ICH CORP /DE/
SC 13G/A, 1999-02-12
ACCIDENT & HEALTH INSURANCE
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      
                                      
                                      
                                 SCHEDULE 13G
                                (Rule 13d-102)
                                      
           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
              TO RULES 13d-1(b)(c) AND AMENDMENTS THERETO FILED
                          PURSUANT TO RULE 13d-2(b)
                              (Amendment No. 1)*
                                      
                                      
                                      
                                      
                                      
                              I.C.H. Corporation
- --------------------------------------------------------------------------------
                               (Name of Issuer)
                         Common Stock, $.01 par value
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)
                                  44926L300
            ------------------------------------------------------
                                (CUSIP Number)
                              December 31, 1998
            ------------------------------------------------------
                 (Date of Event which Requires Filing of this
                                  Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
                   is filed:                          
                              |_| Rule 13d-1(b)
                              |X| Rule 13d-1(c)
                              |_| Rule 13d-1(d)


*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).



<PAGE>   2






CUSIP No.   44926L300       13G                               Page 2 of 4 Pages
                           

       1.  NAME OF REPORTING PERSONS
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
           Lloyd I. Miller, III                          ###-##-####
       2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   
                                                      (a) |_|
                                                      (b) |_|


       3.  SEC USE ONLY

       4.  CITIZENSHIP OR PLACE OF ORGANIZATION
- -
           United States
           ---------------------------------------------------------------------
            NUMBER OF          5. SOLE VOTING POWER
             SHARES                   178,482
          BENEFICIALLY         6. SHARED VOTING POWER
            OWNED BY                  190,998
             EACH              7. SOLE DISPOSITIVE POWER
          REPORTING                   178,482
           PERSON              8. SHARED DISPOSITIVE POWER
            WITH                      190,998

       9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          369,480
      10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                         
      11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          14.2%
      12. TYPE OF REPORTING PERSON*
          IN-O**
          ----------------------------------------------------------------------
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!


**  See Item 4.



<PAGE>   3


                                                                     Page 3 of 4

Item 1(a).    Name of Issuer: I.C.H. Corporation

Item 1(b).    Address of Issuers's Principal Executive Offices: 9255 Towne
              Centre Drive, Suite 600, San Diego, California 92121-3039.

Item 2(a).    Name of Person Filing: Lloyd I. Miller, III

Item 2(b).    Address of Principal Business Office or, if None, Residence:
              4550 Gordon Drive, Naples, Florida 34102

Item 2(c).    Citizenship:     U.S.A.

Item 2(d).    Title of Class of Securities: Common Stock, $0.01 par value

Item 2(e).    CUSIP Number:    44926L300

Item 3.       IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b)
               or (c), CHECK WHETHER THE PERSON FILING IS A:

              Not Applicable, this statement is filed pursuant to 13d-1(c)

Item 4.       OWNERSHIP: The reporting person shares dispositive and voting
power with respect to 190,998 of the reported securities as an advisor to the
trustee of certain family trusts and with respect to shares owned by his wife.
Miller has sole dispositive and voting power with respect to 178,482 of the
reported securities (i) as the custodian to accounts set up under the Florida
Uniform Gift to Minors Act, (ii) as an individual, (iii) as the trustee to
certain trusts and/or (iv) as the manager a limited liability company that is
the general partner of certain limited partnerships.

              (a)  369,480

              (b) 14.2%

              (c) (i) sole voting power: 178,482

                  (ii) shared voting power: 190,998

                  (iii) sole dispositive power: 178,482

                  (iv) shared dispositive power: 190,998

Item 5.       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

              Not Applicable


Item 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

           Persons other than Lloyd I. Miller III have the right to receive
           dividends from, or the proceeds from the sale of, the reported
           securities. None of these persons has the right to direct such
           dividends or proceeds.

Item 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
           THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

           Not Applicable




<PAGE>   4

                                       
                                                                     Page 4 of 4
  Item 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

           Not Applicable

  Item 9.  NOTICE OF DISSOLUTION OF GROUP:

           Not Applicable

  Item 10. CERTIFICATION:

           By signing below I certify that, to the best of my knowledge and
           belief, the securities referred to above were not acquired and are
           not held for the purpose of or with the effect of changing or
           influencing the control of the issuer of the securities and were not
           acquired and are not held in connection with or as a participant in
           any transaction having that purposes or effect.

                                  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.

                                                         February 12, 1999




                                                       /s/ Lloyd I. Miller, III
                                                          ---------------------
                                                           Lloyd I. Miller, III
          






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