<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 3)
Allcity Insurance Company
- --------------------------------------------------------------------------
(Name of Issuer)
Common Shares, $1 par value 016752107
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
Stephen E. Jacobs, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
July 17, 1996
- --------------------------------------------------------------------------
(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 [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including 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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CUSIP No. 016752107 13D
1 NAME OF REPORTING PERSON: Leucadia National Corporation
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 6,356,008
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 6,356,008
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 6,356,008
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 89.8%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 016752107 13D
1 NAME OF REPORTING PERSON: Phlcorp, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Pennsylvania
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 6,356,008
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 6,356,008
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 6,356,008
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 89.8%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 016752107 13D
1 NAME OF REPORTING PERSON: 330 MAD. PARENT CORP.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 6,356,008
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 6,356,008
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 6,356,008
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 89.8%
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 016752107 13D
1 NAME OF REPORTING PERSON: The Sperry and Hutchinson Company,
Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New Jersey
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 6,356,008
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 6,356,008
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 6,356,008
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 89.8%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 016752107 13D
1 NAME OF REPORTING PERSON: Baldwin Enterprises, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(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 Colorado
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 368,607
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 368,607
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 368,607
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.2%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 016752107 13D
1 NAME OF REPORTING PERSON: Bellpet, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,987,401
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 5,987,401
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 5,987,401
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 84.6%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 016752107 13D
1 NAME OF REPORTING PERSON: Empire Insurance Company
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF New York
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 5,987,401
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 5,987,401
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 5,987,401
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 84.6%
14 TYPE OF REPORTING PERSON: CO
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This Statement constitutes Amendment No. 3 to the Statement
on Schedule 13D (the "Schedule 13D") filed with the Securities and
Exchange Commission by Phlcorp, Inc. ("Phlcorp"), and its
subsidiaries, Empire Insurance Company, BELLPET, Inc. and The Sperry
and Hutchinson Company, Inc. with respect to the Common Stock, par
value $1.00 per share, of Allcity Insurance Company (the "Company").
This Statement also constitutes the initial filing on Schedule 13D
with respect to the Commission by other subsidiaries of Phlcorp, 330
MAD. PARENT CORP. and Baldwin Enterprises, Inc., and by Phlcorp's
parent, Leucadia National Corporation. This Amendment No. 3 is the
first amendment to the Schedule 13D since the Company became an EDGAR
filer. Accordingly, this Amendment No. 3 restates, in pertinent part,
the Schedule 13D as follows:
Item 1. Security and Issuer.
-------------------
This Statement relates to the common stock, par value $1.00
(the "Common Stock"), of Allcity Insurance Company (the "Company").
The address of the principal executive office of the Company is 122
Fifth Avenue, New York, New York 10011. This Schedule 13D is being
filed by Leucadia National Corporation ("Leucadia"), and its
subsidiaries, Phlcorp, Inc. ("Phlcorp"), 330 MAD. PARENT CORP. ("330
Mad. Parent"), The Sperry and Hutchinson Company, Inc. ("S&H"),
Baldwin Enterprises, Inc. ("BEI"), BELLPET, Inc. ("Bellpet") and
Empire Insurance Company ("Empire") (collectively, the "Controlling
Entities").
Item 2. Identity and Background.
-----------------------
(a)-(c) Empire is a New York corporation. The address of
its principal office is 122 Fifth Avenue, New York, New York 10011.
Empire's principal business is property and casualty insurance. All
of the outstanding common shares of Empire are owned indirectly by
Leucadia through subsidiaries.
Bellpet is a Delaware corporation. The address of its
principal office is c/o Organizational Services, 501 Silverside Road,
Suite 47, Wilmington, Delaware 19810. Bellpet is engaged in making
investments for its own account. All of Bellpet's outstanding shares
of common stock are owned by BEI.
BEI is a Colorado corporation. The address of its principal
office is 529 East South Temple, Salt Lake City, Utah 84102. BEI is
engaged in making investments for its own account. All of the
outstanding shares of common stock of BEI are owned by S&H.
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S&H is a New Jersey corporation. The address of its
principal office is 315 Park Avenue South, New York, New York 10010.
S&H's principal business is the trading stamps business. All of the
outstanding shares of common stock are owned by 330 Mad. Parent.
