<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 42
I.C.H. CORPORATION
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(Name of Issuer)
COMMON STOCK ($1.00 PAR VALUE)
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(Title of Class of Securities)
449264 10 0
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(CUSIP No.)
Gary R. Weitkamp
Hirn Reed & Harper
2000 Meidinger Tower
Louisville, Kentucky 40202
(502) 585-2450
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January 15, 1994
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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 Statement and is filing this
Statement because of Rule 13d-1(b)(3) or (4), check the following box:
( )
Check the following box if a fee is being paid with this Statement:
( )
<PAGE>
CUSIP NO. 449264 10 0
- --------- -----------
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1. NAME OF REPORTING PERSON
ROBERT T. SHAW
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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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
PF, OO, AF, BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OR ORGANIZATION
United States Citizen
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Number of 7. SOLE VOTING POWER
Shares 30,846
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Beneficially 8. SHARED VOTING POWER
Owned By 12,537,336
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Each 9. SOLE DISPOSITIVE POWER
Reporting 30,846
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Person 10. SHARED DISPOSITIVE POWER
With 12,537,336
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<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Robert T. Shaw beneficially owns 12,568,182 shares of common stock of
I.C.H. Corporation
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.31%
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14. TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 449264 10 0
- --------- -----------
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1. NAME OF REPORTING PERSON
C. FRED RICE
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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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
BK, OO, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OR ORGANIZATION
United States Citizen
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Number of 7. SOLE VOTING POWER
Shares None
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Beneficially 8. SHARED VOTING POWER
Owned By 12,537,336
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Each 9. SOLE DISPOSITIVE POWER
Reporting None
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Person 10. SHARED DISPOSITIVE POWER
With 12,537,336
----------------------------------------------------------
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<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
C. Fred Rice beneficially owns 12,537,336 shares of common stock of I.C.H.
Corporation
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.25%
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14. TYPE OF REPORTING PERSON
IN
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<PAGE>
CUSIP NO. 449264 10 0
- --------- -----------
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1. NAME OF REPORTING PERSON
CONSOLIDATED FIDELITY LIFE INSURANCE COMPANY
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
61-1206360
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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
OO, WC, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OR ORGANIZATION
Kentucky
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Number of 7. SOLE VOTING POWER
Shares Not Applicable
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Beneficially 8. SHARED VOTING POWER
Owned By 2,713,696
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Each 9. SOLE DISPOSITIVE POWER
Reporting Not Applicable
----------------------------------------------------------
Person 10. SHARED DISPOSITIVE POWER
With 2,713,696
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<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Consolidated Fidelity Life Insurance Company beneficially owns 2,713,696
shares of common stock of I.C.H. Corporation
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.48%
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14. TYPE OF REPORTING PERSON
HC, CO
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<PAGE>
CUSIP NO. 449264 10 0
- --------- -----------
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
CONSOLIDATED NATIONAL CORPORATION (formerly Consolidated National Successor
Corporation)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
61-1067126
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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
BK, OO, WC, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OR ORGANIZATION
Kentucky
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Number of 7. SOLE VOTING POWER
Shares Not Applicable
----------------------------------------------------------
Beneficially 8. SHARED VOTING POWER
Owned By 12,537,336
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Each 9. SOLE DISPOSITIVE POWER
Reporting Not Applicable
----------------------------------------------------------
Person 10. SHARED DISPOSITIVE POWER
With 12,537,336
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<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Consolidated National Corporation beneficially owns 12,537,336 shares of
common stock of I.C.H. Corporation
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.25%
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14. TYPE OF REPORTING PERSON
HC, CO
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<PAGE>
This Amendment No. 42 amends Items 1, 2, 4 and 6 of the
Schedule 13D filed by and on behalf of Consolidated National
Corporation ("CNC"), Robert T. Shaw ("Mr. Shaw"), C. Fred Rice
("Mr. Rice") and Consolidated Fidelity Life Insurance Company
("CFLIC") and restates the entire text of the Schedule 13D in
accordance with Item 101(a)(2)(ii) of Regulation S-T adopted by
the Securities and Exchange Commission.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock ($1.00 par
value) ("Common Stock") of I.C.H. Corporation ("ICH"), a Delaware
corporation with principal executive offices located at 100
Mallard Creek Road, Suite 400, Louisville, Kentucky 40207.
