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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934\
(AMENDMENT NO. 1)
Nobel Insurance Limited
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(Name of Issuer)
Capital Shares, $1.00 par value
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(Title of Class of Securities)
654885-10-2
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(CUSIP Number)
Robert Lamse
545 E. John Carpenter Freeway
Suite 1400
Irving, Texas 75062
972 444-9700
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 2, 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 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. [ ]
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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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 purposes 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 4
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SCHEDULE 13D
CUSIP NO. 654885-10-2 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
Khimji Family Partnership II, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not Applicable.
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF 447,647
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 447,647
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,647
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9991
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14 TYPE OF REPORTING PERSON
PN
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ITEM 1. SECURITY AND ISSUER
Except as expressly amended below, the Schedule 13D, dated
March 19, 1997, as heretofore filed on behalf of Khimji Family
Partnership II, Ltd., a Texas limited partnership (the "Reporting
Person"), with respect to the Capital Shares, $1.00 par value (the
"Capital Shares"), of Nobel Insurance Limited, a Bermuda corporation
(the "Issuer"), remains in full force and effect.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3. is hereby amended in its entirety to read as follows:
The source of funds used by the Reporting Person for the
purchase of the Capital Shares was working capital of the Reporting
Person. The aggregate amount paid for the Capital Shares acquired by
the Reporting Person was approximately $5,797,292, which amount does
not include any brokerage commissions paid.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is hereby amended in its entirety to read as follows:
(a) The Reporting Person beneficially owns 447,647 shares of the
Capital Shares, which represents approximately 9.9991% of the
outstanding Capital Shares, assuming that 4,476,856 of the
Capital Shares were outstanding at the date of this filing.
(c) Since the most recent filing on Schedule 13D by the Reporting
Person with respect to the Issuer, the following transactions
were effected by the Reporting Person in the Capital Shares:
<TABLE>
<Caption
No. of Capital
Date of Transaction Shares Purchased Price per Share Paid
<S> <S> <S>
03/20/97 2,000 $ 12.9375
03/24/97 9,000 $ 13.1940
03/26/97 5,000 $ 13.1250
03/27/97 11,000 $ 13.1250
03/31/97 2,000 $ 13.2500
04/02/97 28,000 $ 13.5625
04/03/97 90,275 $ 14.0000
04/03/97 2,700 $ 13.6250
</TABLE>
All of the foregoing transactions were open market purchases by the Reporting
Person.
Page 3 of 4
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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.
Dated as of April 11, 1997 KHIMJI FAMILY PARTNERSHIP, LTD.
By GROSVENOR, L.C.,
Its General Partner
By: /s/ Robert Lamse
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Its Vice President
