<PAGE>1
ATTACHED HERETO IS AMENDMENT NO. 3 (THE "AMENDMENT") TO THE STATEMENT ON
SCHEDULE 13D, DATED JANUARY 19, 1989, FILED BY MR. WILLIAM R. BERKLEY AND
INTERLAKEN FINANCIAL GROUP, INC. (THE "STATEMENT"). THE STATEMENT, AS WELL AS
AMENDMENTS NO. 1 AND 2 THERETO ARE ATTACHED TO THE AMENDMENT AS ATTACHMENTS 1,
2 AND 3, RESPECTIVELY. IN ACCORDANCE WITH THE REQUIREMENTS OF RULE
101(a)(2)(ii) OF REGULATION S-T, THE AMENDMENT, TOGETHER WITH ATTACHMENTS 1,
2, AND 3 (WHICH ATTACHMENTS PRECEDE THE AMENDMENT IN THIS ELECTRONIC
SUBMISSION), RESTATE THE ENTIRE TEXT OF THE SCHEDULE.
<PAGE>2
Attachment 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NAFCO Financial Group, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
628724-10-6
(CUSIP Number)
Mr. Robert V. Mendelsohn Mr. William R. Berkley
Interlaken Financial Group Inc. 165 Mason Street
165 Mason Street PO Box 2518
Greenwich, Connecticut 06830 Greenwich, Connecticut 06830
(203) 629-2880 (203) 629-2880
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
January 13, 1989
(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/.
<PAGE>3
SCHEDULE 13D
CUSIP No. 628724-10-6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM R. BERKLEY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7. SOLE VOTING POWER
853,505
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 853,505
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,505
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>4
SCHEDULE 13D
CUSIP No. 628724-10-6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTERLAKEN FINANCIAL GROUP INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
853,505
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 853,505
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,505
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>5
Item 1. Security and Issuer.
This Statement relates to the common shares, par value $.01 per
share (the "Common Shares"), of NAFCO Financial Group, Inc., a Delaware
corporation ("NAFCO"), the principal executive offices of which are located at
5801 Pelican Bay Boulevard, Naples, Florida.
Item 2. Identity and Background.
This Statement is being filed on behalf of William R. Berkley ("Mr.
Berkley") and Interlaken Financial Group Inc., a Delaware corporation
("Interlaken"), all the issued and outstanding shares of which are owned by
Mr. Berkley. Interlaken was formed solely for the purpose of acquiring and
holding certain of the equity securities of NAFCO. The address of
Interlaken's principal office is 165 Mason Street, Greenwich, Connecticut
06830, which is also the business address of Mr. Berkley. Mr. Berkley and
Interlaken have executed an agreement regarding this Statement and any
amendments hereto, a copy of which agreement is attached as Exhibit 1 hereto.
Mr. Berkley has been Chairman of the Board and President of
Interlaken since its formation in October 1988. Since 1967, Mr. Berkley has
been Chairman of the Board and President of W.R. Berkley Corporation, an
insurance holding company which he founded. Mr. Berkley also serves as
Chairman of
<PAGE>6
the Board of several companies which he controls or founded. These include
The National Guardian Corporation, a diversified security alarm and service
company, Finevest Foods, Inc., a wholesale distributor of frozen foods and
dairy products and a processor of fluid milk, related dairy products and ice
cream products and Finevest Services, Inc., an investment and consulting firm
which, with its affiliates, has interests in the food and food distribution
industry. The principal offices of W.R. Berkley Corporation are located at
the address previously given for Mr. Berkley above. Mr. Berkley also serves
as a director of Lep Group plc, a United Kingdom company which owns all of the
outstanding capital stock of The National Guardian Corporation.
The following list contains certain information regarding the
executive officers and directors of Interlaken. Neither Mr. Berkley nor
Interlaken, nor any of the persons listed below has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or been a party, during the last five years, to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person has been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or
<PAGE>7
state securities laws or finding any violation of such laws. Each of such
persons is a citizen of the United States.
Name and Business Position Present Principal
or Residence with Occupation and
Address Interlaken Employer
William R. Berkley Chairman of Chairman of the Board
165 Mason Street the Board and and President of W.R.
Greenwich, CT 06830 President Berkley Corporation and other
companies
Robert V. Mendelsohn Vice President Executive Vice
165 Mason Street and Secretary President of W.R.
Greenwich, CT 06830 Berkley Corporation
Andrew M. Bursky Vice President Vice President of
165 Mason Street and Treasurer Finevest Services, Inc.
Greenwich, CT 06830
William L. Mahone Assistant General Counsel to
165 Mason Street Secretary and Finevest Services, Inc.
Greenwich, CT 06830 Assistant
Treasurer
Dale A. Myer Assistant Vice President of
165 Mason Street Treasurer Berkley Dean and
Greenwich, CT 06830 Company, Inc.
Item 3. Source and Amount of Funds or Other Consideration.
All 853,505 Common Shares as to which Mr. Berkley and Interlaken may
be deemed to have beneficial ownership were acquired pursuant to a Stock
Purchase Agreement, dated as of October 24, 1988, as amended December 16,
1988, between Interlaken and NAFCO (the "Stock Purchase Agreement"), a copy of
which is filed as Exhibit 2 to this Statement and which is
<PAGE>8
incorporated herein by reference. Under the terms of the Stock Purchase
Agreement, as amended, Interlaken agreed to purchase and NAFCO agreed to sell
853,505 shares of Adjustable Rate Cumulative Convertible Preferred Stock,
Series A, par value $.01 per share of NAFCO (the "Series A Preferred Stock").
The Series A Preferred Stock is convertible on a share-for-share basis into
the Common Shares of NAFCO, subject to certain anti-dilution provisions.
Pursuant to Amendment No. 1 to the Stock Purchase Agreement, dated as of
December 16, 1988, NAFCO agreed to issue to Interlaken, concurrent with the
issuance of the shares of Series A Preferred Stock, an additional 284,495
shares of Adjustable Rate Cumulative Preferred Stock, Series B, par value $.01
per share (the "Series B Preferred Stock"). With certain exceptions, shares
of the Series B Preferred Stock have the same voting and other rights as
shares of the Series A Preferred Stock, but are not convertible into Common
Shares. Shares of the Series B Preferred Stock, however, will automatically
be converted into an equal number of shares of the Series A Preferred Stock if
the transaction is approved, for the purpose of satisfying the listing
requirements of the New York Stock Exchange, by NAFCO's shareholders at its
1989 annual meeting of shareholders, which is expected to be held in the
latter part of February. In the event that NAFCO's shareholders do not so
approve the transaction (i) both NAFCO and Interlaken will, for a
<PAGE>9
thirty day period, have the right to redeem, or require the redemption of, the
Series B Preferred Stock and (ii) the dividend rate for the Series B Preferred
Stock will be increased retroactively.
