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Page 1 of 19 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
ACCEPTANCE INSURANCE COMPANIES INC.
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(Name of Issuer)
Common Stock, par value $0.40 per share
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(Title of Class of Securities)
004308-10-2
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(CUSIP Number)
Sanford B. Ferguson, Esq., Kirkpatrick & Lockhart,
1500 Oliver Building, Pittsburgh, PA 15222 (412) 355-6500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 10, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
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Schedule 13D
(Amendment No. 9)
CUSIP No. 004308-10-2 Page 2 of 19 pages
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1. NAME OF REPORTING PERSON Investor International (U.S.), Inc.
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-349-4581
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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 Delaware
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 530,126
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 530,126
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,126
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
14. TYPE OF REPORTING PERSON CO
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Schedule 13D
(Amendment No. 9)
CUSIP No. 004308-10-2 Page 3 of 19 pages
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1. NAME OF REPORTING PERSON Investor International AB
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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 Sweden
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 530,126
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 530,126
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,126
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
14. TYPE OF REPORTING PERSON CO
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Schedule 13D
(Amendment No. 9)
CUSIP No. 004308-10-2 Page 4 of 19 pages
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1. NAME OF REPORTING PERSON Patricia AB
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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 Sweden
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 530,126
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 530,126
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,126
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
14. TYPE OF REPORTING PERSON CO
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Schedule 13D
(Amendment No. 9)
CUSIP No. 004308-10-2 Page 5 of 19 pages
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1. NAME OF REPORTING PERSON Investor AB
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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 Sweden
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NUMBER OF 7. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 530,126
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 530,126
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,126
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2
14. TYPE OF REPORTING PERSON CO
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SCHEDULE 13D, Amendment No. 9
CUSIP NO. 004308-10-2 Page 6 of 19 pages
The Statement on Schedule 13D, as heretofore amended, is
hereby further amended as follows:
Item 2 of the Schedule 13D is restated in its entirety as
follows:
ITEM 2. IDENTITY AND BACKGROUND.
The names and addresses of the persons filing this
Schedule are as follows:
Investor International (U.S.), Inc. ("IIUS") (formerly
known as Patricia Investments, Inc.), a Delaware
corporation, whose address is 15 West 54th Street, New
York, New York 10019 and which is engaged in the
business of buying and selling securities for its own
account;
Investor International AB ("IIAB"), a Swedish
corporation, whose address is S-10332, Stockholm,
Sweden and which is engaged in the business of long-
term holding of equity securities;
Patricia AB ("Patricia"), a Swedish corporation, whose
address is S-10332, Stockholm, Sweden and which is
engaged in the business of equity trading; and
Investor AB ("Investor AB"), a publicly-held Swedish
corporation, whose address is S-10332, Stockholm,
Sweden and which is engaged in the business of the
long-term holding of equity securities.
All of the issued and outstanding common stock of IIUS
is owned by IIAB. All of the issued and outstanding common stock
of IIAB is owned by Patricia. All of the issued and outstanding
common stock of Patricia is owned by Investor AB. For purposes
of this statement, IIUS, IIAB, Patricia and Investor AB shall be
referred to collectively as the "Filing Persons".
None of the Filing Persons has, during the last five
years, been (i) convicted in a criminal proceeding or (ii) a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such Filing Person
was 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.
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SCHEDULE 13D, Amendment No. 9
CUSIP NO. 004308-10-2 Page 7 of 19 pages
Certain information concerning the officers and
directors of each of the Filing Persons is set forth on Annex I
hereto.
Item 4 of the Schedule 13D is restated in its entirety as set
forth below:
ITEM 4. PURPOSE OF THE TRANSACTION.
The Filing Persons have sold 177,500 Rights Offering
Warrants since November 1, 1994 at different times and at
different prices in open market transactions. The persons making
this filing may at any time determine to realize on their
remaining investment in the shares of Common Stock, Rights
Offering Warrants and Noteholder Warrants through the sale of all
or a portion of their shares of Common Stock and Noteholder
Warrants.
Except as described in this Item 4, the Filing Persons
have no present plans or proposals to effect one or more of the
transactions enumerated in paragraphs (a) through (j) of Item 4
of Schedule 13D. However, the Filing Persons reserve the right
in the future to adopt such plans or proposals, subject to
applicable regulatory requirements, if any.
Item 5 of the Schedule 13D is restated in its entirety as
follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close on business on November 22, 1994,
IIUS owned beneficially (i) 504,750 shares of Common Stock of the
Company, (ii) 10,000 Rights Offering Warrants, and (iii) 15,376
Noteholder Warrants to acquire shares of Common Stock. The
shares of Common Stock owned by IIUS or which IIUS has a right to
acquire upon exercise of the Rights Offering Warrants or the
Noteholder Warrants held by IIUS represent approximately 5.2% of
the outstanding Common Stock of the Company.
