UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ACCEPTANCE INSURANCE COMPANIES INC.
(Name of Issuer)
Common Stock, $0.40 par value
(Title of Class of Securities)
068417-60-0
(CUSIP Number)
Robert L. Miller
1400 North Woodward Ave., Bloomfield Hills, MI 48304-2856
(810)258-2800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 5, 1997
(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 [ ].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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
(however, see the Notes).
<PAGE>
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Valassis Enterprises, L.P.; EIN 38-2706946
2 Check The Appropriate Box If A Member Of A Group* (a) [ ]
(b) [ ]
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
Delaware
7 Sole Voting Power
Number Of -0-
Shares 8 Shared Voting Power
Beneficially
Owned By 1,325,327
Each 9 Sole Dispositive Power
Reporting
Person -0-
With 10 Shared Dispositive Power
1,325,327
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,325,327
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares*
13 Percent Of Class Represented By Amount In Row (11)
8.7%
14 Type Of Reporting Person*
PN
<PAGE>
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Franklin Enterprises, Inc.; EIN 38-2759538
2 Check The Appropriate Box If A Member Of A Group* (a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure Of Legal Proceedings Is [ ]
Required Pursuant To Items 2(d) or 2(E)
6 Citizenship Or Place of Organization
Michigan
7 Sole Voting Power
Number Of -0-
Shares 8 Shared Voting Power
Beneficially
Owned By 1,325,327
Each 9 Sole Dispositive Power
Reporting
Person -0-
With 10 Shared Dispositive Power
1,325,327
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,325,327
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares*
13 Percent Of Class Represented By Amount In Row (11)
8.7%
14 Type Of Reporting Person*
CO
<PAGE>
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George F. Valassis; SS####-##-####
2 Check The Appropriate Box If A Member Of A Group* (a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
AF
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 of America
7 Sole Voting Power
Number Of -0-
Shares 8 Shared Voting Power
Beneficially
Owned By 1,381,284
Each 9 Sole Dispositive Power
Reporting
Person -0-
With 10 Shared Dispositive Power
1,381,284
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,381,284
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares*
13 Percent Of Class Represented By Amount In Row (11)
9.1%
14 Type Of Reporting Person*
IN
<PAGE>
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Doug T. Valassis; SS ####-##-####
2 Check The Appropriate Box If A Member Of A Group* (a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
AF
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 of America
7 Sole Voting Power
Number Of 4,545
Shares 8 Shared Voting Power
Beneficially
Owned By 1,974,875
Each 9 Sole Dispositive Power
Reporting
Person 4,545
With 10 Shared Dispositive Power
1,974.875
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,979,420
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares*
13 Percent Of Class Represented By Amount In Row (11)
13.0%
14 Type Of Reporting Person*
IN
<PAGE>
SCHEDULE 13D
Introduction.
This Statement on Schedule 13D (this "Filing") is jointly filed by
George F. Valassis, Doug T. Valassis, Franklin Enterprises, Inc., a Michigan
corporation ("Franklin") and Valassis Enterprises, L.P., a Delaware limited
partnership ("Valassis LP" and, collectively with George F. Valassis, Doug
T. Valassis, and Franklin, the "Reporting Persons"). This Filing
constitutes (1) an amendment to the statements on Schedule 13D previously
filed by George F. Valassis, either separately or jointly with other persons
(including some of the other persons making this Filing), since December 21,
1995; (2) an amendment to the statements on Schedule 13D previously filed by
Doug T. Valassis jointly with other persons (including some of the other
persons making this Filing) since December 21, 1995; (3) an amendment to the
statements on Schedule 13D previously filed by Valassis LP jointly with
other persons (including some of the other persons making this Filing) since
December 21, 1995; and (4) an amendment to the statement on Schedule 13D
filed by Franklin jointly with George F. Valassis, Doug T. Valassis, and
Valassis LP on December 21, 1995.
ITEM 1. Security and Issuer.
Issuer: Acceptance Insurance Companies Inc.
(hereinafter, the "Issuer")
222 South 15th Street
Suite 600 North
Omaha, Nebraska 68102
Security: Common Stock, $.40 par value per share
(CUSIP No. 68417-60-0)
ITEM 2. Identity and Background.
George F. Valassis and Doug T. Valassis are citizens of the United
States of America. George F. Valassis's business address is 7280 Palmetto
Park Rd., Suite 310, Boca Raton, Florida 33433. Doug T. Valassis's business
address is 520 Lake Cook Road, Suite 380, Deerfield, Illinois 60015.
Franklin is a Michigan corporation engaged principally in the
businesses of providing investment capital and business consulting services
and investing in securities and real estate. Franklin also is a general
partner of Valassis LP, a Delaware limited partnership engaged principally
in the businesses of providing investment capital and investing in
securities and real estate, of which George F. Valassis is the other general
partner. The principal office and business address of both Franklin and
Valassis LP is the same as that reported above for Doug T. Valassis.
George F. Valassis is the Chairman of the board of directors of
Franklin (his principal occupation) and its sole shareholder. He also is a
general partner of Valassis LP. Directly and through Franklin, George F.