A total cash consideration of $15,078,500 was paid for the shares of
Series A Preferred Stock and Series B Preferred Stock (collectively, the
"Preferred Stock"). The funds used to make this purchase were obtained
through borrowings by Interlaken from a bank, in the ordinary course of its
business, which debt has the benefit of the personal guaranty of Mr. Berkley.
A copy of the promissory note so executed by Interlaken, dated as of January
13, 1989, and the guaranty executed by Mr. Berkley, dated as of January 12,
1989 (collectively, the "Loan Agreement"), is attached hereto as Exhibit 3 and
is incorporated herein by reference.
The foregoing description of certain terms of the Stock Purchase
Agreement, as amended, and the Loan Agreement does not purport to be complete
and is qualified in its entirety by the terms of such agreements, as amended,
which are incorporated herein by reference.
Item 4. Purpose of Transaction.
The acquisition of the Preferred Stock was made solely for
investment purposes with the intent of acquiring a
<PAGE>10
significant minority interest in NAFCO. Interlaken, in the ordinary course of
its investment activities, intends to review on a regular basis its investment
in NAFCO, NAFCO's business affairs and financial position and general economic
and industry conditions. Subject to the contractual obligations described
below, Interlaken and Mr. Berkley may from time to time make additional
investments in the securities of NAFCO, either in the open market or in
privately negotiated transactions, or sell all or any part of their investment
in NAFCO as they deem appropriate in light of circumstances existing from time
to time.
Pursuant to the terms of the Stock Purchase Agreement, as amended,
Interlaken has the right (subject to certain exceptions), for a period of time
which will expire no later than January 13, 1994, to purchase additional
equity securities from NAFCO in the event that NAFCO issues Common Shares (or
warrants, options, convertible securities or similar rights to acquire NAFCO
common stock) to a person other than Interlaken ("Future Purchase Rights").
Pursuant to its Future Purchase Rights, Interlaken will be entitled to
purchase from NAFCO, in or concurrently with the transaction with such other
person, a number of securities of the same or an equivalent class which will
enable Interlaken to own, either as a result of such issuance or upon exercise
or conversion of the securities so issued, the same percentage of the Common
Shares as it owned
<PAGE>11
prior to such issuance (assuming full conversion of the Preferred Stock). The
purpose of the Future Purchase Rights is to permit Interlaken to participate
in certain future issuances on the same terms as other purchasers, and to
maintain, but not increase, its percentage ownership of NAFCO's voting stock.
Concurrent with the execution of the Stock Purchase Agreement, Mr.
Berkley and Interlaken (collectively, the "Purchaser") and NAFCO entered into
an Investor Agreement (the "Investor Agreement"). Amendment No. 1 to the
Investor Agreement was executed among NAFCO, Mr. Berkley and Interlaken as of
December 16, 1988 (the "Investor Amendment"). Copies of the Investor
Agreement and the Investor Amendment are filed herewith as Exhibit 4 hereto,
which exhibit is hereby incorporated herein by reference.
Under the terms of the Investor Agreement, as amended, NAFCO will
nominate a representative of the Purchaser for election as a director of each
of NAFCO and Naples Federal Savings and Loan Association, a wholly owned
subsidiary of NAFCO ("Naples Federal"), for a period of five years from the
date of issuance of the Preferred Stock (the "Standstill Period"). The
Investor Agreement, as amended, requires that Mr. Berkley serve as
Interlaken's representative on NAFCO's Board of Directors for the first year
of the Standstill Period.
<PAGE>12
On January 13, 1989, Mr. Berkley, Interlaken and NAFCO entered into
a letter agreement (the "Letter Agreement"), which was amended on January 18,
1988 (the "Letter Amendment"), pursuant to which Mr. Berkley and Interlaken
waived certain rights under the Investor Agreement. A copy of the Letter
Agreement, as amended by the Letter Agreement, is filed herewith as Exhibit 5
hereto, which exhibit is hereby incorporated herein by reference. The Letter
Agreement, as amended, provides that under certain circumstances NAFCO may
expand the size of its board of directors (the "Board") to seven solely for
the purpose of electing initially Mr. Berkley to the Board, providing that,
upon the earlier of (i) February 28, 1990 or (ii) the occurrence of the first
vacancy on the Board to occur under certain circumstances, NAFCO shall reduce
the size of the Board by one. The Letter Amendment provides that Mr. Berkley
shall be elected initially to the Board for a term to expire at the 1991
annual meeting of NAFCO's shareholders.
The Investors Agreement, as amended, also contains certain
limitations on the Purchaser's ownership of NAFCO voting stock. These
limitations include a provision precluding the Purchaser and its affiliates
and associates from offering to acquire or acquiring 25% or more of NAFCO's
outstanding voting stock without the prior approval of NAFCO's Board of
Directors
<PAGE>13
for the duration of the Standstill Period. After the Standstill Period, the
Purchaser will be permitted, subject to applicable regulatory approvals, to
acquire NAFCO voting stock in excess of 25% without the prior approval of
NAFCO's Board of Directors, but only if the offer to acquire or acquisition
applies to all of the outstanding Common Shares, is for cash on the same
financial terms to all common stockholders, is supported by a "fairness
opinion" from a mutually selected, nationally recognized investment banking
firm, and is either a merger or other corporate transaction involving approval
by the holders of a majority of NAFCO's outstanding voting stock (excluding
the Purchaser), or a tender offer requiring acceptance by the holders of at
least a majority of all the Common Shares not owned by the Purchaser.
For the duration of the Standstill Period, any of the Common Shares
acquired by the Purchaser upon conversion of the Series A Preferred Stock may
be sold in both open market and private transactions, but in any case such
sales may be made only to persons who would then own less than 5% of NAFCO's
voting stock, or in a "friendly" tender offer or in a tender offer opposed by
the Board of Directors of NAFCO in which 50% or more of all outstanding Common
Shares (other than shares held by the Purchaser) have been tendered.
<PAGE>14
The Investor Agreement, as amended, also provides that, at all
meetings of shareholders of NAFCO held prior to the end of the Standstill
Period, all shares of NAFCO voting stock beneficially owned by the Purchaser,
its affiliates and associates will be voted in favor of the election of
directors nominated by NAFCO's Board of Directors. On other matters, such
shares will be voted as determined by the Purchaser either (i) in accordance
with the recommendations of the NAFCO Board of Directors or (ii) for or
against or abstain from voting in the same proportion as the shares owned by
all other shareholders (excluding the Purchaser and certain other persons or
groups) are voted. The Investor Agreement also restricts the Purchaser's
right to call a special meeting of shareholders, to propose matters for
consideration at a shareholders' meeting, to engage in a proxy contest, to
propose an acquisition of NAFCO, and to file a change in control application
with the Federal Home Loan Bank Board.
