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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. __)*
I.C.H. CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
449264 10 0
(CUSIP Number)
Michael B. Johnson, 111 Center Street, Little Rock, Arkansas 72201
(501) 377-2588
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 1994
(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: {x}
(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: 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 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).
This Documents Consists of 6 Pages.
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SCHEDULE 13D
CUSIP NO. 449264 10 0
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephens Inc.
I.R.S. No. 71-0641478
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) { }
(b) {X}
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) { }
6. CITIZENSHIP OR PLACE OF ORGANIZATION Arkansas
Number of Shares Owned by Each Reporting Person With:
7. SOLE VOTING POWER 4,662,312 {1}
8. SHARED VOTING POWER -0-
9. SOLE DISPOSITIVE POWER 4,662,312 {1}
10. SHARED DISPOSITIVE POWER -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 4,662,312 {1}
EACH REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 {X}
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 8.64% {2}
ROW 11
14. TYPE OF REPORTING PERSON CO
- ------------------------
(1) Includes 45,692 shares of Common Stock issuable upon conversion of
59,400 shares of Series 1986-A Convertible Preferred Stock owned by Reporting
Person.
(2) Based upon 47,827,139 shares of Common Stock issued and outstanding as
of February 11, 1994 and 6,153,754 shares of Common Stock deemed to be
outstanding as of such date pursuant to Rule 13d-3(d)(1)(i) upon conversion of
7,999,880 presently issued and outstanding shares of the Series 1986-A
Convertible Preferred Stock.
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This statement is filed to report the acquisition by Stephens Inc.
("Stephens"), on February 11, 1994, of 4,456,820 shares (the "Shares") of
Common Stock of I.C.H. Corporation.
Item 1. Security and Issuer
This statement relates to the common stock, par value $1.00
per share ("Common Stock"), of I.C.H. Corporation, a Delaware
corporation (the "Company"), whose principal executive offices
are located at 100 Mallard Creek Road, Suite 400, Louisville,
Kentucky 40207.
Item 2. Identity and Background
(a)-(c) This statement is filed on behalf of the reporting
and (f) person, Stephens Inc., an Arkansas corporation, whose
principal business and executive offices are located at 111
Center Street, Little Rock, Arkansas 72201. The principal
business of Stephens is investment banking. The following
information is provided with respect to all executive
officers, directors and controlling persons of Stephens, all
of whom are citizens of or domiciled in the United States:
<TABLE>
<CAPTION>
Principal Position With
Name Occupation Employer Business Address Reporting Person
------------ ---------- -------- ---------------- ----------------
<S> <C> <C> <C> <C>
Jackson T. Stephens Investment Banker Stephens Inc. 111 Center Street Chairman
Little Rock, AR 72201
Warren A. Stephens Investment Banker Stephens Inc. 111 Center Street President and
Little Rock, AR 72201 Director
Bess Stephens Retired N/A 111 Center Street Director
Little Rock, AR 72201
Wilton R. Stephens, Jr. Investment Banker Stephens Inc. 111 Center Street Director
Little Rock, AR 72201
Jon E.M. Jacoby Investment Banker Stephens Inc. 111 Center Street Executive Vice President
Little Rock, AR 72201 and Director
W.R. Walker Oil & Gas/Real Estate Stephens Production 623 Garrison Ave. Director
Company, Inc. Fort Smith, AR 72901
Vernon J. Giss Retired N/A 111 Center Street Director
Little Rock, AR 72201
Craig Campbell Investment Banker Stephens Inc. 111 Center Street Director
Little Rock, AR 72201
I. Ernest Butler, Jr. Investment Banker Stephens Inc. 111 Center Street Executive Vice President
Little Rock, AR 72201 and Director
</TABLE>
(d) Neither Stephens nor any of the persons listed above have,
within the last 5 years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither Stephens, nor any of the persons listed above was,
within the last 5 years, a party to a civil proceeding of a
judicial or administrative body of
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competent jurisdiction resulting in, nor is it 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.
Item 3. Source and Amount of Funds or Other Consideration
Stephens paid $22,284,100 to purchase the Shares. Such funds
were working capital of Stephens and were not borrowed or
otherwise obtained from a third party.
Item 4. Purpose of Transaction
The purpose of the acquisition of the Shares by Stephens is
for investment. The acquisition of the Shares, which was
closed on February 11, 1994, was made pursuant to the terms of
a Stock Purchase Agreement, dated January 15, 1994, by and
between the Company, Stephens, Consolidated National
Corporation, Consolidated Fidelity Life Insurance Company,
Robert T. Shaw and C. Fred Rice (the "Stock Purchase
Agreement"), a copy of which is attached hereto as Exhibit A
and incorporated herein by reference. Pursuant to the terms
of the Stock Purchase Agreement (i) Jon E.M. Jacoby, Executive
Vice President of Stephens, has been elected to serve on the
Company's board of directors; and (ii) the Company has agreed
that so long as Stephens owns at least five percent of the
issued and outstanding shares of Common Stock, one person
designated by Stephens will continue to be nominated for
election as a director of the Company and the Company will use
its best efforts to secure election of such person as a
director.
Except as otherwise described herein or in the attachments
hereto, there are not any plans or proposals which Stephens or
any person named in response to Item 2 has which relate to or
would result in:
(a) The acquisition by any person of additional
securities of the Company or the disposition of securities of
the Company;
(b) An extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Company or any of its subsidiaries;
(d) Any change in the present board of directors
or management of the Company, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the Company;
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(f) Any other material change in the Company's
business or corporate structure;
(g) Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any
person;
(h) Causing a class of securities of the Company
to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity securities of the Company
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated
above.
Although the present intention of Stephens is as described
herein, it will act with respect to any such matters presented
for its consideration in accordance with its judgment and in
light of the facts and circumstances existing at the time. In
particular, Stephens may at any time determine that a sale of
all or a portion of the Shares is appropriate. Conversely
Stephens may determine to acquire additional shares of Common
Stock from time to time through private or open market
purchases or otherwise on terms more or less favorable than
those described herein.
Item 5. Interest in Securities of the Issuer
(a) & (b) The information required of Stephens by this Item 5,
paragraphs (a) and (b), has been furnished in Items 7 through
13 of the cover page filed with this Schedule 13D, which such
information is incorporated herein by reference. No other
person named in Item 2, either individually or as part of a
"group" as that term is defined in Section 13(d) (3), owns
beneficially any shares of the Common Stock.
(c) Other than as described herein, none of the persons named in
Item 2 have effected any transactions in the Common Stock
during the preceding 60 day period.
(d) Stephens has the sole right to receive and the power to direct
the receipt of dividends from and the proceeds from any sale
of the Shares.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as otherwise disclosed herein, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in response to Item 2 and
between such persons and any other person with respect to any
securities of the Company, including but not limited to
transfer or voting of any of the securities of the Company,
finder's fees, joint ventures, loan or option arrangements,
put or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies. All
discussions of the terms and conditions of the acquisition of
the Shares and the Stock Purchase Agreement are summaries only
and are qualified in their entirety by reference to Exhibit A.
Item 7. Material to Be Filed as Exhibits
(A) Stock Purchase Agreement, dated January 15, 1994, by
and between I.C.H. Corporation, Consolidated National
Corporation, Consolidated Fidelity Life Insurance Company,
Robert T. Shaw, C. Fred Rice and Stephens Inc. (incorporated
by reference to Exhibit No. 2 of the Form 8-K of I.C.H.
Corporation dated January 15, 1994.)
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.
Date: February ___, 1994 STEPHENS INC.
By:__________________________________
Michael B. Johnson
Associate General Counsel and
Assistant Secretary
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