<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ACCEPTANCE INSURANCE COMPANIES INC.
(Name of Issuer)
Common Stock, $0.40 par value
(Title of Class of Securities)
68417-60-0
(CUSIP Number)
Richard L. Jarvis
1125 S. 103rd Street, Suite 450
Omaha, NE 68124
(402) 393-1300
with a copy to:
Michael M. Hupp
1125 S. 103rd Street, Suite 800
Omaha, NE 68124
(402) 390-9500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 18, 2000
(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>
CUSIP NO. 68417-60-0
- -------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification No. of Above Persons (entities only)
McCarthy Group, Inc.
I.R.S. Identification No. 47-0697955
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2. Check the Appropriate Box if a Member of A Group(1) (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC Use Only
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4. Source of Funds OO
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5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant To
Items 2(d) or 2(e) [ ]
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6. Citizenship Or Place of Organization
Nebraska
- ------------------------------------------------------------------------------
7. Sole Voting Power
Number Of 742,628
Shares ------------------------------------------
Beneficially 8. Shared Voting Power
Owned By 83,582(2)
Each Reporting ------------------------------------------
Person With 9. Sole Dispositive Power
742,628(2)
------------------------------------------
10. Shared Dispositive Power
83,582(2)
------------------------------------------
11. Aggregate Amount Beneficially Owned By Each Reporting Person
826,210
- ------------------------------------------------------------------------------
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares [ ]
- ------------------------------------------------------------------------------
13. Percent of Class Represented By Amount In Row (11)
5.8%
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14. Type Of Reporting Person(1)
Corporation - CO
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<PAGE>
CUSIP NO. 68417-60-0
- ------------------------------------------------------------------------------
1. Names of Reporting Persons
I.R.S. Identification No. of Above Persons (entities only)
Michael R. McCarthy
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of A Group(1) (a) [X]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC Use Only
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4. Source of Funds* OO
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5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant To
Items 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. Citizenship Or Place of Organization
Nebraska
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7. Sole Voting Power
Number Of 9,000(2)
Shares ------------------------------------------
Beneficially 8. Shared Voting Power
Owned By 0
Each Reporting ------------------------------------------
Person With 9. Sole Dispositive Power
9,000(2)
------------------------------------------
10. Shared Dispositive Power
0
------------------------------------------
11. Aggregate Amount of Beneficially Owned By Each Reporting Person
9,000
- -----------------------------------------------------------------------------
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares [ ]
- ----------------------------------------------------------------------------
13. Percent of Class Represented By Amount In Row (11)
0.1%
- ----------------------------------------------------------------------------
14. Type Of Reporting Person(1)
Individual - IN
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<PAGE>
CUSIP NO. 68417-60-0
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1. Names of Reporting Persons
I.R.S. Identification No. of Above Persons (entities only)
Fulcrum Growth Partners, L.L.C.
I.R.S. Identification No. 47-0819413
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2. Check the Appropriate Box if a Member of A Group(1) (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds* OO
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5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant To
Items 2(d) or 2(e) [ ]
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6. Citizenship Or Place of Organization
Delaware
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7. Sole Voting Power
Number Of 0(2)
Shares ------------------------------------------
Beneficially 8. Shared Voting Power
Owned By 0(2)
Each Reporting ------------------------------------------
Person With 9. Sole Dispositive Power
0(2)
------------------------------------------
10. Shared Dispositive Power
0(2)
------------------------------------------
11. Aggregate Amount of Beneficially Owned By Each Reporting Person
0
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12. Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares [ ]
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13. Percent of Class Represented By Amount In Row (11)
0.0%
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14. Type Of Reporting Person(1)
Partnership - PN
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<PAGE>
(1) This is Amendment No. 1 to the Schedule 13D previously filed
by McCarthy Group, Inc. dated March 21, 1996 in order to
announce a change in investment purpose and to serve as the
initial Schedule 13D for the new Reporting Persons. In
addition, as this Amendment is the first electronic amendment
to the Schedule 13D, this Amendment shall restate the entire
text of the Schedule 13D.