330 Mad. Parent is a Delaware corporation. The address of
its principal office is 501 Silverside Road, Suite 47, Wilmington,
Delaware 19807. 330 Mad. Parent is engaged in making investments for
its own account. All of the outstanding shares of common stock of 330
Mad. Parent are owned by Phlcorp.
Phlcorp is a Pennsylvania corporation. The address of its
principal office is 399 Market Street, Philadelphia, Pennsylvania
19181. Phlcorp is a holding company for subsidiaries primarily
engaged in the insurance business. All of Phlcorp's outstanding
shares of common stock are owned by Leucadia.
Leucadia is a New York corporation. The address of its
principal office is 315 Park Avenue South, New York, New York 10010.
Leucadia is a diversified financial services holding company
principally engaged in personal and commercial lines of property and
casualty insurance, life and health insurance, banking and lending and
manufacturing business.
Approximately 33.5% of the outstanding common shares of
Leucadia is beneficially owned (directly and through family members)
by Ian M. Cumming, Chairman of the Board of Directors of Leucadia, and
by Joseph S. Steinberg, a director and President of Leucadia
(excluding 1.9% of the common shares of Leucadia beneficially owned by
two trusts for the benefit of Mr. Steinberg's minor children, as to
which Mr. Steinberg disclaims beneficial ownership). Private
charitable foundations independently established by each of Messrs.
Cumming and Steinberg beneficially own approximately .5% and .3%,
respectively, of the outstanding common shares of Leucadia (excluding
shares which each foundation has the right to acquire upon conversion
of Leucadia convertible subordinated debentures). Mr. Cumming and Mr.
Steinberg each disclaim beneficial ownership of the common shares of
Leucadia held by their respective private charitable foundation.
The following information with respect to each executive
officer and director of the Controlling Entities is set forth in
Appendix A: (i) name, (ii) business address, (iii) principal
occupation or employment and (iv) name of any
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<PAGE>
corporation or other organization in which such employment is
conducted, together with the principal business and address of any
such corporation or organization other than the Controlling Entities
for which such information is set forth above.
(d)-(f) During the last five years, none of the Controlling
Entities and, to their knowledge, none of the other persons identified
pursuant to Paragraphs (a) through (c) of this Item 2, has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws. To the knowledge of the
Controlling Entities, each of the individuals identified pursuant to
Paragraphs (a) through (c) is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
In January 1994, S&H contributed all of the 292,157 shares
of Common Stock held by it to its wholly owned subsidiary, BEI. The
total amount of funds used by S&H to purchase such shares of Common
Stock was $1,674,474.21 (including brokerage commissions). The
purchase price for such shares of Common Stock was derived from S&H's
working capital. The total amount of funds used by BEI to purchase
the 76,450 shares directly acquired by it was approximately $629,406
(including brokerage commissions). The purchase price for such shares
of Common Stock was derived from BEI's working capital.
Item 4. Purpose of the Transaction.
--------------------------
BEI has acquired the Common Stock that it directly owns to
increase its equity position in the Company. Subject to and depending
upon availability at prices deemed favorable by Leucadia, Leucadia,
directly or through its subsidiaires, may purchase additional Common
Stock from time to time in the open market, in privately negotiated
transactions with third parties or otherwise. As stated above,
Leucadia may consider increasing its ownership of Common Stock above
current levels by proposing a merger or other business combination or
otherwise, in which event its involvement may be through or together
with entities in which it has an interest.
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Except as set forth above, Leucadia has no present plans or
intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of July 17, 1996, the Controlling Entities
beneficially owned the following shares of Common Stock:
(i) Empire is the direct owner of 5,987,401 shares of
Common Stock. The 5,987,401 shares represent approximately 84.6% of
the 7,078,625 outstanding shares of Common Stock.
(ii) By virtue of its ownership of certain of the
shares of common stock of Empire, Bellpet is for the purposes of this
Schedule 13D, a beneficial owner of all of the shares of Common Stock
beneficially owned by Empire.
(iii) BEI is the direct owner of 368,607 shares of
Common Stock. The 368,607 shares represent approximately 5.2% of the
7,078,625 outstanding shares of Common Stock. By virtue of its
ownership of all of the common stock of Bellpet, BEI is for the
purposes of this Schedule 13D, a beneficial owner of all of the shares
of Common Stock beneficially owned by Bellpet.
(iv) By virtue of its ownership of all of the
outstanding shares of BEI, S&H is for purposes of this Schedule 13D, a
beneficial owner of all of the shares of Common Stock beneficially
owned by BEI.