ITEM 2. IDENTITY AND BACKGROUND.
ROBERT T. SHAW. Mr. Shaw is presently principally occupied
as an executive officer and director of CNC, an insurance holding
company. Mr. Shaw's business address is 4211 Norbourne Boule-
vard, Louisville, Kentucky 40207.
C. FRED RICE. Mr. Rice is presently principally occupied as
an executive officer and director of CNC, an insurance holding
company, and as an executive officer and/or director of various
of its subsidiaries. Mr. Rice's business address if 4211
Norbourne Boulevard, Louisville, Kentucky 40207.
Both Mr. Shaw and Mr. Rice are citizens of the United States
of America. During the past five years, neither Mr. Shaw nor Mr.
Rice has been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors, or has been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in or subjected him
<PAGE>
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.
CONSOLIDATED NATIONAL CORPORATION. CNC is a Kentucky
corporation primarily engaged, indirectly, in the business of
owning, controlling, operating and managing life insurance
company subsidiaries. The address of its principal office and
principal place of business is 4211 Norbourne Boulevard, Louis-
ville, Kentucky 40207. During the past five years, neither CNC
nor its executive officers or directors has been convicted in a
criminal proceeding, excluding traffic violations or similar
misdemeanors, or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in or subjected it or them 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.
CNC is owned as follows:
<TABLE>
<CAPTION>
Name Shares
---- ------
<S> <C>
Robert T. Shaw 54.84%
C. Fred Rice 35.02%
Edward J. Carlisle 10.14%
------
Total 100%
</TABLE>
2
<PAGE>
CNC's executive officers and directors are as follows:
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
Robert T. Shaw President, Treasurer and Director
C. Fred Rice Vice President, Secretary and Director
Edward J. Carlisle Director
</TABLE>
The present principal occupations, business addresses and
citizenships of Mr. Shaw and Mr. Rice are disclosed above. Edward J.
Carlisle ("Mr. Carlisle") is retired. Mr. Carlisle's business
address is 4211 Norbourne Boulevard, Louisville, Kentucky 40207.
Mr. Carlisle is a citizen of the United States of America.
CONSOLIDATED FIDELITY LIFE INSURANCE CORPORATION. CFLIC is
a Kentucky corporation engaged in the business of insurance. The
address of its principal office and principal place of business
is 4211 Norbourne Boulevard, Louisville, Kentucky 40207. During
the past five years, neither CFLIC nor any of its executive
officers or directors has been convicted in a criminal proceed-
ing, excluding traffic violations or similar misdemeanors, or has
been a party to a civil proceeding of a judicial or administra-
tive body of competent jurisdiction which resulted in or subject-
ed it or them 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.
CNC, Mr. Shaw and Mr. Rice own of record, respectively,
79.0%, 11.5% and 7.4% of the outstanding Class A Common Stock
(Voting) of CFLIC. CNC owns of record 100% of the outstanding
Class B Common Stock (Non-Voting) of CFLIC and ICH owns of record
100% of the Preferred Stock (Non-Voting) of CFLIC.
3
<PAGE>
The executive officers and directors of CFLIC are:
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
Jerry W. Rice Chairman of the Board, Vice
President and Assistant Secretary
Gerald J. Kohout President, Assistant Treasurer and
Director
David A. Commons Chief Financial Officer and
Treasurer
Patricia W. Gliessner Secretary
</TABLE>
The present principal occupations, business addresses and
citizenships of Messrs. Rice, Kohout and Commons and Ms.
Gliessner are set forth below:
Jerry W. Rice is presently principally occupied as Vice
President of Facilities Management Installation, Inc., 500 N.