The Investor Agreement will terminate upon, among other things, the
Purchaser's ceasing to be a greater than 5% beneficial owner of NAFCO voting
stock for a period of six months, or approval of termination by NAFCO's Board
of Directors by a two-thirds vote (excluding the Purchaser's representative)
with the consent of the Purchaser. The Investor Agreement provides that the
Standstill Period may be shortened to three
<PAGE>15
years, at Interlaken's option, if the position of chief executive officer of
NAFCO is assumed by someone other than (1) one of NAFCO's current executive
officers or (ii) a person who later becomes an executive officer of NAFCO
without opposition from Interlaken's representative on NAFCO's Board of
Directors.
The foregoing descriptions of the Stock Purchase Agreement, as
amended, the Investor Agreement, as amended, and the Letter Agreement and
Letter Amendment do not purport to be complete, and are qualified in their
entirety by the terms of the Stock Purchase Agreement, as amended, the
Investor Agreement, as amended, and the Letter Agreement and Letter Amendment,
which are incorporated herein by reference.
Except as described above, neither Mr. Berkley nor Interlaken has
any present plans or proposals which would result in or relate to any
transaction described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Berkley and Interlaken may be deemed to have beneficial
ownership of 853,505 Common Shares, or approximately 20.0% of the sum of (i)
the Common Shares outstanding as of December 15, 1988, as reported in NAFCO's
Report on Form 10-K for its fiscal year ended September 30, 1988, and (ii) the
Common Shares into which the shares of Series A Preferred Stock issued
<PAGE>16
to Interlaken pursuant to the Stock Purchase Agreement, as amended, are
convertible (collectively, the "Common Equivalents"). Assuming conversion of
the Series B Preferred Stock into Series A Preferred Stock, Mr. Berkley and
Interlaken would be deemed to have beneficial ownership of 24.9% of the sum of
the (i) Common Equivalents and (ii) shares of Series A Preferred Stock
received upon conversion of the Series B Preferred Stock. Neither Mr. Berkley
nor Interlaken, nor, to the best knowledge of Mr. Berkley and Interlaken, any
of the persons listed in Item 2 above, beneficially owns, or has the right to
acquire, directly or indirectly, the beneficial ownership of any of the Common
Shares of NAFCO except as described above.
(b) Subject to the voting restrictions described above, and except
as otherwise described herein, Interlaken has sole power to direct the vote,
and sole power to direct the disposal of all 853,505 shares of the Series A
Preferred Stock, as well as all 284,495 shares of the Series B Preferred
Stock.
(c) Neither Mr. Berkley nor Interlaken nor, to the best knowledge
of Mr. Berkley or Interlaken, any person listed in Item 2 above, has effected
any transactions with respect to any of the securities of NAFCO during the
past sixty (60) days, except the acquisition by Interlaken of the Preferred
Stock as reported hereby.
<PAGE>17
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except for the Stock Purchase Agreement and the Investor Agreement,
as amended, including all exhibits and documents to be delivered pursuant
thereto, and the Loan Agreement, which are filed as Exhibits 2, 4 and 3,
respectively, to this Statement and are incorporated herein by reference, or
as otherwise noted below, neither Mr. Berkley nor Interlaken, nor, to the best
knowledge of Mr. Berkley and Interlaken, any of the persons listed in Item 2
hereto, has entered into any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of NAFCO.
Mr. Berkley and Interlaken have entered into an agreement with the
Federal Savings and Loan Insurance Corporation ("FSLIC"), executed by Mr.
Berkley and Interlaken on November 4, 1988 and accepted by the FSLIC on
January 6, 1989 (the "Rebuttal Undertaking"), imposing certain limitations and
restrictions on their relationship with and investment in NAFCO. Under the
terms of the Rebuttal Undertaking, Mr. Berkley and Interlaken agreed, among
other things, to limit their representation on the boards of directors of
NAFCO and Naples Federal, to refrain from
<PAGE>18
effecting purchases of certain securities of NAFCO without the prior approval
of the FSLIC and to limit the exercise of certain other shareholder rights
that would otherwise inure to a holder of the voting stock of NAFCO. The
foregoing description of the Rebuttal Undertaking does not purport to be
complete and is qualified in its entirety by the terms of the Rebuttal
Undertaking, which is filed herewith as Exhibit 5 to this Statement and is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement between Interlaken Financial Group Inc.
and William R. Berkley, dated as of January 20, 1989.
Exhibit 2 Stock Purchase Agreement, dated as of October 24, 1988, between
NAFCO Financial Group, Inc. and Interlaken Financial Group
Inc., with related exhibits and including Amendment No. 1
thereto, dated as of December 16, 1988.
Exhibit 3 Loan Agreement executed by Interlaken Financial Group Inc. and
William R. Berkley to finance the acquisition of the Preferred
Stock, dated as of January 13, 1989.
Exhibit 4 Investor Agreement, dated as of October 24, 1988, among NAFCO
Financial Group, Inc., Interlaken Financial Group Inc. and
William R. Berkley, with related exhibit, and including
Amendment No. 1 thereto, dated as of December 16, 1988.
Exhibit 5 Letter Agreement, dated as of January 13, 1989, among NAFCO
Financial Group, Inc., Interlaken Financial Group Inc. and
William R. Berkley, and including the Letter Amendment thereto,
dated as of January 18, 1989.
<PAGE>19
Exhibit 6 Rebuttal Undertaking, dated as of December 20, 1988, among
William R. Berkley, Interlaken Financial Group Inc. and the
Federal Savings and Loan Insurance Corporation (the "FSLIC"),
accepted by the FSLIC on January 6, 1989.
SIGNATURE
After reasonable belief and 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.
Dated: January 19, 1989
/s/ WILLIAM R. BERKLEY
William R. Berkley
INTERLAKEN FINANCIAL GROUP INC.
By:/s/ ROBERT V. MENDELSOHN
Robert V. Mendelsohn
Vice President and Secretary
<PAGE>20
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>21
EXHIBIT INDEX
Page
Exhibit 1 21 Joint Filing Agreement between Interlaken Financial
Group Inc. and William R. Berkley, dated as of
January 19, 1989.
Exhibit 2 22 Stock Purchase Agreement, dated as of October 24,
1988, between NAFCO Financial Group, Inc. and
Interlaken Financial Group Inc., with related
exhibits and including Amendment No. 1 thereto, dated
as of December 16, 1988.
