UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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
520 Lake Cook Road, Suite 380
Deerfield, IL 60015
(847) 945-7722
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 1998
(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 [ ].
<PAGE> SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VELP 2, L.L.C.
2 Check The Appropriate Box If A Member Of A Group* (a) [X]
(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 1,680,345
Shares 8 Shared Voting Power
Beneficially -0-
Owned By 9 Sole Dispositive Power
Each Reporting 1,680,345
Person With 10 Shared Dispositive Power
-0-
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,680,345
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent Of Class Represented By Amount In Row (11)
10.9%
14 Type Of Reporting Person*
OO
<PAGE> SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David Craig Valassis
2 Check The Appropriate Box If A Member Of A Group* (a) [X]
(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 19,059
Shares 8 Shared Voting Power
Beneficially 1,680,345
Owned By 9 Sole Dispositive Power
Each Reporting 19,059
Person With 10 Shared Dispositive Power
1,680,345
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,699,404
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent Of Class Represented By Amount In Row (11)
11.0%
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 Thomas Valassis
2 Check The Appropriate Box If A Member Of A Group* (a) [X]
(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 147,379
Shares 8 Shared Voting Power
Beneficially 2,132,410
Owned By 9 Sole Dispositive Power
Each Reporting 147,379
Person With 10 Shared Dispositive Power
2,132,410
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
2,279,789
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent Of Class Represented By Amount In Row (11)
14.8%
14 Type Of Reporting Person*
IN
<PAGE> SCHEDULE 13D
This is Amendment No. 4 to the Schedule 13D previously filed by
Valassis Enterprises, L.P., a Delaware limited partnership, Franklin
Enterprises, Inc., a Michigan corporation, George F. Valassis and Doug T.
Valassis, in order to report the restructuring of their ownership of shares
of common stock of Acceptance Insurance Companies, Inc. (the "Issuer"), as
is more particularly described in Item 2 below. This is also an initial
filing of a Schedule 13D by D. Craig Valassis and VELP 2, L.L.C., a Michigan
limited liability company. As a result of such restructuring, VELP 2,
L.L.C., Doug T. Valassis and D. Craig Valassis (the "Group") have
individually and collectively become the beneficial owners of more than 5%
of the outstanding common stock, $0.40 par value per share (the "Common
Stock") of the Issuer, and Valassis Enterprises, L.P., Franklin Enterprises,
Inc., and George F. Valassis have ceased to be beneficial owners of more
than 5% of the Common Stock of the Issuer.
ITEM 1. Security and Issuer.
Issuer: Acceptance Insurance Companies, Inc.
222 South 15th Street
Suite 600 North
Omaha, Nebraska 68102
Security: Common Stock, $0.40 par value per share
CUSIP No. 68417-60-0
ITEM 2. Identity and Background.
Doug T. Valassis and D. Craig Valassis are citizens of the United
States of America and they are brothers. The business address of both Doug
T. Valassis and D. Craig Valassis is 520 Lake Cook Road, Suite 380,
Deerfield, Illinois 60015.
VELP 2, L.L.C., is a Michigan limited liability company whose
membership interests are owned equally by Doug T. Valassis, D. Craig
Valassis and Debra A. Lyonnais, their sister. The Manager of VELP 2,
L.L.C., is Brisbane Corporation, a Florida corporation which is owned by
Doug T. Valassis and D. Craig Valassis. Doug T. Valassis and D. Craig
Valassis are the sole directors and officers of Brisbane Corporation. In
such capacities, Doug T. Valassis and D. Craig Valassis control VELP 2,
L.L.C. Valassis Enterprises no longer owns any shares of Common
Stock of the Issuer.
Doug T. Valassis, D. Craig Valassis, and another individual are co-
trustees of an irrevocable family trust established under Michigan law on
October 14, 1992, the assets of which are divided into three separate
subtrusts, one for the benefit of Doug T. Valassis and his descendants,
another for the benefit of D. Craig Valassis and his descendants, and a
third for the benefit of their sister Debra A. Lyonnais and her descendants.