(v) By virtue of its ownership of all of the
outstanding shares of S&H, 330 Mad. Parent is for purposes of this
Schedule 13D, a beneficial owner of all of the shares of Common Stock
beneficially owned by S&H.
(vi) By virtue of its ownership of all of the
outstanding shares of 330 Mad. Parent, Phlcorp is for purposes of this
Schedule 13D, a beneficial owner of all of the shares of Common Stock
beneficially owned by 330 Mad. Parent.
(vii) By virtue of its ownership of all of the
outstanding shares of Phlcorp, Leucadia is for purposes of this
Schedule 13D, a beneficial owner of all of the shares of Common Stock
beneficially owned by Phlcorp.
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(c) On July 17, 1996, BEI purchased 25,150 shares of Common
Stock in the open market at $7.375 per share (including brokerage
commissions). Except as set forth in this Paragraph (c) of Item 5,
none of the persons identified pursuant to Item 2 above has effected
any transactions in shares of Common Stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
-------------------------------------------
There are no contracts, arrangements, understandings or
relationships with respect to any securities of the Company (i) among
the Controlling Entities and, to the best of their knowledge, any of
the other persons identified pursuant to Item 2 above and (ii) between
(a) the Controlling Entities and, to the best of their knowledge, any
of the persons identified pursuant to Item 2 above and (b) any other
person, other than the agreement filed herewith as Exhibit 1.
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Agreement among the Controlling Entities with respect
to the filing of this Schedule 13D.
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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: August 8, 1996
LEUCADIA NATIONAL CORPORATION
By: /s/ Mark Hornstein
----------------------
Mark Hornstein
Vice President
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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: August 8, 1996
PHLCORP, INC.
By: /s/ Mark Hornstein
----------------------
Mark Hornstein
Vice President
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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: August 8, 1996
330 MAD. PARENT CORP.
By: /s/ Corinne Maki
----------------------
Corinne Maki
Vice President
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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: August 8, 1996
THE SPERRY AND HUTCHINSON COMPANY,
INC.
By: /s/John P. Hetherington
------------------------
John P. Hetherington
Vice President
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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: August 8, 1996
BALDWIN ENTERPRISES, INC.
By: /s/Mark Hornstein
----------------------
Mark Hornstein
Vice President
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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: August 8, 1996
BELLPET, INC.
By: /s/Corinne Maki
----------------------
Corinne Maki
Vice President
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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: August 8, 1996
EMPIRE INSURANCE COMPANY
By: /s/Frances M. Colalucci
----------------------
Frances M. Colalucci
Vice President
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APPENDIX A
Set forth below are the name, business address, present principal
occupation or employment and material occupations or employments of
each director and executive officer of Leucadia National Corporation
("Leucadia"), Phlcorp, Inc. ("Phlcorp"), 330 MAD. PARENT CORP. ("300
Mad. Parent"), The Sperry and Hutchinson Company, Inc. ("S&H"),
Baldwin Enterprises, Inc. ("BEI"), Bellpet, Inc. ("Bellpet") and
Empire Insurance Company ("Empire"). To the knowledge of the
controlling entities, each person listed below is a United States
Citizen. Unless otherwise indicated, the business address of each
person named below is c/o Leucadia National Corporation, 315 Park
Avenue South, New York, New York 10010.
For purposes of this schedule, Leucadia is "(a)", Phlcorp is
"(b)", 330 Mad. Parent is "(c)", S&H is "(d)", BEI is "(e)", Bellpet
is "(f)" and Empire is "(g)".