Exhibit 3 137 Loan Agreement executed by Interlaken Financial Group
Inc. and William R. Berkley to finance the
acquisition of the Preferred Stock, dated as of
January 13, 1989.
Exhibit 4 146 Investor Agreement, dated as of October 24, 1988,
among NAFCO Financial Group, Inc., Interlaken
Financial Group Inc. and William R. Berkley, with
related exhibit, and including Amendment No. 1
thereto, dated as of December 16, 1988.
Exhibit 5 162 Letter Agreement, dated as of January 13, 1989, among
NAFCO Financial Group, Inc., Interlaken Financial
Group Inc. and William R. Berkley, and including the
Letter Amendment thereto, dated as of January 18,
1989.
Exhibit 6 166 Rebuttal Undertaking, dated as of December 20, 1988,
among William R. Berkley, Interlaken Financial Group
Inc. and the Federal Savings and Loan Insurance
Corporation (the "FSLIC"), accepted by the FSLIC on
January 6, 1989.
<PAGE>22
Attachment 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
NAFCO Financial Group, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
628724-10-6
(CUSIP Number)
Mr. Robert V. Mendelsohn Mr. William R. Berkley
Interlaken Financial Group Inc. 165 Mason Street
165 Mason Street PO Box 2518
Greenwich, Connecticut 06830 Greenwich, Connecticut 06830
(203) 629-2880 (203) 629-2880
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
February 27, 1989
(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 / /.
<PAGE>23
SCHEDULE 13D
CUSIP No. 628724-10-6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM R. BERKLEY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7. SOLE VOTING POWER
1,138,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,138,000
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>24
SCHEDULE 13D
CUSIP No. 628724-10-6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTERLAKEN FINANCIAL GROUP INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ] b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
1,138,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,138,000
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>25
This Amendment No. 1 amends the Statement on Schedule 13D, dated
January 13, 1989 (the "Statement"), filed by Mr. William R. Berkley ("Mr.
Berkley") and Interlaken Financial Group Inc. ("Interlaken"). Unless
otherwise indicated, all capitalized terms used herein but not defined herein
shall have the same meanings as set forth in the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
The first paragraph of Item 3 of the Statement is hereby amended to
read as follows:
All 1,138,000 Common Shares as to which Mr. Berkley and Interlaken
may be deemed to have beneficial ownership were acquired pursuant to a Stock
Purchase Agreement, dated as of October 24, 1988, as amended December 16,
1988, between Interlaken and NAFCO (the "Stock Purchase Agreement"), a copy of
which is filed as Exhibit 2 to this Statement and which is incorporated herein
by reference. Under the terms of the Stock Purchase Agreement, as amended,
Interlaken agreed to purchase and NAFCO agreed to sell 853,505 shares of
Adjustable Rate Cumulative Convertible Preferred Stock, Series A, par value
$.01 per share of NAFCO (the "Series A Preferred Stock"). The Series A
Preferred Stock is convertible on a share-for-share basis into the Common
Shares of NAFCO, subject to certain anti-dilution provisions. Pursuant to
Amendment No. 1 to the Stock Purchase
<PAGE>26
Agreement, dated as of December 16, 1988 ("Amendment No. 1"), NAFCO agreed to
issue to Interlaken, concurrently with the issuance of the shares of Series A
Preferred Stock, an additional 284,495 shares of Adjustable Rate Cumulative
Preferred Stock, Series B, par value $.01 per share (the "Series B Preferred
Stock"). Pursuant to the terms of Amendment No. 1, all shares of the Series B
Preferred Stock were automatically converted on a share-for-share basis into
shares of Series A Preferred Stock on February 27, 1989, when the transaction
was approved, for the purpose of satisfying the listing requirements of the
New York Stock Exchange, by NAFCO's shareholders at its 1989 annual meeting of
shareholders.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is hereby amended to read as follows:
(a) Mr. Berkley and Interlaken may be deemed to have beneficial
ownership of 1,138,000 Common Shares, or approximately 24.9% of the sum of (i)
the Common Shares outstanding as of December 15, 1988, as reported in NAFCO's
Report on Form 10-K for its fiscal year ended September 30, 1988 and (ii) the
Common Shares into which the shares of Series A Preferred Stock issued to
Interlaken are convertible. Neither Mr. Berkley nor Interlaken, nor, to the
best knowledge of Mr. Berkley and
<PAGE>27
Interlaken, any of the persons listed in Item 2 above, beneficially owns, or
has the right to acquire, directly or indirectly, the beneficial ownership of
any of the Common Shares of NAFCO except as described above.
(b) Subject to the voting restrictions described above, and except
as otherwise described herein, Interlaken has sole power to direct the vote,
and sole power to direct the disposal, of all 1,138,000 shares of the Series A
Preferred Stock.
(c) Neither Mr. Berkley nor Interlaken nor, to the best knowledge
of Mr. Berkley or Interlaken, any person listed in Item 2 above, has effected
any transactions with respect to any of the securities of NAFCO during the
past sixty (60) days, except the acquisition by Interlaken of the Preferred
Stock as reported hereby.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>28
SIGNATURE
After reasonable belief and 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.
Dated: March, 1989
WILLIAM R. BERKLEY
/s/ William R. Berkley
WILLIAM R. BERKLEY
INTERLAKEN FINANCIAL GROUP INC.
By:/s/ Robert V. Mendelsohn
Robert V. Mendelsohn
Vice President and Secretary
<PAGE>29
Attachment 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
BancFlorida Financial Corporation
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
628724-10-6
(CUSIP Number)
Mr. William R. Berkley
165 Mason Street
PO Box 2518
Greenwich, Connecticut 06830
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
December 31, 1990
(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 this statement / /.
<PAGE>30
SCHEDULE 13D
CUSIP No. 628724-10-6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM R. BERKLEY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7. SOLE VOTING POWER
1,138,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 1,138,000
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,138,000
WITH
10. SHARED DISPOSITIVE POWER
1,138,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>31
SCHEDULE 13D
CUSIP No. 628724-10-6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTERLAKEN FINANCIAL GROUP INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14. TYPE OF REPORTING PERSON*
CO
<PAGE>32
This Amendment No. 2 amends the Statement on Schedule 13D, dated
January 19, 1989, as amended by Amendment No. 1 thereto (together the
"Statement"), filed by Mr. William R. Berkley ("Mr. Berkley") and Interlaken
Financial Group Inc. ("Interlaken"). Unless otherwise indicated, all
capitalized terms used herein but not defined herein shall have the same
meanings as set forth in the Statement.
