<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
North East Insurance Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
659164107
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 8
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CUSIP No 659164107
- - -------------------------------------------------------
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Everest Partners, L.P.
- - -------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- - -------------------------------------------------------
3) SEC Use Only
- - -------------------------------------------------------
4) Citizenship or Place of Organization
New York
- - -------------------------------------------------------
Number of (5) Sole Voting Power 0
Shares ---------------------------------------
Beneficially (6) Shared Voting Power 296,680
Owned by ---------------------------------------
Each Reporting- (7) Sole Dispositive Power 0
Person ----------------------------------------
With (8) Shared Dispositive Power 296,680
- - -------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
296,680
- - -------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
- - -------------------------------------------------------
11) Percent of Class Represented by Amount in Row 9
9.73%
- - -------------------------------------------------------
12) Type of Reporting Person (See Instructions)
PN
Page 2 of 8
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CUSIP No 659164107
- - -------------------------------------------------------
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Everest Partners, Inc.
- - -------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- - -------------------------------------------------------
3) SEC Use Only
- - -------------------------------------------------------
4) Citizenship or Place of Organization
New York
- - -------------------------------------------------------
Number of (5) Sole Voting Power 0
Shares ---------------------------------------
Beneficially (6) Shared Voting Power 296,680
Owned by ---------------------------------------
Each Reporting- (7) Sole Dispositive Power 0
Person ----------------------------------------
With (8) Shared Dispositive Power 296,680
- - -------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
296,680
- - -------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
- - -------------------------------------------------------
11) Percent of Class Represented by Amount in Row 9
9.73%
- - -------------------------------------------------------
12) Type of Reporting Person (See Instructions)
CO
Page 3 of 8
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CUSIP No 659164107
- - -------------------------------------------------------
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Everest Managers, L.L.C.
- - -------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- - -------------------------------------------------------
3) SEC Use Only
- - -------------------------------------------------------
4) Citizenship or Place of Organization
New York
- - -------------------------------------------------------
Number of (5) Sole Voting Power 0
Shares ---------------------------------------
Beneficially (6) Shared Voting Power 296,680
Owned by ---------------------------------------
Each Reporting- (7) Sole Dispositive Power 0
Person ----------------------------------------
With (8) Shared Dispositive Power 296,680
- - -------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
296,680
- - -------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
- - -------------------------------------------------------
11) Percent of Class Represented by Amount in Row 9
9.73%
- - -------------------------------------------------------
12) Type of Reporting Person (See Instructions)
OO
Page 4 of 8
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CUSIP No 659164107
- - -------------------------------------------------------
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
David M. W. Harvey
- - -------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- - -------------------------------------------------------
3) SEC Use Only
- - -------------------------------------------------------
4) Citizenship or Place of Organization
U.S.A.
- - -------------------------------------------------------
Number of (5) Sole Voting Power 0
Shares ---------------------------------------
Beneficially (6) Shared Voting Power 296,680
Owned by ---------------------------------------
Each Reporting- (7) Sole Dispositive Power 0
Person ----------------------------------------
With (8) Shared Dispositive Power 296,680
- - -------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
296,680
- - -------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
- - -------------------------------------------------------
11) Percent of Class Represented by Amount in Row 9
9.73%
- - -------------------------------------------------------
12) Type of Reporting Person (See Instructions)
IN
Page 5 of 8
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Item 1:
(a) Name of Issuer:
North East Insurance Company
(b) Address of Issuer's Principal Executive Offices:
482 Payne Road
Scarborough, Maine 04074
Item 2:
(a) Name of Person Filing:
This Amendment No. 1 to Schedule 13G is being jointly filed by
each of the following persons pursuant to Rule 13d-1(k)(1)
promulgated by the Securities and Exchange Commission pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended
(the "Act"): Everest Partners, L.P. (the "Limited Partnership"),
Everest Partners, Inc. (the "General Partner"), and Everest
Managers, L.L.C. (who are collectively referred to herein as the
"Filing Persons"). The Limited Partnership is a New York limited
partnership formed for the purpose of investing in, among other
things, the equity securities of various financial services
providers. Everest Partners, Inc., a New York corporation, is the
general partner of the Limited Partnership. The manager for the
Limited Partnership is Everest Managers, L.L.C., a New York
limited liability company ("Managers") charged with management of
the day-to-day affairs of the General Partner pursuant to the
terms of a Management Agreement between the General Partner and
Managers. The sole principal of Everest Partners, Inc. and
Everest Managers, L.L.C. is David M. W. Harvey. The Filing
Persons entered into a Joint Filing Agreement, dated July 10,
1998, a copy of which was filed with the Schedule 13G as Exhibit
A, pursuant to which the Filing Persons agreed to file the
Schedule 13G and amendments thereto jointly in accordance with
the provisions of Rule 13d-1(k)(1) under the Act. The Filing
Persons expressly disclaim that they have agreed to act as a
group.
(b) Address of Principal Business Office or, if none, Residence:
Job's Peak Ranch
Post Office Box 3178
Gardnerville, Nevada 89410
(c) Citizenship:
New York for Everest Partners, L.P., Everest Partners, Inc.
and Everest Managers, L.L.C. David M. W. Harvey is a
citizen of the U.S.A.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
659164107
Page 6 of 8
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Item 3: If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c), check this box [X].
Item 4: Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
296,680 shares may be deemed beneficially owned within the meaning of
Rule 13d-3 of the Act by each of Everest Partners, L.P. and Everest
Partners, Inc. In its capacity as manager to Everest Partners, Inc.,
296,680 shares may be deemed beneficially owned within the meaning of
Rule 13d-3 of the Act by Everest Managers, L.L.C. Everest Managers,
L.L.C. and David M. W. Harvey expressly disclaim direct and beneficial
ownership of the shares reported as deemed to be beneficially owned by
them.
(b) Percent of class: 9.73%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 296,680
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 296,680
Item 5: Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Item 6: Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Page 7 of 8
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Item 7: Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8: Identification and Classification of Members of the Group.
Not applicable.
Item 9: Notice of Dissolution of Group.
Not applicable.
Item 10: Certifications.
(b) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
Dated: January 14, 1999 EVEREST PARTNERS, L.P.
By its General Partner
EVEREST PARTNERS, INC.
By: /s/ David M. W. Harvey
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Name: David M. W. Harvey
Title: President
Dated: January 14, 1999 EVEREST PARTNERS, INC.
By: /s/ David M. W. Harvey
----------------------------------
Name: David M. W. Harvey
Title: President
Dated: January 14, 1999 EVEREST MANAGERS, L.L.C.
By: /s/ David M. W. Harvey
----------------------------------
Name: David M. W. Harvey
Title: Managing Member
Dated: January 14, 1999
/s/ David M. W. Harvey
----------------------------------
Name: David M. W. Harvey
Page 8 of 8