Principal
Name and Business Director- Occupation
Address ships Offices or Employment
------- ----- ------- -------------
Ian M. Cumming (a)(d)(e) Chairman Chairman of
Leucadia National (g) of the the Board of
Corporation Board of (a)
529 East South Temple (a) and
Salt Lake City, UT 84102 (e)
Joseph S. Steinberg (a)(d)(e) President President of
(g) of (a) and (a)
(e)
Lawrence D. Glaubinger (a) -- Chairman of
Stern & Stern the Board of
Industries, Inc. Stern & Stern
708 Third Avenue Industries,
New York, NY Inc. (a
manufacturer
and seller of
textiles);
President of
Lawrence
Economic
Consulting
Inc. (a
management
consulting
firm)
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Principal
Name and Business Director- Occupation
Address ships Offices or Employment
------- ----- ------- -------------
James E. Jordan, Jr. (a) -- President of
The Jordan Company William Penn
9 West 57th Street Corporation
New York, NY (the owner of
an investment
advisor to a
mutual fund);
Consultant to
The Jordan
Company (a
partnership
of which a
subsidiary of
(a) is a
partner,
engaged in
investment
banking and
consulting
activities)
Jesse Clyde Nichols, III (a) -- President of
Nichols Industries, Inc. Nichols
5001 E. 59th St. Industries,
Kansas City, MO 64130 Inc. (a
holding
company for
manufacturing
and
construction
subsidiaries)
Paul M. Dougan (a) -- Secretary and
Equity Oil Company manager of
10 West 300 South corporate
Salt Lake City, UT development
of Equity Oil
Company (a
company
engaged in
oil and gas
exploration
and
production)
Thomas E. Mara (g) Executive Executive
Vice Vice
President President of
of (a), (a)
Vice-
President
of (g)
Joseph A. Orlando (b) Vice Vice
President President and
and Chief Chief
Financial Financial
Officer of Officer of
(a), Vice (a)
President
and
Treasurer
of (b)
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Principal
Name and Business Director- Occupation
Address ships Offices or Employment
------- ----- ------- -------------
Ruth Klindtworth -- Secretary Secretary and
and Vice Vice
President- President-
Corporate Corporate
Administra Administrator
tor of of (a)
(a), (b),
(d), and
(e)
Mark Hornstein (b) Vice Vice
President President of
of (a), (a)
(b) and
(e)
Paul J. Borden -- Vice Vice
President President of
of (a), (a)
Vice
President
and
Treasurer
of (e)
Joseph Sartin -- Vice Accountant of
President (a)
of (b)
Barbara Lowenthal -- Vice Vice
President President and
and Comptroller
Comptroller of (a)
of (a)
Jane Goldman -- Vice Assistant
President Comptroller
of (b) of (a)
Patricia Wood -- Vice President of
Leucadia Financial President Leucadia
Corporation of (d) Financial
529 East South Temple Corporation
Salt Lake City, UT 84102 ("LFC"), a
wholly owned
subsidiary of
(a)
Corinne A. Maki -- Vice Accountant of
Leucadia Financial President, LFC
Corporation Secretary
529 East South Temple and
Salt Lake City, UT 84102 Comptroller
of (c)
and (f)
Linda Delaney (c)(f) Chairman, Chairman of
330 MAD. PARENT CORP. President the Board,
501 Silverside Road, and President and
Suite 47 Treasurer Treasurer of
Wilmington, DE 19807 of (c) and (c)
(f)
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Principal
Name and Business Director- Occupation
Address ships Offices or Employment
------- ----- ------- -------------
Joel Berlin (d) Chairman Chairman and
The Sperry and and Chief Chief
Hutchinson Company, Inc. Executive Executive
315 Park Avenue South Officer of Officer of
New York, NY 10010 (d), (d)
Senior
Vice
President
of (g)
Kenneth L. Berke (d) President President and
The Sperry and and Chief Chief
Hutchinson Company, Inc. Operating Operating
315 Park Avenue South Officer of Officer of
New York, NY 10010 (d) (d)
John P. Hetherington -- Vice Vice
The Sperry and President- President-
Hutchinson Company, Inc. Operations Operations
315 Park Avenue South and and
New York, NY 10010 Distribution Distribution
of (d) of (d)
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Principal
Name and Business Director- Occupation
Address ships Offices or Employment
------- ----- ------- -------------
Gary J. Wilson -- Vice Vice
The Sperry and President- President-
Hutchinson Company, Inc. Sales of Sales of (d)
315 Park Avenue South (d)
