SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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)
January 6, 1997
(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 [ ].
(Continued on following pages)
(Page __ of __ Pages)
<PAGE>
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 810,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 810,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
810,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 659164107 13D Page __ of __ Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Gunty & Co.
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 810,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 810,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
810,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 659164107 13D Page __ of __ Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Murry N. Gunty
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7. SOLE VOTING POWER
OF - 0 -
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 810,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 810,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
810,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 659164107 13D Page __ of __ Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Deborah L. Harmon
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7. SOLE VOTING POWER
OF - 0 -
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 810,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 810,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
810,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 659164107 13D Page __ of __ Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jonathan S. Kern
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7. SOLE VOTING POWER
OF - 0 -
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 810,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 810,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
810,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 10 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 5. Interest in Securities of the Issuer.
Item 5 (a), (b), (c) is hereby deleted in its entirety
and amended and supplemented by inserting the following in lieu
thereof:
(a), (b), (c) Pursuant to the Purchase Agreement,
as amended, Ballantrae purchased the Trust Certificate
and the Trust Shares on January 6, 1997. As of January
6, 1997, the Trust Shares represented approximately
27.0% of the outstanding shares of Common Stock of the
Company, computed on the basis of 3,002,375 shares of
Common Stock outstanding, as reported on a Form 10-QSB
filed by the Company with the SEC on November 14, 1996.
Pursuant to the L.L.C. Agreement (as defined
below), the Members and the members of the Management
Committee may be deemed to have shared power to vote or
direct the vote and shared power to dispose or direct
the disposition of the Trust Shares.
Representatives of Ballantrae have from time to
time held discussions with representatives of the
Official Committee of Unsecured Creditors of American
Motor Club, Inc. concerning the possible sale to
Ballantrae of the AMC Shares. Ballantrae has not
entered into any definitive agreement with respect to
such shares, however, subject to the terms of the
Letter Agreement, Ballantrae may continue such
discussions from time to time.
Item 7. Material to be Filed as Exhibits.
Exhibit 10.1. Joint Filing Agreement
<PAGE>
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 10, 1997
(Date)
/s/ Murry N. Gunty
(Signature)
Murry N. Gunty
Managing Director
(Name/Title)
Exhibit Index
Exhibit Page
10.1. Joint Filing Agreement 9
Exhibit 10.1
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is entered
into as of the 6th day of January, 1997, by and among BALLANTRAE
PARTNERS, L.L.C., a Delaware limited liability company
("Ballantrae"), GUNTY & CO., a Delaware corporation, MURRY N.
GUNTY, DEBORAH L. HARMON, AND JONATHAN S. KERN.
The undersigned hereby agree that the Statement on Amendment
No. 10 to Schedule 13D (the "Statement") relating to North East
Insurance Company, a Maine corporation, and all subsequent
amendments thereto, pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules promulgated
thereunder, shall be filed together, pursuant to Rule 13d-
1(f)(1), by Ballantrae. Each party hereto affirms that it is
eligible to use Schedule 13D with respect to Amendment No. 10 to
Schedule 13D, and that such filing is being made in a timely
fashion. Furthermore, each party hereto agrees to inform
Ballantrae, as well as other parties hereto, of any change which
could create an obligation to amended this Schedule 13D.
The undersigned hereby acknowledge that each person on whose
behalf the Statement is filed is responsible for the timely
filing of such Statement and any further amendments thereto, and
for the completeness and accuracy of the information contained
therein; and that such person is not responsible for the
completeness or accuracy of the information concerning the other
persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts
by each of the undersigned, each of which taken together shall
constitute one and the same instrument.
BALLANTRAE PARTNERS, L.L.C., a
Delaware limited liability
company
By:/s/ Murry N. Gunty
Murry N. Gunty
Managing Director
GUNTY & CO., a Delaware corporation
By:/s/ Murry N. Gunty
Murry N. Gunty
President
MURRY N. GUNTY
/s/ Murry N. Gunty
DEBORAH L. HARMON
/s/ Deborah L. Harmon
JONATHAN S. KERN
/s/ Jonathan S. Kern
