SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
North East Insurance Company
(Name of issuer)
Common Stock, par value $1.00 per share
(Title of class of securities)
659164107
(CUSIP number)
Murry N. Gunty
Ballantrae Partners, L.L.C.
300 East 56th Street
20-A
New York, New York 10022
(212) 583-9085
with copy to
Lawrence T. Yanowitch, Esq.
Tucker, Flyer & Lewis
a professional corporation
1615 L Street, N.W.
Suite 400
Washington, D.C. 20036-5612
(202) 429-3254
(Name, address and telephone number of person
authorized to receive notices and communications)
December 19, 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 [ ].
Check the following box if a fee is being paid with the
statement [ ].
(Continued on following pages)
(Page __ of __ Pages)
CUSIP No. 659164107 13D Page __ of __ Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Ballantrae Partners, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7. SOLE VOTING POWER
OF - 0 -
SHARES 8. SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH - 0 -
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 9 amends and supplements the statement on
Schedule 13D (the "Schedule 13D"), previously filed on behalf of
Ballantrae Partners, L.L.C., a Delaware limited liability company
("Ballantrae"), relating to the Common Stock, par value $1.00 per
share (the "Common Stock"), of North East Insurance Company, a
Maine corporation (the "Company"). Capitalized terms not
otherwise defined herein shall have the meanings set forth in the
Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 is hereby supplemented by inserting the
following immediately after the last paragraph of Item 6.
Amendment No. 2 to Purchase Agreement
Set forth below is a summary description of
selected provisions of Amendment No. 2 to Purchase
Agreement by and between the Seller and Ballantrae,
dated as of December 17, 1996 ("Amendment No. 2").
Such description is qualified in its entirety by
reference to Amendment No. 2, a copy of which has been
included as Exhibit 9.1 hereto and is incorporated by
reference herein.
Amendment No. 2 amends the Purchase Agreement to
extend each of the Seller's and Ballantrae's optional
pre-Closing Date termination date to January 15, 1997.
Item 7. Material to be Filed as Exhibits.
Exhibit 9.1. Amendment No. 2 to Purchase Agreement
dated as of December 17, 1996, between Ballantrae
Partners, L.L.C. and Bernard Gershuny
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.
December 19, 1996
(Date)
/s/ Murry N. Gunty
(Signature)
Murry N. Gunty
Managing Director
(Name/Title)
Exhibit Index
Exhibit Page
9.1. Amendment No. 2 to Purchase Agreement
dated as of December 17, 1996, between
Ballantrae Partners, L.L.C. and
Bernard Gershuny 5
Exhibit 9.1
AMENDMENT NO. 2 TO PURCHASE AGREEMENT
AMENDMENT NO. 2 TO PURCHASE AGREEMENT dated as of December
17, 1996 (this "Amendment"), by and between Bernard D. Gershuny
(the "Seller") and Ballantrae Partners, L.L.C., a Delaware
limited liability company (the "Purchaser").
WHEREAS, the Seller and the Purchaser are parties to that
certain Purchase Agreement dated as of May 14, 1996, as amended
by Amendment No. 1 to Purchase Agreement dated as of August 22,
1996 (the "Agreement");
WHEREAS, Section 9.3 of the Agreement requires that all
modifications of the Agreement be in writing and signed by the
party against which enforcement is sought; and
WHEREAS, each of the Seller and the Purchaser desires to
amend the Agreement to the extent set forth below.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Section 1.5(b). Section 1.5(b) of the Agreement is
hereby deleted in its entirety and amended to read as follows:
(b) In the event that the Closing shall not have
occurred by January 15, 1997 or this Agreement is
terminated for any reason, the amount of the Escrow
Deposit shall be returned to the Purchaser together
with any accrued but unpaid interest thereon.
2. Section 8.1(b). Section 8.1(b) of the Agreement is
hereby deleted in its entirety and amended to read as follows:
(b) by the Seller or the Purchaser in the event the
Closing has not occurred by January 15, 1997;
3. Section 8.2(a). Section 8.2(a) of the Agreement is
hereby deleted in its entirety and amended to read as follows:
(a) by the Purchaser in the event that the Approval
Date has not occurred by January 15, 1997;
4. Capitalized Terms. Capitalized terms not defined
herein shall have the meanings ascribed to such terms in the
Agreement.
5. Ratification. Except as amended hereby, the parties
hereby ratify and affirm each of the terms and provisions of the
Agreement, which shall continue in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly
executed by the parties hereto as of the date first above
written.
BERNARD D. GERSHUNY
/s/ Bernard D. Gershuny
BALLANTRAE PARTNERS, L.L.C., a
Delaware limited liability
company
/s/ Murry N. Gunty
By: Murry N. Gunty
