SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
North East Insurance Company
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
659164107
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(CUSIP Number)
Kenneth L. Henderson
Robinson Silverman Pearce Aronsohn & Berman LLP
1290 Avenue of the Americas
New York, New York 10104
Tel. No.: (212) 541-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ]
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
______________________
(1) 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 1 of 4 Pages
<PAGE>
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| CUSIP No. 659164107 | 13D | Page 2 of 4 Pages |
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_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Foothold Fund, L.P. (52-1662880)
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS
WC
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 299,000
SHARES _________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
_________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 299,000
PERSON _________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
_________________________________________________________________
14 TYPE OF REPORTING PERSON
PN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
This Amendment No. 1 to Schedule 13D (the "Schedule 13D") is being filed
by the Foothold Fund, L.P. ("Foothold"), relating to the shares of Common
Stock, par value $1.00 per share (the "Common Shares"), of North East
Insurance Company, a Maine corporation ("North East"). The original Schedule
13D was filed by Foothold on August 6, 1997.
Item 2. Identity and Background.
Item 2 is restated in its entirety as follows:
This Schedule 13D is being filed by The Foothold Fund, L.P., a New York
limited partnership, with a principal business and principal office located
at c/o Fairholme Capital Management, 51 JFK Parkway, Short Hills, NJ 07078.
The sole general partner of Foothold is The Foothold Management Corp.
("Foothold Management"), a New York corporation. The address of the
principal business and principal office of Foothold Management is c/o
Fairholme Capital Management, 51 JFK Parkway, Short Hills, NJ 07078.
Foothold and Foothold Management are principally engaged in investing in
various publicly-traded companies.
Mr. Peter A. Russ is the President, sole director and sole shareholder
of Foothold Management. The business address of Mr. Peter A. Russ, a United
States citizen, is c/o Fairholme Capital Management, 51 JFK Parkway, Short
Hills, NJ 07078 and his present principal employment is as a securities
analyst with Laidlaw & Co., Inc., a securities brokerage firm, with an
address at 100 Park Avenue, New York, NY 10017.
None of Foothold, Foothold Management or Peter A. Russ has, during the
last five (5) years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or been a party to a civil
proceeding resulting in its or his being subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, the federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds.
Item 3 is restated in its entirety as follows:
The purchase price for the original 215,000 Common Shares purchased by
Foothold was $419,250.00. The purchase price for the 84,000 Common Shares
purchased by Foothold on June 29, 1998 was $212,500. The funds used by
Foothold to purchase such Common Shares were obtained from the working
capital of Foothold.
Page 3 of 4 Pages
<PAGE>
Item 5. Interest in the Securities of the Issuer
Item 5 is restated in its entirety as follows:
Foothold currently owns 299,000 Common Shares, representing
approximately 9.8% of the outstanding Common Shares. Foothold has sole
voting and dispositive power with respect to all such Common Shares.
Other than Foothold's acquisition of the Common Shares described in this
Schedule 13D, none of Foothold, Foothold Management or Peter Russ, presently
owns any Common Shares or has effected any transaction in the Common Shares
during the past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The following paragraph shall be inserted as the second paragraph of
Item 6.
On June 29, 1998, Foothold purchased an additional 84,000 Common Shares
for an aggregate purchase price of $212,500 from Ballantrae Partners, L.P.
No written agreement was executed in connection with such purchase.
Signature
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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.
Dated: July 7, 1998
THE FOOTHOLD FUND, L.P.
By: THE FOOTHOLD MANAGEMENT CORP.,
its General Partner
By: /s/ Peter A. Russ
--------------------------------
Name: Peter A. Russ
Title: President
Page 4 of 4 Pages