Item 1. Security and Issuer.
Item 1 of the Statement is amended by adding to the end thereof the
following new paragraph:
"Since the date of Amendment No. 1 to this Statement, the name
of the issuer has been changed from "NAFCO Financial Group, Inc."
to "BancFlorida Financial Corporation."
Item 2. Identity and Background.
Item 2 of the Statement is amended by deleting the last paragraph
thereof and the list that follows such paragraph and by inserting in lieu of
such paragraph and list the following new paragraphs:
"Mr. Berkley has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or been a party, during the last five years,
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he has been subject to
a judgment, decree or final order
<PAGE>33
enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation of
such laws. Mr. Berkley is a citizen of the United States.
On December 31, 1990, Interlaken, by consent of Mr. Berkley as
its sole stockholder, adopted a Plan of Liquidation and Dissolution
(the "Plan of Liquidation"), pursuant to which, on such date, all
of the right, title and interest of Interlaken in and to all of its
assets were assigned and transferred to Mr. Berkley, in final
liquidation of Interlaken and in cancellation of its outstanding
capital stock. As a consequence of such transaction, Mr. Berkley
became the direct owner of all of the Common Shares theretofore
owned by Interlaken and of the rights of Interlaken under the Stock
Purchase Agreement, as amended. Pursuant to the Plan of
Liquidation, Mr. Berkley also assumed, as of December 31, 1990, all
of the obligations and liabilities of Interlaken (other than
obligations and liabilities theretofore assumed by Mr. Berkley),
including the obligations of Interlaken under the Stock Purchase
Agreement, as amended.
Pursuant to the Plan of Liquidation, Interlaken ceased the
conduct of business as of December 31, 1990 and will dissolve."
<PAGE>34
As a result of the transactions described in the two preceding
paragraphs, all references in this Statement to Interlaken, or to Interlaken
and Mr. Berkley together, insofar as they pertain to matters occurring or
arising after December 31, 1990, or to ownership of or rights with respect to
securities of NAFCO after such date, shall be deemed references to Mr. Berkley
only.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is amended by adding thereto, immediately
before the last paragraph thereof, the following new paragraph:
"Mr. Berkley and Interlaken have entered into an Assignment
and Assumption Agreement, dated as of December 28, 1990, pursuant
to which Mr. Berkley has assumed and agreed to pay when due all
principal of and interest on the promissory note described in the
preceding paragraph and to discharge all other obligations that
Interlaken may have in respect of such note. Mr. Berkley has also
agreed, in such Agreement, to indemnify Interlaken and hold it
harmless from and against any further liability under such note.
Mr. Berkley will deliver to the bank which holds such note, in lieu
of such note and the guaranty of Mr. Berkley referred to in the
preceding paragraph, a new promissory note of Mr. Berkley, having
the same terms as such note of Interlaken."
<PAGE>35
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is amended in its entirety to read as
follows:
"(a) Mr. Berkley may be deemed to have beneficial ownership
of 1,138,000 Common Shares, or approximately 24.4% of the sum of
(i) the Common Shares outstanding as of December 27, 1990
(3,533,765) as reported in NAFCO's Report on Form 10-K for its
fiscal year ended September 30, 1990 and (ii) the Common Shares
into which the shares of Series A Preferred Stock owned by Mr.
Berkley are convertible.
The Certificate of Designation, Preferences and Other Rights
pursuant to which the Series A Preferred Stock was issued (the
"Certificate of Designation") provides that, if at the time of any
conversion of shares of Series A Preferred Stock into Common
Shares, dividends on the Series A Preferred Stock are in arrears,
in whole or in part, with respect to at least two quarterly
dividends, the number of Common Shares otherwise issuable upon such
conversion shall be increased to include additional shares in an
amount obtained by dividing, for each share of Series A Preferred
Stock being converted, the total amount of dividends then in
arrears by the current market price (determined in accordance with
the provisions of the Certificate of Designation and as of the date
of
<PAGE>36
notice of conversion) of the Common Shares. NAFCO has failed to
pay dividends on the Series A Preferred Stock for four (4)
quarterly periods, with the total amount of dividends per share in
arrears being $1,375,651. As a result, Mr. Berkley would, pursuant
to this provision of the Certificate of Designation, have the
right, as of January 10, 1991 (the most recent date on which
dividends were payable), to acquire an aggregate of 379,490
additional Common Shares if he were to convert all of the shares of
Series A Preferred Stock as of such date. However, under the
Investor Agreement, as amended, Mr. Berkley has agreed that he will
not, during the Standstill Period, acquire Common Shares
representing 25% or more of the outstanding voting stock of NAFCO
without the prior approval of NAFCO's Board of Directors, and under
the Rebuttal Undertaking Mr. Berkley has agreed with the FSLIC that
he will not acquire voting stock of NAFCO in excess of 25% of the
outstanding shares thereof without obtaining necessary regulatory
approvals or clearances. Further, if NAFCO were to pay the
dividends not previously paid, such that dividends were in arrears
for not more than one quarterly period, prior to the time at which
conversion of the Series A Preferred Stock were to be effected, Mr.
Berkley would have no right to acquire additional Common Shares
<PAGE>37
pursuant to the provision of the Certificate of Designation
described in this paragraph. Accordingly, the percentages set
forth in this Statement with respect to Berkley's ownership of
Common Shares do not include any Common Shares that might be
issuable under such provision.
Mr. Berkley does not beneficially own, or have the right to
acquire, directly or indirectly, the beneficial ownership of any
Common Shares except as described above.
(b) Subject to the voting restrictions described above, and
except as otherwise described herein, Mr. Berkley has sole power to
direct the vote, and sole power to direct the disposal, of all
1,138,000 shares of the Series A Preferred Stock.
(c) Mr. Berkley has not effected any transactions with
respect to any of the securities of NAFCO during the past sixty
(60) days.
(d) Not Applicable.
(e) Not Applicable."
Item 6. Contracts, Arrangements, Understandings or Relation -
ships with Respect to Securities of the Issuer.
The first paragraph of Item 6 is amended to read as follows:
"Except for (i) the Stock Purchase Agreement and the Investor
Agreement, as amended, including all
<PAGE>38
exhibits and documents delivered or to be delivered pursuant
thereto, (ii) the Loan Agreement and the Assignment and Assumption
Agreement entered into with respect to the loan made under the Loan
Agreement and (iii) the Asset Transfer Agreement and Assignment and
Assumption Agreement entered into pursuant to the Plan of
Liquidation, which are filed as Exhibits 2, 4, 3, 7 and 8,
respectively, to this Statement and are incorporated herein by
reference, or as otherwise noted below, Mr. Berkley has not entered
into any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities
of NAFCO."
