UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Motor Club of America
(Name of Issuer)
Common Stock, par value $.50 per share
(Title of Class of Securities)
619823107
(CUSIP Number)
William E. Lobeck, Jr.
1132 S. Lewis Ave.
Tulsa, OK 74104-3906
(918) 535-5129
(Name, address and telephone number of person
authorized to receive notices and communications)
September 23, 1999
(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
[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.
Page 1 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. 619823107 Page 2 of 12
===================== ===========================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Archer McWhorter
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)x
(b)[BOX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [BOX]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 301,635
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING 503,371
PERSON -------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
301,635
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
503,371
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
503,371
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [BOX]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
Page 2 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. 619823107 Page 3 of 12
===================== ==============================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sleepy Lagoon, Ltd.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)x
(b)[BOX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [BOX]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING 201,736
PERSON -------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
201,736
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
201,736
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [BOX]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
PN
- --------------------------------------------------------------------------------
Page 3 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. 619823107 Page 4 of 12
====================== =====================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alvin E. Swanner
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)x
(b)[BOX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [BOX]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 301,634
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING 503,369
PERSON -------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
301,634
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
503,369
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
503,369
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [BOX]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
Page 4 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. 619823107 Page 5 of 12
====================== ==============================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brion Properties, a Louisiana partnership in commendam
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)x
(b)[BOX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [BOX]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING 201,735
PERSON -------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
201,735
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
201,735
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [BOX]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
PN
- --------------------------------------------------------------------------------
Page 5 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. 619823107 Page 6 of 12
====================== =========================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Lobeck, Jr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)x
(b)[BOX]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS *
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [BOX]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 483,368
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
REPORTING 0
PERSON -------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
483,368
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
483,368
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES * [BOX]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
Page 6 of 12
<PAGE>
Item 1. Security and Issuer.
Common Stock, par value $.50 per share, of Motor Club of America, a New
Jersey corporation (the "Issuer"), having principal executive offices at 95
Route 17 South, Paramus, New Jersey 07653.
Item 2. Identity and Background.
1. (a) Archer McWhorter.
(b) Mr. McWhorter's business address is 1600 Smith Street,
Houston, TX 77002.
(c) Mr. McWhorter's principal occupation is as Chairman of the
Board of Directors of the companies in the Motor Club of
America Group, which has its offices at the address
specified in Item 1 above. He is also a member of the
Executive Committee of said Board of Directors and a private
investor.
(d) Mr. McWhorter has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. McWhorter has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding 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.
(f) Mr. McWhorter is a United States citizen.
2. (a) Sleepy Lagoon, Ltd., a limited partnership organized under
the laws of Texas ("SL").
(b) SL's sole business is to invest and manage the holdings of a
small number of individual accredited investors who
primarily are members of the McWhorter family.
(c) SL's sole address is 1600 Smith Street, Houston, Texas
77002.
(d) SL has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) SL has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
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.
3. (a) Alvin E. Swanner.
(b) Mr. Swanner's business address is 28 Chateau Haut Brion
Street, Kenner, Louisiana 70065.
(c) Mr. Swanner's principal occupation is as member of the Board
of Directors of the companies in the Motor Club of America
Group, which has its offices at the address specified in
Item 1 above. He is also a member of the Executive Committee
of said Board of Directors, a private investor, and the
President of the following entities: Swanner & Associates,
Inc., formerly a car rental company, Chateau, Inc., a golf
and country club, Chateau Development Company, Inc., a
development company, and 135 St. Charles, Inc., a hotel
development company.
Page 7 of 12
<PAGE>
(d) Mr. Swanner has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Swanner has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding 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.
(f) Mr. Swanner is a United States citizen.
4. (a) Brion Properties, a Louisiana partnership in commendam
("BP").
(b) BP's sole business is to invest and manage the holdings of
the Swanner family.
(c) BP's sole address is 28 Chateau Haut Brion Street Kenner,
Louisiana 70065.
(d) BP has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) BP has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
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.
5. (a) William E. Lobeck, Jr..
