SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)
ACCEPTANCE INSURANCE COMPANIES, INC.
- ----------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------
(Title of Class of Securities)
Common Stock 004308102
-----------------------------------
CUSIP Number)
Richard Jarvis, Suite 450, One Pacific Place,
1125 So. 103rd Street, Omaha, NE 68124
(402) 393-1300, with a copy to Stephen E. Gehring, Esq.
1125 So. 103rd Street, Omaha, NE 68124
-------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 15, 1996
-----------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the box if a fee is being paid with this
Statement __X__. (A fee is not required only if the
filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five
percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less
of such class). (See Rule 13d-7.)
The information required in 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.
(Continued on following page(s))
Page 1 of 6 Pages
<PAGE>
CUSIP No. 004308102 13D Page 2 of 6 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MCCARTHY GROUP, INC.
I.R.S. I.D. NO. 47-0697955
2 Check the Appropriate Box if a Member of a Group
(a) N/A
(b) N/A
3 SEC USE ONLY
4 Source of Funds 00
5 N/A
6 Citizen or Place of Organization
U.S.A. - Nebraska Corporation
7 Number of Shares Beneficially Owned by Each Reporting Person
with Sole Voting Power
742,628
8 Number of Shares Beneficially Owned by Each Reporting Person
with Shared Voting Power
82,018(1)
9 Number of Shares Beneficially Owned by Each Reporting Person
with Sole Dispositive Power
742,628(1)
10 Number of Shares Beneficially Owned by Each Reporting Person
with Shared Dispositive Power
82,018(1)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
824,646 Shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
N/A
13 Percent of Class Represented by Amount in Row (11)
5.5%
14 Type of Reporting Person
Corporation - CO
Item 1 Security and Issuer.
-------------------
Common Stock, par value $.40, (the "Common Stock"),
Acceptance Insurance Companies, Inc. (the "Issuer"),
222 South 15th Street, Suite 600 North, Omaha, Nebraska
68102.
Item 2 Identity and Background.
-----------------------
McCarthy Group, Inc.
A Nebraska corporation
1125 So. 103rd Street, Suite 450
Omaha, Nebraska 68124
McCarthy Group Inc.'s principal business is investment
and merchant banking and, through McCarthy & Co.,
investment banking and investment management. The
executive officers and directors of McCarthy Group,
Inc. are identified below, and the following
information is submitted with respect to such executive
officers and directors:
(1) McCarthy Group, Inc. has indirect beneficial ownership of
77,138 shares owned by McCarthy & Co., a wholly owned
subsidiary, 4,080 shares held by McCarthy & Co. 401(k) Plan
and 800 shares as to which McCarthy & Co. has discretionary
authority as to disposition and voting of the shares.
<TABLE>
<CAPTION>
CONVIC PROCEED
NAME ADDRESS OCCUPATION TIONS INGS CITIZENSHIP
- ---- ------- ---------- ------ ------- -----------
<S> <C> <C> <C> <C> <C>
Michael R. * Director, None None U.S.
McCarthy Chairman, and
CEO
Richard L. * Director, VP, None None U.S.
Jarvis Secretary, Tres.
<FN>
* Suite 450, One Pacific Place, 1125 South 103rd Street,
Omaha, Nebraska 68124
</FN>
</TABLE>
Page 3 of 6 Pages
<PAGE>
Item 3 Source and Amount of Funds or Other Consideration
-------------------------------------------------
McCarthy Group, Inc., a Nebraska corporation, (the
"Company"), conducted a private offering to accredited
investors pursuant to Regulation D and Rule 506 and a
Confidential Offering Memorandum dated January 22,
1996, (the "Offering"). In addition to seeking cash
subscriptions, in exchange for Common Stock of the
Company, the Company offered to exchange shares of
common stock of Acceptance Insurance Companies, Inc.
("Issuer") valued at $14.625 per share as of March 14,
1996. The Common Stock of the Company was valued at
$25 per share. At the initial closing of the Offering
on March 15, 1996, McCarthy Group, Inc. directly
acquired, through the exchange with investors, 726,301
shares of common stock of the Issuer and issued
approximately 408,534 shares of common stock of
McCarthy Group, Inc. as consideration.
