SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
GENERAL ACCEPTANCE CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
368749107
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(CUSIP Number)
John J. Sabl
11825 N. Pennsylvania Street
Carmel, Indiana 46032
(317) 817-6029
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(Name, Address, Telephone Number of Persons Authorized to Receive
Notices and Communications)
November 14, 1997
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(Date of Event which requires filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition which is the subject of this Statement and is filing this
Statement because of Rule 13d-1(b)(3) or (4), check the following box.
[ ]
This filing contains 9 pages.
The Exhibit Index appears on page n/a.
<PAGE>
CUSIP No......................................................368749107
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON..............Capitol American Life Insurance Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON..................34-1083130
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ X ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS ............................................... WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Arizona
- --------------------------------------------------------------------------------
Number of 7. SOLE VOTING POWER 3,333,333
Shares __________________________________________________
Beneficially 8. SHARED VOTING POWER 0
Owned By __________________________________________________________________
Each 9. SOLE DISPOSITIVE POWER 3,333,333
Reporting __________________________________________________________________
Person With 10. SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,333,333
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IC
2
<PAGE>
CUSIP No. 368749107
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON. . . . . . . . . . . . . . . . Conseco, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. . . . . 35-1468632
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ X ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS NA
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Indiana
- --------------------------------------------------------------------------------
Number of 7. SOLE VOTING POWER 0
Shares
- --------------------------------------------------------------------------------
Beneficially 8. SHARED VOTING POWER 3,333,333
Owned By
- --------------------------------------------------------------------------------
Each 9. SOLE DISPOSITIVE POWER 0
Reporting
- --------------------------------------------------------------------------------
Person With 10. SHARED DISPOSITIVE POWER 3,333,333
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,333,333
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON HC
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<PAGE>
CUSIP No. ............................................368749107
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON..................................CIHC, Incorporated
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 51-0356511
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ X ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS N/A
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Number of 7. SOLE VOTING POWER 0
Shares __________________________________________________________________
Beneficially 8. SHARED VOTING POWER 3,333,333
Owned By __________________________________________________________________
Each 9. SOLE DISPOSITIVE POWER 0
Reporting __________________________________________________________________
Person With 10. SHARED DISPOSITIVE POWER 3,333,333
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,333,333
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.6%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON HC
4
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D is being filed by Capitol American
Life Insurance Company ("Capitol American"), Conseco, Inc. ("Conseco") and CIHC,
Incorporated, ("CIHC") relating to the Common Stock, no par value (the "Common
Stock"), of General Acceptance Corporation, an Indiana corporation (the
"Company"). Capitol American is a wholly-owned subsidiary of CIHC. CIHC is a
wholly- owned subsidiary of Conseco.
The Company's principle executive offices are located at 1025 Acuff
Road, Bloomington, Indiana 47404.
Item 2. Identity and Background.
Except as indicated below , the information previously filed pursuant
to Item 2 of this Schedule 13D, as amended, is unchanged: John J. Sabl, whose
business address is 11825 N. Pennsylvania Street, Carmel, Indiana 46032, is
Executive Vice President and General Counsel of Capitol American and a director
of Capitol American. Mr. Sabl is also Executive Vice President, General Counsel
and Secretary of Conseco. Mr. Sabl is also a director of CIHC and an executive
officer and director of certain other subsidiaries of Conseco.
Item 3. Source and Amount of Funds or Other Consideration.
The information previously filed pursuant to Item 3 of this Schedule
13D, as amended, is unchanged.
Item 4. Purpose of Transaction.
As previously reported in Item 4 to this Schedule 13D, as amended, the
purpose of Capitol American, Conseco and CIHC in having Capitol American and
Conseco make their respective investments in the Company was for investment
purposes. Capitol American and Conseco continue to monitor their respective
investments in the Company with a view to assisting the Company in such manner
as Capitol American and Conseco deem appropriate in order to preserve and
increase the value of such investments.