Akard, Dallas, Texas 75201. Facilities Management Installation,
Inc. is the service corporation subsidiary of ICH. His business
address is 4211 Norbourne Boulevard, Louisville, Kentucky 40207.
Mr. Rice is a citizen of the United States of America.
Gerald J. Kohout is presently principally occupied as an
officer of CFLIC. He is employed by Facilities Management
Installation, Inc., 500 N. Akard, Dallas, Texas 75201. His
business address is 500 N. Akard, Dallas, Texas 75201. Mr.
Kohout is a citizen of the United States of America.
David A. Commons is presently principally occupied as an
officer of CFLIC. He is employed by Facilities Management
Installation, Inc., 500 N. Akard, Dallas, Texas 75201. His
business address is 500 N. Akard, Dallas, Texas 75201. Mr.
Commons is a citizen of the United States of America.
4
<PAGE>
Patricia W. Gliessner is presently principally occupied as
an Executive Secretary of ICH. She is employed by Facilities
Management Installation, Inc., 500 N. Akard, Dallas, Texas 75201.
Her business address is 100 Mallard Creek Road, Suite 400,
Louisville, Kentucky 40207. Ms. Gliessner is a citizen of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not Amended.
ITEM 4. PURPOSE OF TRANSACTION.
See ITEM 6 for disclosure concerning the agreements entered
into by CNC, CFLIC, Mr. Shaw and Mr. Rice pursuant to which (a) CNC and
CFLIC have agreed to sell a total of 4,677,243 shares of Common
Stock to Torchmark Corporation, a Delaware corporation
("Torchmark"), (b) CNC and CFLIC have agreed to sell 4,456,820
shares of Common Stock to Stephens, Inc., an Arkansas corporation
("Stephens") and (c) CNC has agreed to sell 100,000 shares of
Class B Common Stock ($1.00 par value) ("Class B Stock") of ICH
to ICH. See ITEM 6 also for disclosure regarding the agreement
by CFLIC to transfer 1,000,000 shares of Common Stock and 541,563
shares of Series 1984-A Preferred Stock ("Series 1984-A Preferred
Stock") of ICH.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) CNC beneficially owns 12,537,336 shares of Common Stock
(or 25.27% of those deemed outstanding).
5
<PAGE>
Mr. Shaw, by virtue of his ownership of 54.84% of the
outstanding stock of CNC and his active involvement in CNC's
business, may be deemed to be the beneficial owner of 12,568,182
shares of Common Stock (or 25.34% of those deemed outstanding).
Mr. Rice, by virtue of his ownership of 35.02% of the
outstanding stock of CNC and his active involvement in CNC's
business, may be deemed to be the beneficial owner of 12,537,336
shares of Common Stock (or 25.27% of those deemed out-
standing).
CFLIC is the beneficial owner of 2,713,696 shares of Common
Stock (or 5.48% of those deemed outstanding).
(b) The following table shows the number of shares of
Common Stock beneficially owned by each reporting person over
which such reporting person has sole or shared voting and/or
dispositive power.
<TABLE>
<CAPTION>
Sole Shared
Reporting Sole Voting Shared Voting Dispositive Dispositive
Person Power Power Power Power
<S> <C> <C> <C> <C>
CNC 12,537,336(1) 12,537,336(1)
CFLIC 2,713,696(2) 2,713,696(2)
Mr. Shaw 30,846 12,537,336(3) 30,846 12,568,182(3)
Mr. Rice 12,537,336(3) 12,537,336(3)
<FN>
Notes to table:
(1) Includes (a) 100,000 shares of Common Stock issuable
upon conversion of the 100,000 shares of Class B Stock held of
record by CNC, (b) 1,000,000 shares of Common Stock held of
record by CFLIC, a subsidiary of CNC, and (c) 1,713,696 shares of
Common Stock issuable upon conversion of the 541,563 shares of
Series 1984-A Preferred Stock held of record by CFLIC.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
(2) Includes (a) 1,000,000 shares of Common Stock held of
record by CFLIC, and (b) 1,713,696 shares of Common Stock issu-
able upon conversion of the 541,563 shares of Series 1984-A
Preferred Stock held of record by CFLIC.