(b) Mr. Lobeck's business address is 1132 S. Lewis Ave. Tulsa,
OK, 74104-3906.
(c) Mr. Lobeck's principal occupation is as member of the Board
of Directors of the companies in the Motor Club of America
Group, which as its offices at the address specified in Item
1 above. He is also a member of the Executive Committee of
said Board of Directors, the President of The Numbered Car
Co., a car dealership, and a private investor.
(d) Mr. Lobeck has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Lobeck has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding
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.
(f) Mr. Lobeck is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On September 23, 1999, each of SL, BP and Mr. Lobeck (the "Purchasers")
entered into separate Debenture Purchase Agreements (the "Agreements") with the
Issuer, each in substantially the form attached as Exhibit 1 hereto, for the
purchase of the Issuer's 8.44% unsecured subordinated debentures due September
23, 2009 (the "Debentures").
Page 8 of 12
<PAGE>
The Agreements provide for the purchases of the following principal amounts
of the Debentures, and for their conversion, in whole or in part, at any time
prior to the earlier of maturity or redemption, into the following number of
shares of the Issuer's common stock:
Number of Shares of
Principal Amount of Common Stock issuable on
Name of Purchaser Debentures Purchased Debenture Conversion
- ----------------- -------------------- -----------------------
Sleepy Lagoon, Ltd. $3,126,172 201,736
Brion Properties, Ltd. $3,126,162 201,735
William E. Lobeck $3,001,451 193,688
A form of the Debentures is included in Exhibit 1.
Mr. McWhorter and SL share voting power and dispositive power with respect
to the securities held by SL. As general partner of SL, Mr. McWhorter exercises
SL's power to convert SL's Debentures as well as SL's voting and investment
powers with respect to the subject securities. Although Mr. McWhorter's son,
Archer McWhorter, Jr., is a Director of the Issuer and a limited partner of
Sleepy Lagoon, Ltd., Mr. McWhorter Jr. cannot exercise any such powers, and
disclaims any beneficial ownership of the Debentures and the subject securities
thereof.
Mr. Swanner and BP share voting power and dispositive power with respect to
the securities held by BP. As general partner of BP, Mr. Swanner exercises BP's
power to convert BP's Debentures as well as BP's voting and investment powers
with respect to the subject securities thereof.
Mr. Lobeck exercises sole power to convert his Debentures and as well as
sole voting and investment powers with respect to the subject securities
thereof.
The purchase price of the Debentures was paid with personal funds of SL,
BP, and Mr. Lobeck, respectively.
Item 4. Purpose of Transactions
The Debentures have been purchased in order to provide financing for the
merger (the "Merger") of the Issuer's wholly-owned subsidiary, NEIC Insurance
Acquisition Corporation, with and into North East Insurance Company, a Maine
corporation. The Merger, which was consummated on September 24, 1999, and the
Debentures are more fully described in the Issuer's Amended Registration
Statement on Form S-4/A, attached as Exhibit 2 hereto.
As set forth in greater detail in the Registration Statement, it was
anticipated that Mr. McWhorter, William E. Lobeck, Jr. and Alvin E. Swanner
(collectively, the "Purchasers") would, in the aggregate, purchase up to $10
million principal amount of the Debentures in order to finance the Merger. As
disclosed herein, the Purchasers acquired an aggregate of $9,253,785 principal
amount of the Debentures. An unrelated accredited investor purchased the balance
of the Debentures, or $746,215 in principal amount.
Each of the Purchasers is a director of the Issuer, and together they
constitute the Executive Committee of the Issuer's Board of Directors. Although
the Purchasers acted in concert with respect to the transactions described
herein, there is presently no agreement, understanding or arrangement among any
of them to act in concert again in the future with respect to any of the
Issuer's securities. Any one or more of the Purchasers, SL and Brion Properties,
Ltd. may effect, alone or together, additional transactions in securities of the
Issuer through a variety of possible means, including but not limited to open
market and privately negotiated transactions. None of the Purchasers, SL or
Brion Properties, Ltd. is bound to increase or decrease his or its holdings, and
depending upon future developments, may also in his or its sole discretion
determine at any time or from time to time to acquire additional Issuer
securities or to sell or otherwise dispose of any or all of his or its Issuer
securities. Each such individual and entity reserves the right to act with
respect to his or its holdings as he or it deems in his or its best interests.
