SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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
Keith C. Jones
Drummond Woodsum & MacMahon
245 Commercial Street
P.O. Box 9781
Portland, Maine 04104-5081
(207) 772-1941
(Name, address and telephone number of person
authorized to receive notices and communications)
May 6, 1998
(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 (3) or (4), check the following box [ ].
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).
(Continued on the following pages)
(Page 1 of 7 Pages)
<PAGE>
CUSIP No. 659164107 13D Page 2 of 7 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%
14. TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT.
<PAGE>
CUSIP No. 659164107 13D Page 3 of 7 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%
14. TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT.
<PAGE>
CUSIP No. 659164107 13D Page 4 of 7 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%
14. TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT.
<PAGE>
CUSIP No. 659164107 13D Page 5 of 7 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%
14. TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 6 of 7 Pages
This Amendment No. 11 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 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 4 is hereby amended and supplemented by adding the following
immediately prior to the last paragraph thereof:
On Wednesday, May 6, 1998, Murry Gunty, a Managing Director of
Ballantrae, was elected a director of the Company at a meeting of the Board of
Directors. Mr. Gunty was elected to fill a vacancy created by an increase in
the number of directors authorized by the Board. As a result of Mr. Gunty's
election, Mr. Gunty, Deborah L. Harmon and Jonathan S. Kern, each of whom is a
Managing Director of Ballantrae, now serve on the Company's Board.
<PAGE>
Page 7 of 7 Pages
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.
May 14, 1998
/s/ JONATHAN S. KERN
----------------------------------
(Signature)
Jonathan S. Kern
Managing Director
(Name/Title)
