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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. 2)
I.C.H. Corporation
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(Name of Issuer)
Common Stock $0.01 par value
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(Title of Class of Securities)
44926L300
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(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida 34102 941-262-8577
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 5, 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.
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).
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SCHEDULE 13D
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CUSIP No. 44926L300 Page -2- of 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III ###-##-####
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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*
00**
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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 OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 141,582***
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 104,298***
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 141,582***
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10 SHARED DISPOSITIVE POWER
104,298***
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,880
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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)
8.8%
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14 TYPE OF REPORTING PERSON
IN-IA**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See response to Item 3, herein.
*** See response to Item 5(b), herein.
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The purpose of this Amendment No. 2 is to amend the previously amended
Schedule 13D filed by Lloyd I. Miller, III ("Miller") in connection with the
Common Stock, $0.01 par value per share (the "Shares"), of I.C.H. Corporation,
a Delaware corporation (the "Company") to report that since Miller's previous
Schedule 13D filing, Miller has purchased additional Shares. Items 3, 4 and 5
are amended and restated in their entirety as follows.
Item 3. Source and Amount of Funds or Other Considerations
--------------------------------------------------
Miller is the Investment Adviser to Trust A-1, Trust A-3, Trust A-4 and
Trust C (the "Trusts"). Trust A-1, Trust A-3, and Trust A-4, were created
pursuant to a Declaratory Judgment, signed by the Honorable Wayne F. Wilke for
the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on October
27, 1992, pursuant to which Trust A was split into four separate trusts (Trust
A-2 is not relevant for the purpose of this filing). Trust A and Trust C were
created pursuant to an Amended and Restated Trust Agreement, dated September
20, 1983 (the "Trust Agreement"). Miller was named as advisor to PNC Bank,
Ohio, N.A. (formerly The Central Trust Company, N.A., Cincinnati, Ohio), the
Trustee named in the Trust Agreement. Such appointment became effective on
April 22, 1990, the date of death of Lloyd I. Miller, the Grantor of Trust A
and Trust C. All of the Notes purchased by Miller as Investment Adviser to the
Trusts were purchased by funds generated and held by the Trusts. The total
purchase price for the Shares was $6,525.00 for Trust A-1, $66,806.70 for Trust
A-3 and $217,476.87 for Trust A-4 and $69,713.50 for Trust C.
Miller is the manager of Milfam LLC, an Ohio limited liability company
established pursuant to the Operating Agreement of Milfam LLC (the "Operating
Agreement"), dated as of December 10, 1996. Milfam LLC is the managing general
partner of Milfam I, L.P., a Georgia limited partnership established on December
11, 1996. All of the Notes purchased by Miller on behalf of Milfam I, L.P. were
purchased with money contributed to Milfam I, L.P. by its partners, or money
generated and held by Milfam I, L.P. The total purchase price for the Shares was
$521,533.08 for Milfam I, LP.
The Company emerged from Chapter 11 bankruptcy on February 19, 1997 (the
"Effective Date"), pursuant to a plan of reorganization confirmed on February 7,
1997 (the "Plan"). 15,000 shares of the "old" Preferred Stock were purchased by
Trust A-1 prior to February 17, 1997 and, pursuant to the Plan, were
subsequently exchanged for 3,000 Shares currently held by Trust A-1. 10,290 of
the "old" Preferred Stock were purchased by Trust A-3 prior to February 17, 1997
and, pursuant to the Plan, were subsequently exchanged for 2,058 Shares
currently held by Trust A-3. 350,000 shares of the "old" Common Stock were
purchased by Trust A-3 prior to February 17, 1997 and, pursuant to the Plan,
were subsequently exchanged for 9,415 Shares currently held by Trust A-3.
Item 4. Purpose of the Transaction
--------------------------
Miller may from time to time use his beneficial ownership of the 245,880
Shares to influence management of the Company going forward. Miller may use a
variety of means to express his views to management, including, seeking to
nominate himself or others to the Company's board of directors. From time to
time, Miller may acquire additional Shares or dispose of all or some of the
Shares which he benefically owns.
Other than the above, Miler has no specific plan or proposal which relates
to, or could result in, any of the matters referred to in Paragraphs (a)
through (j), inclusive of Item 4 of the Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) Miller beneficially owns 245,880 Shares (8.8% of the outstanding
Shares based on 2,793,550 Shares outstanding pursuant to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997) pursuant to
the Trust Agreement, with respect to the Shares held of record by the Trusts
and pursuant to the Partnership Agreement and the Operating Agreement, with
respect to the Shares held of record by Milfam I, L.P. As of the date hereof,
3,000 Shares are owned of record by Trust A-1; 16,100 Shares are owned of
record by Trust A-3; 64,798 Shares are owned of record by Trust A-4; and 20,400
Shares are owned by Trust C; and 141,582 Shares are owned of record by Milfam
I, L.P.
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(b) Miller has shared voting power and shared dispositive power for all
such Shares held of record by the Trusts and sole voting power and sole
dispositive power for all such Shares held of record by Milfam I, L.P.
(c) The following tables detail the purchases by Trust A-4, Trust C and
Milfam I, L.P. effected since the last filing. Trust A-1 and Trust A-3 did not
purchase any Shares during such period. All of the transactions were open
market transactions.
<TABLE>
<CAPTION>
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Trust A-4
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Date of Transaction Number of Shares Price Per Share ($)
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<S> <C> <C>
10/28/97 2,000 3.155
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10/31/97 2,300 3.4798
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11/6/97 3,700 3.375
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</TABLE>
<TABLE>
<CAPTION>
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Trust C
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Date of Transaction Number of Shares Price Per Share ($)
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<S> <C> <C>
10/23/97 8,900 3.515
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10/27/97 3,500 3.517
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10/27/97 8,000 3.265
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</TABLE>
<TABLE>
<CAPTION>
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MILFAM I, LP
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Date of Transaction Number of Shares Price Per Share ($)
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<S> <C> <C>
11/5/97 6,400 3.515
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</TABLE>
(d) Milfam I, L.P. has the right to receive dividends from and proceeds
of the sale of 141,582 Shares; Trust A-1 has the right to receive dividends from
and proceeds of the sale of 3,000 Shares; Trust A-3 has the right to receive
dividends from and proceeds of the sale of 16,100 Shares; and Trust A-4 has the
right to receive dividends from and proceeds of the sale of 64,798 Shares; Trust
C has the right to receive dividends from and proceeds of the sale of 20,400
Shares. Neither Milfam I, L.P. nor the Trusts have the right to direct such
dividends or proceeds or own 5% or more of the outstanding Shares.
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 6, 1997
By: /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III