<PAGE>39
Item 7. Material to be Filed as Exhibits.
Item 7 of the Statement is amended by adding to the end thereof the
following items:
Exhibit 7 Assignment and Assumption Agreement dated December 28, 1990 between
Interlaken Financial Group Inc. and William R. Berkley.
Exhibit 8 Plan of Liquidation and Dissolution of Interlaken Financial Group
Inc., together with related Asset Transfer Agreement and Assignment
and Assumption Agreement, each dated December 31, 1990.
<PAGE>40
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.
Dated: January 31, 1991 /s/ William R. Berkley
WILLIAM R. BERKLEY
<PAGE>41
EXHIBIT INDEX
Page in
Exhibit No. Description Numbered Copy
Exhibit 1 Joint Filing Agreement between
Interlaken Financial Group Inc.
and William R. Berkley, dated as
of January 20, 1989. *
Exhibit 2 Stock Purchase Agreement, dated as
of October 24, 1988, between NAFCO
Financial Group, Inc. and Interlaken
Financial Group Inc., with related
exhibits and including Amendment No. 1
thereto, dated as of December 16, 1988. *
Exhibit 3 Loan Agreement executed by Interlaken
Financial Group Inc. and William
R. Berkley to finance the acquisition
of the Preferred Stock, dated as of
January 13, 1989. *
Exhibit 4 Investor Agreement, dated as of
October 24, 1988, among NAFCO
Financial Group, Inc., Interlaken
Financial Group Inc. and William
R. Berkley, with related exhibit,
and including Amendment No. 1
thereto, dated as of December 16, 1988. *
Exhibit 5 Letter Agreement, dated as of
January 13, 1989, among NAFCO
Financial Group, Inc., Interlaken
Financial Group Inc. and William
R. Berkley, and including the
Letter Amendment thereto, dated as
of January 18, 1989. *
Exhibit 6 Rebuttal Undertaking, dated as of
December 20, 1988, among William
R. Berkley, Interlaken Financial
Group Inc. and the Federal Savings
and Loan Insurance Corporation
(the "FSLIC"), accepted by the
FSLIC on January 6, 1989. *
* Previously filed with the Statement on Schedule 13D
<PAGE>42
EXHIBIT INDEX
Page in
Exhibit No. Description Numbered Copy
Exhibit 7 Assignment and Assumption Agreement
dated December 28, 1990
between Interlaken Financial Group
Inc. and William R. Berkley. 15
Exhibit 8 Plan of Liquidation and Dissolution
of Interlaken Financial Group Inc.,
together with related Asset Transfer
Agreement and Assignment and
Assumption Agreement, each dated
December 31, 1990. 17
<PAGE>43
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
BancFlorida Financial Corporation
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
628724-10-6
(CUSIP Number)
Mr. William R. Berkley
165 Mason Street
Greenwich, Connecticut 06830
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
January 17, 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 this statement / /.
<PAGE>44
SCHEDULE 13D
CUSIP No. 628724-10-6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WILLIAM R. BERKLEY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7. SOLE VOTING POWER
1,138,000
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,138,000
WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>45
This Amendment No. 3 amends and, together with the attachments
hereto, restates the Statement on Schedule 13D, dated January 19, 1989, filed
by Mr. William R. Berkley ("Mr. Berkley") and Interlaken Financial Group Inc.
("Interlaken"), as amended by Amendment No. 1 thereto dated March 1989 filed
by Mr. Berkley and Interlaken and by Amendment No. 2 thereto dated January 31,
1991 filed by Mr. Berkley. Copies of such Statement and of Amendment No. 1
and Amendment No. 2 thereto are attached to this Amendment No. 3 as
Attachments 1, 2 and 3, respectively. Such Statement, as so amended by
Amendment No. 1 and Amendment No. 2, is referred to herein as the "Statement."
Unless otherwise indicated, all capitalized terms used herein but not defined
herein shall have the same meanings as set forth in the Statement. As used
herein, the term "BancFlorida" means BancFlorida Financial Corporation
(formerly NAFCO Financial Group, Inc.)
Item 2. Identity and Background.
Item 2 of the Statement is amended by deleting the second paragraph
thereof and inserting in lieu of such paragraph the following new paragraph:
"Mr. Berkley has been Chairman of the Board of W.R. Berkley
Corporation, an insurance holding company which he founded, since
1967. Mr. Berkley also serves as Chairman of the Board of several
companies which he controls or founded, including Interlaken
Capital, Inc., an investment and consulting firm which, with
<PAGE>46
its affiliates, has interests in businesses in several industries.
The principal offices of W.R. Berkley Corporation are located at
the address stated above for Mr. Berkley."
Item 4. Purpose of Transaction.
Item 4 of the Statement is supplemented as follows:
The Standstill Period expired on January 13, 1994. Reference is
made to Item 6 herein for information as to an additional agreement, relating
to the Common Shares, to which Mr. Berkley is a party. Under such agreement,
Mr. Berkley has agreed to vote his shares of Series A Preferred Stock (and any
Common Shares into which shares of Series A Preferred Stock have been
converted) in favor of the merger described in such agreement. As set forth
in such agreement, Mr. Berkley has requested that BancFlorida effect, and
BancFlorida has agreed to take the necessary steps to effect, the registration
under the Securities Act of 1933 of the Common Shares into which the Series A
Preferred Stock may be converted. Upon such registration,
Mr. Berkley may sell some or all of such Common Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Statement is amended in its entirety to read as
follows:
"(a) Mr. Berkley may be deemed to have beneficial ownership
of 1,138,000 Common Shares, or approximately 24% of the sum of (i)
the Common Shares outstanding as of December 23, 1993 (3,595,370)
as
<PAGE>47
reported in BancFlorida's Report on Form 10-K for its fiscal year
ended September 30, 1993 and (ii) the Common Shares into which the
shares of Series A Preferred Stock owned by Mr. Berkley are
convertible.
The Certificate of Designation, Preferences and Other Rights
pursuant to which the Series A Preferred Stock was issued (the
"Certificate of Designation") provides that, if at the time of any
conversion of shares of Series A Preferred Stock into Common
Shares, dividends on the Series A Preferred Stock are in arrears,
in whole or in part, with respect to at least two quarterly
dividends, the number of Common Shares otherwise issuable upon such
conversion shall be increased to include additional shares in an
amount obtained by dividing, for each share of Series A Preferred
Stock being converted, the total amount of dividends then in
arrears by the current market price (determined in accordance with
the provisions of the Certificate of Designation and as of the date
of notice of conversion) of the Common Shares. BancFlorida has
paid dividends on the Series A Preferred Stock for all prior
quarterly periods.