(3) Includes 12,537,336 shares of Common Stock beneficially
owned by CNC. See Note (1) for information about CNC's indirect
beneficial ownership of shares.
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Shaw, who owns 54.84% of CNC's stock and therefore has
an indirect beneficial interest in a majority of the Class B
Stock owned by CNC, has agreed with ICH that he will not sell his
beneficial interest in the Class B Stock to any person other than
ICH or permitted transferees unless three conditions are met.
First, he must sell his beneficial interest in all Class B Stock
and Common Stock. Secondly, the purchaser of such beneficial
interest must offer to acquire the outstanding shares of Common
Stock owned by all other ICH stockholders. Finally, the terms
of Mr. Shaw's proposed sale must be approved by a majority of the
independent directors of ICH and by vote of a majority of the
shares of Common Stock voted on such approval by persons other
than permitted transferees. Mr. Shaw's agreement will be binding
on all permitted transferees of his beneficial interest in the
Class B Stock and may not be amended without the approval of
ICH's directors and stockholders in the manner described in the
preceding sentence. A copy of the Agreement between Mr. Shaw and
ICH, as confirmed and agreed to by Mr. Rice, Mr. Carlisle and
CNC, was previously filed as Exhibit 25-1 hereto and is incorpo-
rated herein by reference.
In connection with ICH's assignment to CFLIC of the right to
acquire, and CFLIC's purchase of, 500,000 shares of Common Stock from
John A. Franco, CFLIC granted ICH, or ICH's
7
<PAGE>
designee, the option to acquire such 500,000 shares on or before
December 31, 1996, for a purchase price per share equal to the
greater of (a) $4.00 plus interest thereon for the period of time
that CFLIC owns such shares at the simple rate of 10% per annum,
or (b) the average closing sale price of the Common Stock, as
reported by the American Stock Exchange, for the five trading
days immediately preceding the date written notice of exercise is
delivered. In addition, ICH granted CFLIC the right to require
ICH to purchase such shares, on December 31, 1996, at a price
equal to $4.00 per share, plus interest thereon for the period of
time that CFLIC owns such shares at the simple rate of 10% per
annum. A copy of the Agreement between ICH and CFLIC was
previously filed as Exhibit 38-1 and is incorporated herein by
reference.
CFLIC has loaned CNC $30,000,000, which loan is secured by
8,626,272 shares of Common Stock.
CFLIC is a party to two retrocession agreements (the "Retro-
cession Agreements") with Employers Reassurance Corporation
("ERC") under which ERC has reinsured certain business with
CFLIC. CFLIC has established an escrow and a trust, pursuant to
an escrow agreement and a trust agreement with First National
Bank of Chicago, and ERC has the right to receive the assets held
in escrow and in trust in the event it recaptures the business
reinsured under those retrocession agreements and CFLIC defaults
in its obligations to pay ERC the amounts then due. CFLIC
currently has on deposit in the trust (1) the $30,000,000 loan of
CNC, and (2) the 541,563 shares of Series 1984-A Preferred Stock
held by CFLIC. CFLIC currently has on deposit in the
escrow 500,000 shares of Common Stock. The 8,626,272 shares of
Common Stock have been released from the trust and are being held
by CFLIC.
8
<PAGE>
On June 15, 1993, ICH, CNC and CFLIC entered into an agree-
ment (the "CFLIC Agreement") under which ICH is granted the
right, and undertakes the obligation, to negotiate the recapture
of certain insurance business written by an existing and a former
subsidiary of ICH which is reinsured by CFLIC, and, pending
completion of the recaptures, ICH agreed to invest in preferred
stock of CFLIC. CFLIC is required to repurchase the preferred
stock issued to ICH upon completion of the recaptures. The
recaptures and CFLIC's repurchase of its preferred stock from ICH
upon completion of the recaptures will result in the transfer of
various assets held by CFLIC including 1,000,000 shares of
Common Stock, ICH indebtedness to CFLIC, 541,563 shares of Series
1984-A Preferred Stock and 140,000 shares of ICH's Series 1987-B
Preferred Stock.