Under Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Act"), and the rules and regulations
thereunder, as a result of the stock ownership relationships
described in Item 2 of this Schedule, IIAB, Patricia and
Investor AB may be deemed to beneficially own the 530,126 shares
of Common Stock of the Company beneficially owned by IIUS over
which they share, or may be deemed to share, the power to dispose
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SCHEDULE 13D, Amendment No. 9
CUSIP NO. 004308-10-2 Page 8 of 19 pages
of and vote such shares. However, the filing of this Schedule
13D shall not be construed as an admission that for the purposes
of Section 13(d) of the Act, or otherwise, the Filing Persons are
a "person" as defined by Section 13(d)(3) of the Act.
(b) IIUS, and by reason of the stock ownership
relationships described in Item 2 of this Schedule 13D, IIAB,
Patricia and Investor AB may be deemed to have shared power to
vote or to direct the vote, and to dispose or direct the
disposition of the 530,126 shares of Common Stock of the Company
beneficially owned by them.
(c) In the sixty days prior to the date of this
Schedule 13D, Amendment No. 9, IIUS sold 177,500 Rights Offering
Warrants of the Company. With respect to each transaction during
such period, the date, number of warrants, the selling price per
warrant (including commissions) and the manner in which the
transaction was effected are set forth in Annex II hereto.
Item 7 of the Schedule 13D is amended by adding thereto the
following:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 2(g) Power of Attorney of IIAB
Exhibit 2(h) Power of Attorney of Patricia
Exhibit 2(i) Power of Attorney of Investor AB
Annex I to the Schedule 13D is restated in its entirety as set
forth in Annex I hereto.
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SCHEDULE 13D, Amendment No. 9
CUSIP NO. 004308-10-2 Page 9 of 19 pages
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.
November 29, 1994 Investor International (U.S.), Inc.
By: /s/ Fredrik Nilert
_______________________________
Fredrik Nilert
Vice President and Chief
Operating Officer
Investor International AB
Patricia AB
Investor AB
as to each
By: /s/ Fredrik Nilert
_______________________________
Fredrik Nilert
Attorney-in-Fact
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SCHEDULE 13D, Amendment No. 9
CUSIP NO. 004308-10-2 Page 10 of 19 pages
ANNEX I
The following is a list of the executive officers and
directors of IIUS:
Present Principal Occupation
Name and Position and Business Address
_________________ ____________________________
Peder Bonde Chairman of IIAB
(Vice Chairman) One Farragut Square South
Suite 602
Washington, D.C. 20006
Claes Dahlback President of Investor AB
(Director and S-10332
Chairman) Stockholm, Sweden
Elbridge T. Gerry, Jr. Partner of Brown Brothers
(Director and Harriman Co.
Secretary) 59 Wall Street
New York, New York 10005
Anders Rydin Chief Financial Officer of
(Director, President Investor AB,
and Chief Executive S-10332
Officer) Stockholm, Sweden
Fredrik Nilert Vice President and Chief Operating
(Vice President and Chief Officer of IIUS
Operating Officer) 15 West 54th Street
New York, New York 10019
Messrs. Bonde, Dahlback and Rydin are citizens of Sweden.
Messrs. Gerry and Nilert are citizens of the United States.
A-1
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SCHEDULE 13D, Amendment No. 9
CUSIP NO. 004308-10-2 Page 11 of 19 pages
The following is a list of the executive officers and
directors of Patricia:
Present Principal Occupation
Name and Position and Business Address
_________________ _____________________________
Claes Dahlback President of Investor AB,
(Director and Chairman) S-10332,
Stockholm, Sweden
Anders Rydin Chief Financial Officer of
(Director and President) Investor AB, S-10332,
Stockholm, Sweden
Marcus Wallenberg Executive Vice President of
(Director) Investor AB, S-10332,
Stockholm, Sweden
All of the above named individuals are citizens of Sweden.
A-2
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SCHEDULE 13D, Amendment No. 9
CUSIP NO. 004308-10-2 Page 12 of 19 pages
The following is a list of the executive officers and
directors of IIAB:
Present Principal Occupation
Name and Position and Business Address
_________________ ____________________________
Peder Bonde Chairman of IIAB
(Director and One Farragut Square South
Chairman) Suite 602
Washington, D.C. 20016
Claes Dahlback President of Investor AB,
(Director) S-10332,
Stockholm, Sweden
Anders Rydin Chief Financial Officer of
(Director and President) Investor AB, S-10332,
Stockholm, Sweden
Marcus Wallenberg Executive Vice President of
(Director) Investor AB, S-10332,
Stockholm, Sweden
All of the above named individuals are citizens of Sweden.