Mr. Berkley does not beneficially own, or have the right to
acquire, directly or indirectly, the beneficial ownership of any
Common Shares except as described above.
<PAGE>48
(b) Subject to the voting restrictions described above, and
except as otherwise described herein, Mr. Berkley has sole power to
direct the vote, and sole power to direct the disposal, of all
1,138,000 shares of the Series A Preferred Stock.
(c) Except as described in Item 6 herein, Mr. Berkley has not
effected any transactions with respect to any of the securities of
BancFlorida during the past sixty (60) days.
(d) Not Applicable.
(e) Not Applicable."
Item 6. Contracts, Arrangements, Understandings or Relation -
ships with Respect to Securities of the Issuer.
The first paragraph of Item 6 is amended to read as follows:
"Except for (i) the Stock Purchase Agreement and the Investor
Agreement, as amended, including all exhibits and documents
delivered or to be delivered pursuant thereto, (ii) the Loan
Agreement and the Assignment and Assumption Agreement entered into
with respect to the loan made under the Loan Agreement, (iii) the
Asset Transfer Agreement and Assignment and Assumption Agreement
entered into pursuant to the Plan of Liquidation and (iv) the First
Union Agreement hereinafter referred to, which are filed as
Exhibits 2, 4, 3, 7, 8 and 9, respectively, to this Statement
<PAGE>49
and are incorporated herein by reference, or as otherwise noted
below, Mr. Berkley has not entered into any contracts,
arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of BancFlorida."
Item 6 is supplemented as follows:
BancFlorida, BancFlorida, a Federal Savings Bank, First Union
Corporation ("First Union"), First Union Corporation of Florida and First
Union National Bank of Florida have entered into an Agreement and Plan of
Mergers (the "Merger Agreement") providing for the merger of BancFlorida with
and into First Union Corporation of Florida and the merger of BancFlorida, a
Federal Savings Bank, with and into First Union National Bank of Florida. In
connection with the Merger Agreement, Mr. Berkley, BancFlorida and First Union
entered into an Agreement, dated as of January 17, 1994 (the "First Union
Agreement"), pursuant to which Mr. Berkley has agreed:
(i) to vote all shares of Series A Preferred
Stock (and any Common Shares into which shares of
Series A Preferred Stock have been converted) in
favor of the Plan of Mergers evidenced by the
Merger Agreement (the "Plan") and the transactions
provided for thereby at the meeting of
<PAGE>50
stockholders of BancFlorida called for that
purpose;
(ii) to accept the consideration provided for
in the Plan in exchange for the Series A Preferred
Stock (which consideration will consist of shares
of common stock of First Union determined as
provided in the Plan); and
(iii) that except as set forth below in
paragraph (y) below, he will not sell or transfer
any shares of Series A Preferred Stock to any other
party unless such party enters into an agreement,
satisfactory to First Union, to abide by all the
terms of the First Union Agreement, except that the
First Union Agreement provides that the provisions
of such Agreement shall not prevent Mr. Berkley
from selling any Common Shares into which shares of
Series A Preferred Stock have been Converted
("Converted Common Shares"), except that Mr.
Berkley agrees that he will not sell or transfer
any Converted Common Shares
<PAGE>51
to any person or entity who or which has made
a proposal to engage in an Acquisition
Transaction (as defined in the Stock Option
Agreement referred to in the Merger Agreement)
or to any person or entity acting in concert
with or on behalf of such first person or
entity.
In the First Union Agreement, BancFlorida has agreed as follows:
(x) during the term of the First Union
Agreement, it will not exercise any redemption
rights it may have with respect to the Series A
Preferred Stock;
(y) it acknowledges and confirms Mr. Berkley's
demand under the Registration Agreement dated
January 13, 1989 between BancFlorida and Mr.
Berkley to register the Converted Common Shares and
agrees to commence all necessary steps to register
the same notwithstanding any contrary provisions
which may be contained in such Registration
Agreement, provided
<PAGE>52
that, notwithstanding the foregoing, Mr.
Berkley shall have no affirmative obligation
to convert shares of Series A Preferred Stock
into Converted Common Shares; and
(z) during the period that the First Union
Agreement is in effect, BancFlorida will use its
best efforts to maintain the required regulatory
approvals to pay dividends on the Series A
Preferred Stock in accordance with the applicable
provisions of BancFlorida's Certificate of
Incorporation. First Union agrees, in the First
Union Agreement, to cooperate with BancFlorida in
connection with such efforts. If BancFlorida is
not able to maintain such approval and as a result
is not able to pay Mr. Berkley any of such
dividends on the Series A Preferred Stock, First
Union agrees to pay such omitted dividends plus
interest from the date of arrearage at an effective
federal funds rate to Mr. Berkley on
<PAGE>53
the effective date of the acquisition of
BancFlorida by First Union pursuant to the
Plan, in cash, or at the option of First
Union, in shares of First Union common stock
with a value (on such effective date) equal to
the amount of such omitted dividends.
The First Union Agreement provides that it shall terminate and be
of no further force and effect if the Plan is terminated in accordance with
its terms or if the Board of Directors of BancFlorida withdraws its
endorsement of the transactions contemplated by the Plan.
The foregoing description of certain terms of the First Union
Agreement does not purport to be complete and is qualified in its entirety by
the terms of such Agreement. A copy of such Agreement is filed as Exhibit 9
to the Statement and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Statement is amended by adding to the end thereof the
following item:
Exhibit 9 Agreement, dated as of January 17, 1994, between William R.
Berkley, BancFlorida Financial Corporation and First Union
Corporation.
<PAGE>54
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.