(2) McCarthy Group, Inc. has indirect beneficial ownership of
78,702 shares of Common Stock of the Issuer owned by McCarthy
& Co., a wholly owned subsidiary, 4,080 shares of the Common
Stock held by the McCarthy & Co. 401(k) Plan, and 800 shares
as to which McCarthy Group Asset Management, Inc., a
wholly-owned subsidiary, has discretionary authority as to
disposition and voting of the shares. Michael R. McCarthy, the
Chairman of McCarthy Group, Inc., has stock options currently
exercisable or exercisable within the next 60 days for 9,000
shares of the Common Stock of the Issuer. Fulcrum Growth
Partners, L.L.C. currently owns no shares of the Common Stock
but may acquire shares in the future as described in Item 3
below. McCarthy Group, Inc., Michael R. McCarthy and Fulcrum
Growth Partners, L.L.C. are sometimes hereinafter referred to
as the "Reporting Persons".
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.
McCarthy Group, Inc. ("MGI") is a Nebraska corporation with its
principal place of business at 1125 South 103rd Street, Suite 450, Omaha,
Nebraska 68124. MGI's principal business is investment and merchant banking and,
through McCarthy & Co. and McCarthy Group Asset Management, Inc., investment
banking and investment management. The executive officers and directors of MGI
are as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Name and Address Occupation Citizenship
---------------- ---------- -----------
<S> <C> <C>
- ------------------------------------------------------------------------------
Michael R. McCarthy Director and U.S.
1125 S. 103rd St., Suite 450 Chairman of MGI
Omaha, NE 68124
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Richard L. Jarvis Director, Vice U.S.
1125 S. 103rd St., Suite 450 President,
Omaha, NE 68124 Secretary and
Treasurer of MGI
- ------------------------------------------------------------------------------
John T. Reed Director and U.S.
1125 S. 103rd St., Suite 450 President of MGI
Omaha, NE 68124
- ------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------
John Gottschalk Director of MGI U.S.
World-Herald Square and President and
1334 Dodge Street CEO of Omaha
Omaha, NE 68102 World-Herald Company
- ------------------------------------------------------------------------------
Robert D. Bates Director of MGI U.S.
8801 Indian Hills Drive and Chairman of
Omaha, NE 68114 the Board,
President and
CEO of Guarantee
Life Insurance Co.
- ------------------------------------------------------------------------------
Gerald H. Timmerman Director of MGI U.S.
Box 367 and President of
Springfield, NE 68059 Timmerman & Sons
Feeding Company
- ------------------------------------------------------------------------------
</TABLE>
Michael R. McCarthy's business address is 1125 South 103rd Street,
Suite 450, Omaha, Nebraska 68124. His present principal occupation and
employment is as Chairman of MGI. The name, principal business and address of
MGI is set forth above. Mr. McCarthy is a citizen of the United States.
Fulcrum Growth Partners, L.L.C. ("Fulcrum") is a Delaware limited
liability company with its principal place of business at 1125 South 103rd
Street, Suite 450, Omaha, Nebraska 68124. Fulcrum's principal business is to
engage in any activity and/or business for which limited liability companies
may be formed under the Delaware Limited Liability Company Act. MGI owns 20%
of Fulcrum and has complete and exclusive discretion and authority in the
management and control of its business and affairs as Fulcrum's Managing
Member.
During the last five years, none of the Reporting Persons nor (as
applicable) their respective officers, directors or controlling persons has
been involved in any criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has any of the foregoing been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which he/it 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.
MGI has not completed any additional purchases of Common Stock of
the Issuer since the filing of its original Schedule 13D.
In early 1996, MGI 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 MGI, MGI offered to
exchange shares of Common Stock of the Issuer valued at $14.625 per share as
of March 14, 1996. The common stock of MGI was valued at $25.00 per share. At
the initial closing
<PAGE>
of the Offering on March 15, 1996, MGI 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 MGI as consideration.
MGI used funds acquired by it in the Offering of its common stock to pay off
$413,461 in margin debt secured by the Issuer's Common Stock exchanged by
certain investors.