A-3
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SCHEDULE 13D, Amendment No. 9
CUSIP NO. 004308-10-2 Page 13 of 19 pages
The following is a list of the executive officers and
directors of Investor AB:
Present Principal Occupation
Name and Position and Business Address
_________________ ____________________________
Percy Barnevik President and Chief Executive
(Director) Officer of ABB Asea Brown Boveri
Ltd. (electric power generation and
transmission equipment)
Affoltern Strasse 44, CH-8050,
Zurich, Switzerland
Erik Belfrage Senior Vice President of
(Deputy Director) Skandinaviska Enskilda Banken,
Box 16067, S-10322, Stockholm,
Sweden
Bo Berggren Chairman, Stora Kopparbergs
(Director) Bergslags AB (forest products and
paper company), S-79180, Falun,
Sweden
Jan Carlzon Jan Carlzon Management AB Box 7395,
(Director) S-10391, Stockholm, Sweden
Claes Dahlback President of Investor AB,
(Director S-10332, Stockholm,
and President) Sweden
Hakan Mogren President and Chief Executive
(Director) Officer of AB Astra
(pharmaceutical company),
S-152 85 Sodertalje, Sweden
A-4
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SCHEDULE 13D, Amendment No. 9
CUSIP NO. 004308-10-2 Page 14 of 19 pages
Present Principal Occupation
Name and Position and Business Address
_________________ ____________________________
Mauritz Sahlin President and Chief Executive
(Director) Officer of Aktiebolaget SKF
(manufacturer of bearings),
S-415 50 Goteborg, Sweden
Anders Scharp Chairman and Chief Executive
(Director) Officer of AB Electrolux (appliance
manufacturer), Lilla Essingen,
S-10545, Stockholm, Sweden
Tom Wachtmeister Vice Chairman of Atlas Copco AB
(Director) (manufacturer of compressors and
mining equipment),
S-10332, Stockholm, Sweden
Marcus Wallenberg Executive Vice President of
(Director and Executive Investor AB,
Vice President) S-10332, Stockholm, Sweden
Peter Wallenberg Chairman of Investor AB,
(Director and S-10332, Stockholm, Sweden
Chairman)
All of the above named individuals are citizens of Sweden.
A-5
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SCHEDULE 13D, Amendment No. 9
CUSIP NO. 004308-10-2 Page 15 of 19 pages
None of the foregoing officers and directors of any of the
Filing Persons has, during the last five years, been (i)
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a
result of which such individual 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.
A-6
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SCHEDULE 13D, Amendment No. 9
CUSIP NO. 004308-10-2 Page 16 of 19 pages
Annex II
Certain information as to the sales of Rights Offering
Warrants of the Company by IIUS in the sixty days prior to the
date of this Schedule 13D, Amendment No. 9, is set forth below:
Number of Rights Average Price
Date Offering Warrants Per Warrant
____ _________________ _____________
November 7, 1994 11,400 $5.33
November 8, 1994 60,700 $5.04
November 9, 1994 20,000 $4.63
November 10, 1994 85,400 $3.66
Each of these transactions was effected on the New York Stock
Exchange.
A-7
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Page 17 of 19 pages
POWER OF ATTORNEY
_________________
KNOWN ALL MEN BY THESE PRESENTS, that Investor
International AB constitutes and appoints FREDRIK NILERT, its
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for it and in its name, place
and stead, in any and all capacities, to sign any and all
Schedules (including, without limitation, Schedules 13D),
Statements and Reports which the undersigned may be required to
file with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, and all amendments thereto, and
to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
INVESTOR INTERNATIONAL AB
By: /s/ Claes Dahlback
__________________________
Title: Director and President
_______________________
Dated: November 22, 1994
Exhibit 2(g)
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Page 18 of 19 pages
POWER OF ATTORNEY
_________________
KNOWN ALL MEN BY THESE PRESENTS, that Patricia AB
constitutes and appoints FREDRIK NILERT, its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any
and all capacities, to sign any and all Schedules (including,
without limitation, Schedules 13D), Statements and Reports which
the undersigned may be required to file with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by
virtue hereof.
PATRICIA AB
By: /s/ Anders Rydin
__________________________
Title: Director and President
_______________________
Dated: November 22, 1994
Exhibit 2(h)
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Page 19 of 19 pages
POWER OF ATTORNEY
_________________
KNOWN ALL MEN BY THESE PRESENTS, that Investor AB
constitutes and appoints FREDRIK NILERT, its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any
and all capacities, to sign any and all Schedules (including,
without limitation, Schedules 13D), Statements and Reports which
the undersigned may be required to file with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by
virtue hereof.
INVESTOR AB
By: /s/ Anders Rydin
__________________________
Title: Director and President
_______________________
Dated: November 22, 1994
Exhibit 2(i)