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<PAGE>
Accordingly, in response to a proposal by Conseco and after detailed
consideration by a Special Committee of the Board of Directors of the Company
convened for that purpose and by the Board of Directors of the Company, on
November 4, 1997:
(a) Malvin L. Algood resigned as the Chairman of the Board of
Directors and Chief Executive Officer of the Company and Russell Algood, the
President and Chief Operating Officer of the Company, resigned from his position
as the Chief Operating Officer of the Company. Mr. Malvin L. Algood will remain
an employee of the Company and Mr. Russell Algood will continue as the President
of the Company.
(b) The Board of Directors of the Company elected James J. Larkin, a
Director of the Company and an officer and employee of Conseco Services, LLC,
a subsidiary of Conseco, as the Chairman of the Board of Directors and Chief
Executive Officer of the Company and James Terrell, an employee of Conseco
Services, LLC, as the Chief Operating Officer of the Company. Messrs. Larkin
and Terrell will both retain their positions with Conseco Services LLC, but
will be required to spend 75% and 100% of their time, respectively on the
Company's business operations.
(c) In connection with the services to be rendered to the Company by
Messrs. Larkin and Terrell, the Board of Directors of the Company authorized the
Company to enter into an agreement or agreements with Conseco Services, LLC
pursuant to which the Company would reimburse Conseco Services, LLC for a
portion of the compensation and employee benefits of Messrs. Larkin and Terrell
not to exceed an amount equal to $27,000 per month plus out-of-pocket expenses.
(d) The Board of Directors of the Company authorized the
establishment of a Management Committee of the Company, consisting of the Chief
Executive Officer, as Chairman, the President, the Chief Operating Officer and
the Chief Financial Officer, to determine, by majority vote of the members of
such committee, all significant management decisions with respect to the
operation of the Company's business.
It is contemplated that appropriate amendments to the bylaws of the
Company, (the "Bylaw Amendments") will be adopted to effect the foregoing.
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<PAGE>
It is also contemplated that in connection with the foregoing, the
Stockholders' Agreement among the Company, Conseco, Capitol American and certain
individual stockholders of the Company (the "Algood Stockholders") referred to
in Item 6 of this Schedule 13D will be further amended (the "November 1997
Stockholders' Agreement Amendment"), among other things:
(a) To confirm that, effective September 16, 1997, the Board of
Directors of the Company would consist of eight members, three of which would be
designated by Conseco and three of which would be individuals unaffiliated with
Conseco or the Algood Stockholders and approved by a majority of the directors
designated by Conseco and a majority of the directors designated by the Algood
Stockholders.
(b) To modify the restrictions on the transfer of Common Stock of the
Company by the Algood Stockholders prior to April 11, 1998, to provide, with
certain exceptions, to require the Algood Stockholders in the aggregate to
continue to own at least 51% of the Common Stock of the Company until April 11,
2000.
In addition, in connection with the foregoing and consistent with the
Company's intention to discontinue its operation of the used car lots operated
by the Company, the Board of Directors of the Company, acting on the
recommendation of the Special Committee referred to above, authorized the sale
of certain used car lots owned by the Company to an entity controlled by Mr.
Russell Algood.
Item 5. Interest in Securities of the Issuer.
The information previously filed pursuant to Item 5 of this Schedule 13D, as
amended, is unchanged.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The information previously filed pursuant to Item 6 of this Schedule 13D, as
amended, is unchanged except that it is contemplated the Bylaw Amendments
referred to in Item 4 above will be effected and that the November 1997
Stockholders' Agreement Amendment referred to Item 4 above will be entered into.
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<PAGE>
Item 7. Material to Be Filed as Exhibits.
The information previously filed pursuant to Item 7 of this Schedule 13D, as
amended, is unchanged.
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<PAGE>
SIGNATURES
After reasonable Inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: November 14, 1997
Capitol American Life Insurance Company
By: /s/ DONALD F. GONGAWARE
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Name: Donald F. Gongaware
Title: President
Conseco, Inc.
By: /s/ DONALD F. GONGAWARE
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Name: Donald F. Gongaware
Title: Executive Vice President
CIHC, Inc.
By: /s/ WILLIAM T. DEVANNEY, JR.
-------------------------------
Name: William T. Devanney, Jr.
Title: Vice President
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