Shares of Common Stock of the Issuer held in these subtrusts are deemed to
be beneficially owned by the co-Trustees of each subtrust because the co-
Trustees control the right to vote and dispose of such shares.
The principal occupation of Doug T. Valassis is President, Director
and Chief Executive Officer of Franklin Enterprises, Inc., a private
investment company ("Franklin"). The principal occupation of D. Craig
Valassis, is Vice President of Franklin. 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, a Massachusetts business trust that is a registered investment
company under the Investment Company Act of 1940. D. Craig Valassis is also
a director of Ryback Management. Ryback Management is an investment adviser
registered under the Investment Advisers Act of 1940 and is the adviser for
Lindner Investments. Lindner Growth Fund is a series (i.e., a separate
investment portfolio) of Lindner Investments. Since December 22, 1992, Doug
T. Valassis has also been a director of the Issuer.
George F. Valassis is a citizen of the United States of America. He
is the father of Doug T. and D. Craig Valassis. Franklin is a Michigan
corporation engaged principally in the business of providing investment
capital and business consulting services and in investing in securities and
real estate. Franklin is the sole general partner in Valassis Enterprises,
L.P., a Delaware limited partnership that is engaged principally in the
business of providing investment capital and investing in securities and
real estate. The principal office and business address of George F.
Valassis, Franklin and Valassis Enterprises is 520 Lake Cook Road, Suite
380, Deerfield, Illinois 60015.
The Members of the Group together with George F. Valassis, Franklin
and Valassis Enterprises are sometimes referred to herein as the "Reporting
Persons".
During the last five years, none of the Reporting Persons has been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has any member 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.
The acquisition by the Group of Common Stock of the Issuer resulted
from the restructuring of the Reporting Persons' ownership interests on
March 31, 1998, did not involve any additional purchases of such Common
Stock of the Issuer, and no funds or other consideration expended by any
members of the Group.
ITEM 4. Purpose of Transaction.
Effective on March 31, 1998, certain assets of Valassis Enterprises,
including all of the Common Stock of the Issuer that was then owned by
Valassis Enterprises, were distributed to its partners. As a result of
such distributions, Franklin ceased to have any power over the voting or
disposition of shares of Common Stock of the Issuer. George F. Valassis
also ceased to have power over the voting or disposition of shares of Common
Stock of the Issuer, except with respect to the shares of Common Stock that
were distributed to him by Valassis Enterprises and certain other shares
beneficially owned by him, which do not aggregate more than 5% of the
outstanding shares of the Issuer's Common Stock.
Following the distributions by Valassis Enterprises, Doug T.
Valassis, D. Craig Valassis and Debra A. Lyonnais formed VELP 2, L.L.C., in
order to establish an investment entity for their common investment
interests. This limited liability company is managed by a Manager, which is
Brisbane Corporation, which is owned and controlled by Doug T. Valassia and
D. Craig Valassis.
Each of the Reporting Persons intends to monitor the affairs of the
Issuer closely and to periodically review their investment in the Issuer's
securities. Depending on the results of such monitoring and reviews and
other facts and circumstances then existing, it is 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; or (j) any action similar to any of those enumerated
above.
ITEM 5. Interest in Securities of the Issuer.
VELP 2, L.L.C., beneficially owns, and has voting and dispositive
powers over, 1,680,345 shares of Common Stock, or 10.9% of the outstanding
shares, based on the number of outstanding shares of the Issuer as reported
in its most recent Quarterly Report on Form 10-Q.