Valassis owns a 0.2% general partnership interest in Valassis LP. As a
general partner of Valassis LP and as the sole shareholder of Franklin he
controls the managing interest in Valassis LP. The majority of the
limited partnership interests are held equally in separate irrevocable
family trusts for the benefit of Doug T. Valassis and his descendants, D.
Craig Valassis and his descendants, and Debra A. Lyonnais and her
descendants. The remaining limited partnership interests (aggregating to
less than 3%) are owned directly or indirectly by Doug T. Valassis and D.
Craig Valassis, who are sons of George F. Valassis, and by Nancy P.
Valassis, the wife of George F. Valassis.
George F. Valassis also is the settlor of an irrevocable family
trust established October 14, 1992 (the "Valassis Children's Trust"), the
assets of which are divided into a subtrust for the benefit of Doug T.
Valassis and his descendants, another subtrust for the benefit of D. Craig
Valassis and his descendants, and a third subtrust for the benefit of their
sister Debra A. Lyonnais and her descendants. Doug T. Valassis, D. Craig
Valassis, and Edward W. Elliott are the co-trustees of the Valassis
Children's Trust with respect to each of its subtrusts.
<PAGE>
The principal occupation of Doug T. Valassis is President and Chief
Executive Officer of Franklin. Doug T. Valassis also is a director of
Franklin. The only other executive officers and/or directors of Franklin
are D. Craig Valassis, its Vice President (his principal occupation) and
Edward W. Elliott, who is a director of Franklin and its Vice-Chairman and
Chief Financial Officer (his principal occupation). Doug T. Valassis is
also the Chairman and a director of Ryback Management Corporation, a
Michigan corporation ("Ryback Management") and the Chairman and a trustee of
Lindner Investments. Ryback Management is an investment adviser registered
under the Investment Advisers Act of 1940 and is the adviser for Lindner
Investments, a Massachusetts business trust which operates six separate
series, each of which is registered under the Investment Company Act of 1940
as an open-end management investment company. Lindner Growth Fund is one of
these series. Since December 22, 1992, both Doug T. Valassis and Edward W.
Elliott have been directors of the Issuer.
During the last five years, none of the Reporting Persons or
entities has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any of them been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person has been 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.
ITEM 3. Source and Amount of Funds or Other Consideration.
On March 28, 1997, Valassis LP exercised its Noteholder Warrants for
51,250 shares of common stock of the Issuer at a price of $9.50 per share.
The purchase price was paid in cash from the working capital funds of
Valassis LP, without involving any borrowing.
As reported in more detail in the August 1993 Filing, the Noteholder
Warrants had been acquired from the Issuer on April 10, 1992 as part of the
consideration given to Valassis LP for its cancellation of certain
preexisting indebtedness in principal amount of $5,000,000 owed to Valassis
LP by the Issuer and for a commitment by Valassis LP to purchase additional
shares and warrants in a subsequent rights offering by the Issuer.
ITEM 4. Purpose of Transaction.
The warrants exercised as reported in Item 3 were acquired by
Valassis LP to increase its proportionate equity interest in the Issuer (and
thereby, indirectly, those of the members of George F. Valassis's family
directly or indirectly having an economic interest in Valassis LP). In
prior filings, these warrants were treated as exercised for beneficial
ownership reporting purposes.
Under the terms of the trust instrument governing the Valassis
Children's Trust, at any time while Edward W. Elliott continues to be a co-
trustee of the Valassis Children's Trust, he has the right to acquire any
and all assets held in the trust by substituting other assets of equivalent
value (the "Trust Substitution Right"). On March 25, 1997 and effective as
of February 28, 1997 a substitution of assets was exercised whereby
effectively all of George F. Valassis's limited partnership interest in
Valassis LP was exchanged for the collective interest of the Valassis
Children's Trust's interest in Ryback Management common stock.
Each of the Reporting Persons intends to monitor the affairs of the
Issuer closely. In that connection, George F. Valassis, Franklin, and those
Reporting Persons who are associated with Franklin, acting in such capacity
intend periodically to review Valassis LP's investment in Issuer securities,
and those Reporting Persons who are co-trustees of the Valassis Children's
Trust, acting in such capacity, intend periodically to review the trust's
investment in Issuer securities. In addition, each of George F. Valassis,
Doug T. Valassis, D. Craig Valassis and Edward W. Elliott intends
periodically to review his own personal investment in Issuer securities, and
George F. Valassis also intends periodically to review the investment of the
Valassis Family Trust in Issuer securities. Depending on the results of
such monitoring and reviews and other facts and circumstances then existing,
<PAGE>
it is therefore possible that in the future one or more of the Reporting
Persons, in open market transactions, in private transactions, through the
exercise of warrants, or otherwise, may acquire or dispose of Issuer common
stock or other Issuer securities. If any acquisition subsequently is
undertaken by any of the Reporting Persons, such acquisition may be
undertaken with a view to maintaining the present percentages of ownership
of Issuer common stock of the Reporting Persons or with a view to acquiring
a greater interest, possibly even a majority interest, and a commensurately
greater voice in the affairs of the Issuer on the part of one or more of the
Reporting Persons, other members of the Valassis family, the Valassis Family
Trust, or the Valassis Children's Trust.
