows:
"(a) 419,855, consisting of 350,690 shares of common stock, options
to purchase 54,350 shares of common stock and Debentures
convertible into 14,815 shares of common stock (assuming
conversion at a conversion price equal to $1.35 per share).
11.2%
Page 5 of 7 pages
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CUSIP NO. 033 066 10 1 13D
(b) The reporting person shares voting and dispositive power over
all shares described in paragraph (a) of this Item 5 with
Paulette O'Connell.
(c) See answer to Item 3 above.
(d) Not applicable.
(e) Not applicable."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby restated in its entirety as follows:
"Not applicable."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby restated in its entirety as follows:
"Not applicable."
Page 6 of 7 pages
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CUSIP NO. 033 066 10 1 13D
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.
Date: September 26, 1995
Signature: /s/ James R. Dunathan
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James R. Dunathan
Page 7 of 7 pages