Doug T. Valassis beneficially owns 2,279,789 shares of Common Stock,
or 14.8% of the outstanding Common Stock, as follows: 1,680,345 shares of
Common Stock (10.9% of the outstanding shares) beneficially owned by VELP 2,
L.L.C., as to which Mr. Valassis exercises voting and dispositive powers
through his ownership and control of Brisbane Corporation, the Manager of
VELP 2, L.L.C.; 139,879 shares of Common Stock (0.9% of the outstanding
shares) beneficially owned by Mr. Valassis directly as to which he has sole
voting and dispositive powers; 2,065 shares of Common Stock (0.01% of the
outstanding shares) beneficially owned by Franklin, as to which Mr. Valassis
shares voting and dispositive powers through his role as a director and
President of Franklin; 450,000 shares of Common Stock (2.9% of the
outstanding shares) beneficially owned by Lindner Growth Fund, as to which
Mr. Valassis shares voting and dispositive powers in his capacity as a
Trustee of Lindner Investments and a director and Chairman of Ryback
Management, the investment adviser to the Lindner Growth Fund; and 7,500
shares of Common Stock (0.05% of the outstanding shares) that Mr. Valassis
may acquire upon exercise of currently exercisable options issued to him in
his capacity as a director of the Issuer, as to which he has sole voting and
dispositive powers. Mr. Valassis disclaims beneficial ownership of the
shares ownerd by Lindner Growth Fund, except to the extent of his
proportionate ownership of shares of Lindner Growth Fund.
D. Craig Valassis beneficially owns 1,699,404 shares of Common
Stock, or 11.0% of the outstanding Common Stock, as follows: 1,680,345
shares of Common Stock (10.9% of the outstanding shares) beneficially owned
by VELP 2, L.L.C., as to which Mr. Valassis exercises voting and dispositive
powers through his ownership and control of Brisbane Corporation, the
Manager of VELP 2, L.L.C.; and 19,509 shares of Common Stock (0.1% of the
outstanding shares) beneficially owned by Mr. Valassis as to which he has
sole voting and dispositive powers.
None of George F. Valassis, Franklin or Valassis Enterprises, is a
beneficial owner of more than 5% of the outstanding shares of Common Stock
of the Issuer.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described above, 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 such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits and
losses, or the giving or withholding of proxies, nor are any securities
reported herein pledged or otherwise subject to a contingency the occurrence
of which would give another person voting or investment powers over such
securities.
ITEM 7. Material Filed as Exhibits.
Exhibit
No. Description
- ------- -----------
1 Joint Filing Agreement and Power of Attorney
<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.
VELP 2, L.L.C.
By: BRISBANE CORPORATION, Manager
Date: May 29, 1998 By: /S/ DOUG T. VALASSIS
Doug T. Valassis, President
Date: May 29, 1998 /S/ D. Craig Valassis
D. Craig Valassis
Date: May 29, 1998 /S/ Doug T. Valassis
Doug T. Valassis
Date: May 29, 1998 /S/ George F. Valassis
George F. Valassis
VALASSIS ENTERPRISES, L.P.
By: FRANKLIN ENTERPRISES, INC.,
General Partner
Date: May 29, 1998 By: /S/ Robert L.Miller
Robert L. Miller,
Secretary/Treasurer
FRANKLIN ENTERPRISES, INC.
Date: May 29, 1998 By: /S/ Robert L.Miller
Robert L. Miller,
Secretary/Treasurer
EXHIBIT 1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that the Schedule 13D to
which this Joint Filing Agreement is being filed as an exhibit shall be a
joint statement filed on behalf of each of the undersigned. Each of the
undersigned hereby appoints Doug T. Valassis and Robert L. Miller, or either
of them, as his true and lawful attorneys-in-fact and agents, with full
power of substitution, for him and in his name, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to this
Schedule 13D and to file the same with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, may lawfully do or cause to be done.
Date: May 29, 1998 VELP 2, L.L.C.
By: BRISBANE CORPORATION, Manager
By: /S/ DOUG T. VALASSIS
Doug T. Valassis, President
/S/ DOUG T. VALASSIS
Doug T. Valassis
/S/ D. CRAIG VALASSIS
D. Craig Valassis
/S/ GEORGE F. VALASSIS
George F. Valassis
VALASSIS ENTERPRISES, L.P.
By: FRANKLIN ENTERPRISES, INC.,
General Partner
By: /S/ ROBERT L. MILLER
Robert L. Miller
Secretary/Treasurer
FRANKLIN ENTERPRISES, INC.
By: /S/ ROBERT L. MILLER
Robert L. Miller
Secretary/Treasurer