Except as described in this Item 4, none of the Reporting Persons
has any plans or proposals which relate to or would result in: (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 a material
amount of assets of the Issuer or any of its subsidiaries; (d) any change in
the present board of directors 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; (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 quoted in an inter-dealer
quotation 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 Securities Exchange Act
of 1934, as amended (the "Act"); or (j) any action similar to any of those
enumerated above.
ITEM 5. Interest in Securities of the Issuer.
Preliminary Note: Percentages of outstanding Issuer common stock
reported herein are based on 15,258,640 outstanding shares -- which is the
number that the Issuer has provided to the Reporting Persons. This includes
the 51,250 shares subject to the Noteholder Warrants exercised by Valassis
LP in this filing.
Valassis LP is currently the direct owner of 1,325,327 (8.7%) of
Issuer common stock. Voting and dispositive power over all such shares is
shared (for the benefit of Valassis LP) by George F. Valassis and Franklin,
in their capacities as general partners of Valassis LP.
Except for the 1,325,327 shares of Issuer common stock owned by
Valassis LP, over which Franklin shares voting and dispositive power as a
general partner of Valassis LP, Franklin would not be deemed to own any
shares of Issuer common stock or any other equity securities of the Issuer,
directly or indirectly. Franklin disclaims beneficial ownership of the
shares owned by and issuable to Valassis LP except to the extent of
Franklin's partner interest in Valassis LP.
George F. Valassis is (or by virtue of his relationships with
Valassis LP may be deemed to be) the beneficial owner of 1,381,284 shares of
Issuer common stock (9.1%). Such 1,381,284 shares include 1,325,327
shares owned and held by Valassis LP, and 55,957 shares directly owned by
George F. Valassis's wife, Nancy P. Valassis, as to which shares George F.
Valassis disclaims beneficial ownership. George F. Valassis also disclaims
beneficial ownership of the shares owned by Valassis LP except to the
extent of his proportionate partnership interest in Valassis LP. Of the
1,325,327 shares of Issuer common stock which are or may be deemed to be
beneficially owned by Valassis LP , George F. Valassis, does not have both
sole voting power and sole dispositive power with respect to any of these
shares.
<PAGE>
Doug T. Valassis is the beneficial owner of and has sole voting and
dispositive power with respect to 4,545 shares (less than 1%) of Issuer
common stock. By virtue of his position as Chief Executive Officer of
Franklin and Franklin's status as a general partner of Valassis LP, Doug T.
Valassis also may be deemed to share voting and dispositive power over (and
therefore to own beneficially) the 1,325,327 shares (8.7%) of Issuer
common stock owned by Valassis LP. However, Doug T. Valassis disclaims
beneficial ownership of those shares except to the extent of his
proportionate partner interest in Valassis LP. By virtue of his positions
as trustee of Lindner Investments and Chief Executive Officer of Ryback
Management and Ryback's status as the adviser for Lindner Investments, Doug
T. Valassis also may be deemed to share voting and dispositive power over
(and therefore to own beneficially) the 208,700 shares (1.4%) of Issuer
common stock owned by Lindner Growth Fund, which were acquired in open
market transactions between August 30 and December 21, 1995. However, Doug
T. Valassis disclaims beneficial ownership of those shares except to the
extent of his proportionate ownership of shares of Lindner Growth Fund. By
virtue of his position as a co-trustee of the Valassis Children's Trust,
Doug T. Valassis also shares voting and dispositive power over assets held
in that trust and therefore may be deemed to own beneficially the 649,548
shares (4.3%) of Issuer common stock , However, Doug T. Valassis also
disclaims beneficial ownership of those shares, except to the extent of
216,516 shares (1.4%) issuable pursuant to those exercised Rights Offering
Warrants allocated to the subtrust of which he is a beneficiary.
ITEM 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
Except as hereinabove reported, there are no contracts,
arrangements, understandings, or relationships (legal or otherwise) among
any of the Reporting Persons or between any of them and any other person
with respect to any securities of the Issuer, including but not limited to
transfer or voting of any such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
or profits or loss, or the giving or withholding of proxies, nor are any
Issuer securities reported herein pledged or otherwise subject to a
contingency the occurrence of which would give another person voting or
investment power over such securities.
ITEM 7. Material Filed as Exhibits.
NONE
<PAGE>
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth on
this statement is true, correct and complete.
VALASSIS ENTERPRISES, L.P.
By:/S/ Robert L.Miller
Robert L. Miller,
Secretary/Treasurer
Date: April 7, 1997
FRANKLIN ENTERPRISES, INC.
By: /S/ Robert L. Miller
Robert L. Miller,
Secretary/Treasurer
Date: April 7, 1997
/S/ George F. Valassis
George F. Valassis
Date: April 7, 1997
/S/ Doug T. Valassis
Doug T. Valassis
Date: April 7, 1997
