<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Nobel Insurance Limited
- --------------------------------------------------------------------------------
(Name of Issuer)
Capital Shares, $1.00 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
654885-10-2
----------------------------------------
(CUSIP Number)
Robert Lamse
545 E. John Carpenter Freeway
Suite 1400
Irving, Texas 75062
972 444-9700
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 11, 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. [ ]
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.
- --------------------
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 7
<PAGE> 2
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP NO. 654885-10-2 PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Khimji Family Partnership II, Ltd.
- --------------------------------------------------------------------------------
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
ITEMS 2(d) or 2(e)
Not Applicable.
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 297,672
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 297,672
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,672 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6491
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
Page 2 of 7
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the
Capital Shares, $1.00 par value (the "Capital Shares") of Nobel
Insurance Limited, a Bermuda corporation (the "Issuer"), the principal
executive offices of which are located at Falconer House, Ground Level,
108 Pitts Bay Road, Hamilton, Bermuda HMDX.
ITEM 2. IDENTITY AND BACKGROUND
Khimji Family Partnership II, Ltd., a Texas limited partnership (the "Reporting
Person")
State of Organization: Texas
Principal Business: Portfolio Investments
Address: 545 E. John Carpenter Freeway
Suite 1400
Irving, Texas 75062
General Partner: Grosvenor, L. C., a Texas limited
liability company (the
"General Partner")
(d) No
(e) No
Information on each manager of the General Partner pursuant to
Instruction C:
(a) Mahmood Khimji
(b) 545 E. John Carpenter Freeway Suite 1400
Irving, Texas 75062
(c) President of Highgate Holdings, Inc.
Portfolio Investments and Management
545 E. John Carpenter Freeway
Suite 1400
Irving, Texas 75062
Private Investor
(d) No
(e) No
(f) Canadian
(a) Mehdi Khimji
(b) 545 E. John Carpenter Freeway
Suite 1400
Irving, Texas 75062
(c) Vice President of Highgate Holdings, Inc.
Portfolio Investments and Management
545 E. John Carpenter Freeway
Page 3 of 7
<PAGE> 4
Suite 1400
Irving, Texas 75062
Private Investor
(d) No
(e) No
(f) Canadian
(a) Jaffer Khimji
(b) 545 E. John Carpenter Freeway
Suite 1400
Irving, Texas 75062
(c) Secretary of Highgate Holdings, Inc.
Portfolio Investments and Management
545 E. John Carpenter Freeway
Suite 1400
Irving, Texas 75062
Private Investor
(d) No
(e) No
(f) Canadian
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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 $3,737,637, which amount does not include any brokerage
commissions paid.
ITEM 4. PURPOSE OF TRANSACTION
The Capital Shares were acquired by the Reporting Person for investment
purposes and in contemplation that the Reporting Person, either alone or as a
part of a group, might acquire sufficient additional Capital Shares to permit
the Reporting Person or such group to have control of the Issuer. The
Reporting Person is not currently a part of any group formed for the purpose of
acquiring Capital Shares or control of the Issuer. The Reporting Person may
make additional purchases of Capital Shares in the open market or in private
transactions depending on, among other factors, its evaluation of the Issuer's
business, prospects and financial condition, the market for the Capital Shares
and the availability to the Reporting Person of funding to make such purchases.
In addition, the Reporting Person will assess whether it is desirable and
possible for the Reporting Person to acquire sufficient additional Capital
Shares in order for it to have control of the Issuer or to otherwise influence
the management and policies of the Issuer. The Reporting Person has not made
any final determination to acquire control or otherwise attempt to influence
the management or policies of the Issuer.
Page 4 of 7
<PAGE> 5
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person beneficially owns 297,672 shares of the
Capital Shares, which represents approximately 6.6491% of the
outstanding Capital Shares, assuming that 4,476,856 of the
Capital Shares were outstanding at the date of this filing.
(b) In its capacity as the general partner of the Reporting Person,
the General Partner exercises the voting and dispositive power
with respect to the Capital Shares owned by the Reporting Person;
provided that the dispositive power is exercised in accordance
with the terms of the limited partnership agreement governing the
Reporting Person. The managers of the General Partner determine
how to vote the Capital Shares and whether to dispose of the
Capital Shares will be made.
(c) Within the past 60 days the following transactions were effected
by the Reporting Person in the Capital Shares:
<TABLE>
<CAPTION>
Date of Transaction No. of Capital Price per Share Paid
Shares Purchased
<S> <C> <C>
01/22/97 23,900 $12.5625
01/23/97 7,000 $12.5625
01/24/97 3,500 $12.5625
01/29/97 3,000 $12.5625
01/30/97 1,500 $12.5625
01/31/97 2,000 $12.5313
02/03/97 10,000 $12.6250
02/05/97 5,000 $12.6875
02/07/97 2,600 $12.6250
02/11/97 4,600 $12.6250
02/12/97 5,000 $12.7500
02/14/97 5,000 $12.1875
02/20/97 7,500 $12.2500
03/06/97 7,000 $12.1607
03/11/97 12,500 $12.3000
03/14/97 18,000 $12.7863
03/17/97 13,000 $13.0000
03/18/97 25,000 $13.0750
03/19/97 6,660 $12.9375
</TABLE>
All of the foregoing transactions were open market purchases by the
Reporting Person.
(d) None.
(e) Not Applicable.
Page 5 of 7
<PAGE> 6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
To the best knowledge of the undersigned, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among
the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option agreement, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
Page 6 of 7
<PAGE> 7
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
--------------------------
Its Vice President
Page of