In addition, McCarthy Group, Inc. will use funds
acquired by it in the Offering of its common stock to
pay off $413,461.00 in margin debt secured by the
Issuer's common stock exchanged by certain investors.
Item 4 Purpose of Transaction.
----------------------
McCarthy Group, Inc. acquired the securities of the
Issuer for investment to consolidate existing
investments held by McCarthy Group, Inc. and its
investment partners. This consolidation was
accomplished by exchanging common stock of McCarthy
Group, Inc. for outstanding securities in eight
corporations or partnerships, including the Issuer.
McCarthy Group, Inc. has no plans or proposals which
relate to or result in any of the following:
(a) the acquisition by any person of additional
securities of the issuer, or the disposition of
securities of the issuer;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving
the issuer or any of its subsidiaries;
(c) a sale or transfer of the material and not of
assets of the issuer or any of its subsidiaries;
(d) any change in the present Board of Directors or
management of the issuer, including any plans or
proposals to change the number or term of
Directors or to fill any existing vacancies on the
Board;(2)
(2) Michael R. McCarthy, the Chairman and Chief Executive
Officer of McCarthy Group, Inc., was a member of the Board
of Directors of the Issuer prior to the exchange and will
remain in such capacity subject to re-election by the
shareholders of the Issuer. To date, Mr. McCarthy has
received and holds options to purchase 4,500 shares of the
Issuer, 3,000 of which are currently exercisable.
Page 4 of 6 Pages<PAGE>
(e) any material change in the present capitalization
or dividend policy of the issuer;
(f) any other material change in the issuer's business
or corporate structure;
(g) changes in the issuer's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
issuer by any person;
(h) causing a class of securities of the issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
"inter-dealer" system of a registered national
securities association;
(i) a class of equity securities of the issuer
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated
above.
Item 5 Interest in Securities of the Issuer.
------------------------------------
McCarthy Group, Inc.
--------------------
(a) McCarthy Group, Inc. directly owns 742,628 shares
of common stock of the Issuer representing
approximately 5.0 percent of the common stock
outstanding. McCarthy & Co. holds 800 shares of
common stock of the Issuer in a Discretionary
Investment Account representing approximately
.005% of the common stock outstanding. McCarthy
Group, Inc. indirectly owns, through McCarthy &
Co. and McCarthy & Co. 401(k) Plan, 81,218 shares
of common stock of the Issuer representing
approximately .5% of the common stock outstanding.
(b) McCarthy Group, Inc. has the sole power to vote
and the sole power to dispose of 742,628 shares of
common stock of the Issuer. It possesses shared
power to vote and shared power to dispose of
82,018 shares of common stock of the Issuer.
(c) McCarthy Group, Inc. has not engaged in any
transactions in the common stock of the Issuer in
the past sixty (60) days.
Page 5 of 6 Pages<PAGE>
(d) N/A
(e) N/A
Item 6 Contracts, Arrangements, Understandings or
------------------------------------------
Relationships With Respect to Securities of the Issuer.
------------------------------------------------------
McCarthy Group, Inc. entered into an Investment
Services Agreement with McCarthy & Co. on March 15,
1996 whereby McCarthy & Co., for a fee, has agreed to
use its best efforts and provide services to seek out
and recommend to the Board of Directors of McCarthy
Group, Inc. suitable investments in accordance with the
investment objectives and investment attributes
outlined by McCarthy Group, Inc. Any ultimate decision
to vote the common stock of the Issuer, to buy
additional shares, or to sell shares remains with the
Board of Directors of McCarthy Group, Inc.
Item 7 Material to be Filed as Exhibits Being Reported on by
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the Parent Holding
------------------
N/A
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 this 21st day of March, 1996
/s/ Michael R. McCarthy
________________________________________
Michael R. McCarthy, Chairman
McCarthy Group, Inc.
Page 6 of 6 Pages