On January 15, 1994, CNC, CFLIC, Mr. Shaw and Mr. Rice
entered into a series of agreements, including stock purchase
agreements (the "Stock Purchase Agreements") pursuant to which:
(a) ICH will repurchase from CNC the 100,000 shares of
Class B Stock held by CNC at a price of $5.00 per share, and will
thereby cancel the Class B Stock;
(b) CNC will sell 4,236,820 shares of Common Stock, and
CFLIC will sell 220,000 shares of Common Stock, to Stephens at a
price of $5.00 per share;
(c) CNC will sell 4,457,243 shares of Common Stock, and
CFLIC will sell 220,000 shares of Common Stock, to Torchmark at a
price of $5.00 per share; and
(d) ICH and CNC will terminate the Management and Consult-
ing Agreement, dated December 27, 1984, to which they are par-
ties, and ICH will enter into an Independent Contractor and
Services Agreement with each of Mr. Shaw and Mr. Rice.
9
<PAGE>
The closing of the above transactions is scheduled to occur
simultaneously upon the satisfaction, or waiver, of all of the
conditions to closing set out in the Stock Purchase Agreements.
Torchmark and Stephens are permitted to assign their rights and
delegate their duties under the Stock Purchase Agreements to a
creditworthy person or entity reasonably acceptable to ICH.
Under the Stock Purchase Agreements, CNC, CFLIC, Mr. Shaw
and Mr. Rice agreed that the closing of the transactions contem-
plated by the CFLIC Agreement would occur on or before May 30,
1994, and the transactions contemplated thereby would be consum-
mated on substantially the same economic terms as set forth in
the CFLIC Agreement. In a letter dated January 15, 1994, CNC and
ICH agreed that anytime after March 31, 1994, CNC may deliver
written notice to ICH and ICH shall deliver to CNC the Excepted
Assets (as defined in the CFLIC Agreement) within 60 days after
receipt of such notice, whether the reinsurance transactions
contemplated by the CFLIC Agreement have been completed or not;
and, after expiration of such 60 days, ICH shall deliver the
Excepted Assets to CNC; provided that, upon delivery of the
Excepted Assets, CNC, Mr. Shaw, Mr. Rice and Mr. Carlisle shall
deliver to ICH all of the outstanding capital stock of CFLIC.
Except as otherwise disclosed herein, there are no con-
tracts, arrangements, undertakings or relationships, legal or
otherwise, among the persons named in ITEM 2 or between such
persons and any other person with respect to any equity securi-
ties of ICH.
10
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are attached hereto:
Exhibit No. Description
42-1 Stock Purchase Agreement dated January 15, 1994
among ICH, CNC, CFLIC, Mr. Shaw, Mr. Rice and
Torchmark (incorporated by reference to Exhibit 1
to ICH's Current Report on Form 8-K (File No. 1-
7697) filed January 27, 1994).
42-2 Stock Purchase Agreement dated January 15, 1994
among ICH, CNC, CFLIC, Mr. Shaw, Mr. Rice and
Stephens (incorporated by reference to Exhibit 2
to ICH's Current Report on Form 8-K (File No. 1-
7697) filed January 27, 1994).
42-3 Stock Purchase Agreement dated January 15, 1994
between CNC and ICH (incorporated by reference to
Exhibit 3 to ICH's Current Report on Form 8-K
(File No. 1-7697) filed January 27, 1994).
11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
Date: January 27, 1994
/s/ ROBERT T. SHAW
---------------------------------------
Robert T. Shaw, Individually
/s/ C. FRED RICE
---------------------------------------
C. Fred Rice, Individually
CONSOLIDATED NATIONAL CORPORATION
By: /s/ ROBERT T. SHAW
---------------------------------------
Robert T. Shaw, President
CONSOLIDATED FIDELITY LIFE
INSURANCE COMPANY
By: /s/ JERRY WALLACE RICE
-----------------------------------
Jerry Wallace Rice, Vice President