New York, NY 10010
Richard G. Petitt (b)(c)(f) Vice Chairman of
Empire Insurance Company (g) President the Board,
122 Fifth Avenue of (a), President and
New York, NY 10011 President Chief
of (b), Executive
Chairman, Officer of
President (g)
and Chief
Executive
Officer of
(g)
Larry Frakes (g) Senior Senior Vice
Empire Insurance Company Vice President of
122 Fifth Avenue President (g)
New York, NY 10011 of (g)
Thomas A. Daffron -- Senior Senior Vice
Empire Insurance Company Vice President of
122 Fifth Avenue President (g)
New York, NY 10011 of (g)
Francis M. Colalucci (g) Senior Senior Vice
Empire Insurance Company Vice President,
122 Fifth Avenue President, Chief
New York, NY 10011 Chief Financial
Financial Officer and
Officer Treasurer of
and (g)
Treasurer
of (g)
Linda Philipps -- Senior Senior
Empire Insurance Company Vice Vice
122 Fifth Avenue President, President,
New York, NY 10011 Data Data
Processing Processing of
of (g) (g)
Bruce Osterman -- Vice Vice
Empire Insurance Company President, President,
122 Fifth Avenue Comptroller Comptroller
New York, NY 10011 of (g) of (g)
Jay Ellenberg -- Vice Vice
Empire Insurance Company President President of
122 Fifth Avenue of (g) (g)
New York, NY 10011
Emilio Miret -- Vice Vice
Empire Insurance Company President- President-
122 Fifth Avenue Production Production of
New York, NY 10011 of (g) (g)
Alexis Berg -- Secretary Vice
Colonial Penn Life of (g) President,
Insurnace Company General
399 Market Street Counsel of
Philadelphia, PA 19181 Colonial Penn
Life
Insurance, a
wholly owned
subsidiary of
(b) ("CPLI")
<PAGE>
<PAGE>
Principal
Name and Business Director- Occupation
Address ships Offices or Employment
------- ----- ------- -------------
Oliver L. Patrell (c)(f)(g) -- Director of (g)
1 Town Landing Road
Old Lyme, CT 06371
Timothy C. Sentner (c)(f) -- Senior Vice
Colonial Penn Life President and
Insurance Company Treasurer of
399 Market Street CPLI
Philadelphia, PA 19181
Stephen T. List (c)(f) -- Senior Vice
Colonial Penn Insurance President and
Company Chief
2650 Audubon Road Financial
Norristown, PA 19403 Officer of
Colonial Penn
Insurance
Company, a
wholly owned
subsidiary of
(b)
("CPI")
Martin B. Bernstein (g) -- President of
Ponderosa Fibres of Ponderosa
America, Inc. Fibres of
370 Seventh Avenue America,
New York, NY 10001 Inc., a
manufacturer
Louis V. Siracusano (g) -- Attorney,
McKenna, Siracusano & McKenna,
Fehringer Siracusano &
360 Atlantic Avenue Fehringer
East Rockaway, NY 11518
Daniel G. Stewart (g) -- Actuary,
115 Lake Road self-employed
Short Hills, NJ 07078
Lucius Theus (g) -- Consultant, self-
4520 Stony River Drive employed
Bloomfield Hills, MI 48301
Helen W. Vogel (g) -- Teacher and
18 Wynmor Road lecturer
Scarsdale, NY 10583
Harry H. Wise (g) -- President of
Kent & Sewall Kent & Sewall
Corporation Corporation
150 E. 58th Street,
37th Fl.
New York, NY 10155
Henry H. Wulsin (g) -- President of
Colonial Penn Insurance CPI
Company
2650 Audubon Road
Norristown, PA 19403
NYFS04...:\30\76830\0001\1980\APP7226M.320
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Page
----------- -------- ----
1 Agreement among the Controlling
Entities with respect to the
filing of this Schedule 13D.
NYFS04...:\30\76830\0001\1980\SCH2156L.57A
<PAGE>
EXHIBIT 1
AGREEMENT
This will confirm the agreement by and among all the
undersigned that the Schedule 13D filed on or about this date with
respect to the beneficial ownership of the undersigned of common
shares of Allcity Insurance Company is being filed on behalf of each
of the entities named below. This agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Dated: August 8, 1996
LEUCADIA NATIONAL CORPORATION PHLCORP, INC.
By: /s/Mark Hornstein By: /s/Mark Hornstein
---------------------- ----------------------
EMPIRE INSURANCE COMPANY BELLPET, INC.
By: /s/Frances M. Colalucci By: /s/Corinne Ann Maki
------------------------- ----------------------
BALDWIN ENTERPRISES, INC. THE SPERRY AND HUTCHINSON
COMPANY, INC.
By: /s/Mark Hornstein
----------------------
By: /s/John P. Hetherington
------------------------
330 MAD. PARENT CORP.
By: /s/Corinne Ann Maki
----------------------
NYFS04...:\30\76830\0001\1980\EXH7266K.510