Page 9 of 12
<PAGE>
As noted in Item 3 above, Mr. McWhorter's son, Archer McWhorter, Jr., is a
director of the Issuer. Mr. McWhorter, Jr. is not, however, a member of the
Executive Committee, and other than as described at Item 3, has not participated
in the acquisition of the Debentures.
Except as set forth in Item 3 or in this Item 4, none of Messrs. McWhorter,
Lobeck or Swanner, or Brion Properties, Ltd. or Sleepy Lagoon, Ltd., has any
present plan or proposal that relates to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The following table sets forth certain information as to the beneficial
ownership of the Issuer's common stock by the Reporting Persons as of the date
hereof.
<TABLE>
<CAPTION>
Shares Beneficially
Shares Beneficially Owned Owned as of
Prior to September 23, 1999 September 23, 1999
--------------------------- ------------------
Shares to be Acquired upon
Name Number Percent (b) Conversion of Debentures Number Percent (e)
- --------------- ------ ----------- -------------------------- ------ -----------
<S> <C> <C> <C> <C> <C>
Archer McWhorter 301,635 (a) 14.15 201,736 (c) 503,371 17.3
Sleepy Lagoon, Ltd. -0- -0- 201,736 (c) 201,736 7.7
Alvin E. Swanner 301,634 14.15 201,735 (d) 503,369 17.3
Brion Properties -0- -0- 201,735 (d) 201,735 7.7
William E. Lobeck -289,601 13.59 193,767 483,368 16.7
</TABLE>
(a) The 301,635 shares of the Issuer's common stock beneficially owned by
Archer McWhorter are held of record by the McWhorter Family Trust, of
which Mr. McWhorter is a Trustee.
(b) Based upon the number of shares outstanding as reported by the Issuer
in its most recent annual report on Form 10-K.
(c) The 201,736 shares of the Issuer's common stock to be acquired upon
conversion in full of the Debentures, as described in Item 3 of this
Schedule 13D, will be held of record by Sleepy Lagoon, Ltd., a Texas
limited partnership of which Mr. McWhorter is the general partner.
Such shares will be beneficially owned by Mr. McWhorter.
(d) The 201,735 shares of the Issuer's common stock to be acquired upon
conversion in full of the Debentures, as described in Item 3 of this
Schedule 13D, will be held of record by Brion Properties, a Louisiana
partnership in commendam of which Mr. Swanner is the general partner.
Such shares will be beneficially owned by Mr. Swanner.
(e) As to each reporting person, assumes the issuance of 290,386 shares of
the Issuer's common stock as consideration in the Merger discussed in
Item 3 above, and that the other Debentures are not converted.
Page 10 of 12
<PAGE>
There have been no transactions in respect of the Issuer's common stock
during the past 60 days which are required to be reported in this Item 5 except
as described in Item 2.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None, other than as described in Items 3 and 4.
Item 7. Material to be Filed as Exhibits.
1. Form of Debenture Purchase Agreement, with exhibits.
2. Amended Registration Statement on Form S-4/A of Motor Club of
America, filed with the Commission on June 3, 1999.
Page 11 of 12
<PAGE>
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.
ARCHER McWHORTER
Date: September 24, 1999 /s/ Archer McWhorter
-----------------------
SLEEPY LAGOON LTD.
Date: September 24, 1999 By: /s/ Archer McWhorter
--------------------
Name: Archer McWhorter
Title: General Partner
ALVIN E. SWANNER
Date: September 24, 1999 /s/ Alvin E. Swanner
----------------------
BRION PROPERTIES, a
Louisiana partnership in commendam.
Date: September 24, 1999 By: /s/ Alvin E. Swanner
--------------------
Name: Alvin E. Swanner
Title: General Partner
WILLIAM E. LOBECK
Date: September 24, 1999 /s/ William E. Lobeck
---------------------
Page 12 of 12