Dated: January 25, 1994 /s/ William R. Berkley
WILLIAM R. BERKLEY
<PAGE>55
EXHIBIT INDEX
Exhibit No. Description
Exhibit 1 Joint Filing Agreement between
Interlaken Financial Group Inc.
and William R. Berkley, dated as
of January 20, 1989.*
Exhibit 2 Stock Purchase Agreement, dated as
of October 24, 1988, between NAFCO
Financial Group, Inc. and Interlaken
Financial Group Inc., with related
exhibits and including Amendment No. 1
thereto, dated as of December 16, 1988.*
Exhibit 3 Loan Agreement executed by Interlaken
Financial Group Inc. and William
R. Berkley to finance the acquisition
of the Preferred Stock, dated as of
January 13, 1989.*
Exhibit 4 Investor Agreement, dated as of
October 24, 1988, among NAFCO
Financial Group, Inc., Interlaken
Financial Group Inc. and William
R. Berkley, with related exhibit,
and including Amendment No. 1
thereto, dated as of December 16, 1988.*
Exhibit 5 Letter Agreement, dated as of
January 13, 1989, among NAFCO
Financial Group, Inc., Interlaken
Financial Group Inc. and William
R. Berkley, and including the
Letter Amendment thereto, dated as
of January 18, 1989.*
Exhibit 6 Rebuttal Undertaking, dated as of
December 20, 1988, among William
R. Berkley, Interlaken Financial
Group Inc. and the Federal Savings
and Loan Insurance Corporation
(the "FSLIC"), accepted by the
FSLIC on January 6, 1989.*
* Previously filed with the Statement on Schedule 13D
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EXHIBIT INDEX
Exhibit No. Description
Exhibit 7 Assignment and Assumption Agreement
dated December 28, 1990
between Interlaken Financial Group
Inc. and William R. Berkley.*
Exhibit 8 Plan of Liquidation and Dissolution
of Interlaken Financial Group Inc.,
together with related Asset Transfer
Agreement and Assignment and
Assumption Agreement, each dated
December 31, 1990.*
Exhibit 9 Agreement, dated as of January 17, 1994,
between William R. Berkley, BancFlorida
Financial Corporation and First Union
Corporation.
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Exhibit 9
AGREEMENT, dated as of January 17, 1994, by and between William R.
Berkley (the "Holder"), BancFlorida Financial Corporation ("BancFlorida") and
First Union Corporation ("First Union").
WHEREAS, the Holder is the owner of 1,138,000 shares of Cumulative
Convertible Preferred Stock of BancFlorida (the "Preferred Shares"),
representing all the issued and outstanding shares of such preferred stock;
WHEREAS, First Union and BancFlorida are prepared to enter into an
Agreement and Plan of Mergers (the "Plan") dated as of the date hereof;
WHEREAS, in order to induce First Union to enter into the Plan, the
Holder and BancFlorida have agreed to enter into this Agreement;
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the parties hereto agree as follows:
1. The Holder shall vote all the Preferred Shares (and any common
shares of BancFlorida into which Preferred Shares have been converted
("Converted Common Shares")) in favor of the Plan and the transactions
contemplated thereby at the meeting of stockholders of BancFlorida called for
that purpose.
2. The Holder agrees that it will accept the consideration provided for
in the Plan in exchange for the Preferred Shares as provided in Section 2.01
of the Plan.
3. The Holder agrees that the Plan and Stock Option Agreement dated as
of the date hereof between First Union and BancFlorida will not result in any
change in the conversion price for the Preferred Shares. BancFlorida and
First Union agree that no amendment will be made to the Plan or the Stock
Option Agreement referred to below which would result in any change to the
conversion price for the Preferred Shares.
4. Except as set forth below in paragraph 7 of this Agreement, the
Holder agrees that it will not sell or transfer any Preferred Shares to any
other party unless such party enters into an agreement, satisfactory to First
Union, to abide by all the terms of this Agreement as if such party were the
Holder.
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Nothing provided herein shall prevent the Holder from selling any Converted
Common Shares, except that Holder agrees that Holder will not sell or transfer
any Converted Common Shares to any person or entity who or which has made a
proposal to engage in an Acquisition Transaction (as defined in the Stock
Option Agreement referred to above) or to any person or entity acting in
concert with or on behalf of such first person or entity.
5. During the period that this Agreement is in effect, BancFlorida
agrees that it will not exercise any redemption rights it may have with
respect to the Preferred Shares.
6. The parties hereto agree that this Agreement shall terminate and be
of no further force and effect if the Plan is terminated in accordance with
its terms or if the Board of Directors of BancFlorida withdraws its
endorsement of the transactions contemplated by the Plan.
7. BancFlorida hereby (i) acknowledges and confirms the Holder's demand
under the Registration Agreement dated January 13, 1989 between BancFlorida
and the Holder, to register the Converted Common Shares, and (ii) agrees to
commence all necessary steps to register the same notwithstanding any contrary
provisions which may be contained in such Registration Agreement.
Notwithstanding the foregoing, it is understood and agreed that Holder has no
affirmative obligation to convert the Preferred Shares into Converted Common
Shares.
8. During the period that this Agreement is in effect, BancFlorida
agrees to use its best efforts to maintain the required regulatory approvals
to pay dividends on the Preferred Shares in accordance with the applicable
provisions of BancFlorida's Certificate of Incorporation and First Union
agrees to cooperate with BancFlorida in connection with such efforts. If
BancFlorida is not able to maintain such approval and as a result is not able
to pay Holder any of such dividends on the Preferred Shares, First Union
agrees to pay such omitted dividends plus interest from the date of arrearage
at the Effective Federal Funds Rate to Holder on the effective date of the
acquisition of BancFlorida by First Union pursuant to the Plan, in cash, or at
the option of First Union, in shares of First Union common stock with a value
(on such effective date) equal to the amount of such omitted dividends.
9. The Holder represents and warrants:
(i) the Holder has good title to the Preferred Shares and owns the
Preferred Shares free and clear of any rights, claims,
<PAGE>3
encumbrances, liens, interests or restrictions of any nature whatsoever,
including, without limitation, any restrictions on the voting of the Preferred
Shares or any rights of others to vote, or to participate (including by
consultation) in the voting of, the Preferred Shares; and
(ii) this Agreement has been duly authorized by all necessary action on
the parties of the Holder and is a valid and legally binding agreement
enforceable against the Holder in accordance with its terms, subject to
bankruptcy, insolvency and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and
(iii) the execution, delivery and performance of this Agreement, and the
consummation of the transactions contemplated hereby by the Holder, does not
and will not constitute a breach or violation of, or a default under, any law,
rule or regulation or any judgment, decree, order, governmental permit or
license, or agreement, indenture or instrument of the Holder or to which the
Holder is subject or bound, or require any consent or approval under such law,
rule, regulation, judgment, decree, order, governmental permit or license or
the consent or approval of any other party to any such agreement, indenture or
instrument.
10. BancFlorida represents and warrants that its representations and
warranties in the Plan apply equally to this Agreement.
11. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to constitute an original. This Agreement shall become
effective when one counterpart has been signed by each party hereto.
<PAGE>4
IN WITNESS WHEREOF, the parties have caused this instrument to be
executed as of the day and year first above written.
FIRST UNION CORPORATION
By /s/ Kenneth R. Stancliff
Name Kenneth R. Stancliff
Title SVP
BANCFLORIDA FINANCIAL CORPORATION
By /s/ Rudolf P. Guenzel
Name Rudolf P. Guenzel
Title President & CEO
/s/ William R. Berkley
William R. Berkley