Michael R. McCarthy has acquired stock options that are currently
exercisable or will be exercisable within the next 60 days for 9,000 shares
of Common Stock of the Issuer. Such stock options were all issued to Mr.
McCarthy in connection with his services to the Issuer as a Director.
It is possible that additional purchases of Common Stock of the
Issuer may be made by Fulcrum Growth Partners, L.L.C., a Delaware limited
liability company (herein, "Fulcrum"). MGI owns a 20% interest in Fulcrum and
serves as the Managing Member of Fulcrum. As the Managing Member, MGI has
complete and exclusive discretion and authority in the management and control
of the business and affairs of Fulcrum. The source of consideration to be
used by Fulcrum to purchase additional shares of Common Stock of the Issuer
would be through capital contributions of its members. MGI may fund its
capital contribution with working capital and through an operating line of
credit with U.S. Bank.
Item 4. Purpose of Transaction.
MGI originally acquired the Common Stock in the Issuer for
investment to consolidate existing investments held by MGI and its investment
partners. This consolidation was accomplished by exchanging common stock of
MGI for outstanding securities in eight corporations or partnerships,
including the Issuer.
On December 15, 1999, the Issuer announced that it was undertaking a
corporate restructuring in order to improve its financial and operating
performance. As a part of the restructuring, Mr. McCarthy was appointed to
the position of Chairman of the Board of Issuer. On January 27, 2000, Mr.
McCarthy was granted options by Issuer to purchase 200,000 shares of Common
Stock as consideration for his services as Chairman, subject to shareholder
approval at a meeting scheduled for May 2000.
In late December, Mr. McCarthy proposed for consideration by a
special committee of the Board (excluding Mr. McCarthy and certain directors
affiliated with other major shareholders) an offer of MGI to advance $20
million to $40 million of additional capital to Issuer in the form of
subordinated notes with warrants for equity. The directors representing
another major shareholder indicated that such shareholder was willing to
participate in the proposal. The special committee decided that there was no
immediate need to accept the proposal, but recommended that the Board
continue to review the capital requirements of Issuer as its business is
restructured. It is possible that MGI may make another proposal to contribute
capital to Issuer in the future.
It is also possible that, in his capacity as Chairman of the Board
and a director of Issuer, Mr. McCarthy may recommend changes to the current
composition of the Board or the appointment of additional directors. Mr.
McCarthy may further recommend the adoption of additional plans or proposals
which may relate to or would result in one or more of the actions described
in subsections (a) through (j) of this Item 4, such as additional changes to
Issuer's organizational structure.
<PAGE>
Each of the Reporting Persons intends to monitor the affairs of the
Issuer closely and to periodically review its/his investment in the Issuer's
securities. Depending on the results of such monitoring and reviews and other
facts and circumstances then existing, including market conditions, 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
options, or otherwise, may acquire 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 acquiring a
greater interest (possibly even a majority interest) in the Issuer and a
commensurately greater voice in the affairs of the Issuer. Each of the
Reporting Persons may also dispose of all or a portion of the Common Stock or
other Issuer securities it/he now owns or may hereafter acquire if it/he
deems it to be in its/his financial best interests.
If any of the Reporting Persons decide to purchase additional shares
of Common Stock of Issuer, the Reporting Person may decide to make the
requisite filings under applicable insurance laws which will permit, but not
obligate, the Reporting Person to acquire in excess of 10% of the outstanding
shares of Common Stock of Issuer. No such purchases to acquire such ownership
shall occur without all requisite regulatory approvals.
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 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; (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.
a. MGI beneficially owns, and has sole voting and dispositive powers over,
742,628 shares of Common Stock, or 5.2% 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.
Michael R. McCarthy owns options currently exercisable or exercisable
within the next 60 days for shares of Common Stock of the Issuer. If
such options are exercised, Mr. McCarthy will beneficially own, and
have sole voting and dispositive powers over, 9000 shares of Common
Stock, or 0.1% 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.
Fulcrum does not presently own or have voting or dispositive powers
over any securities of the Issuer, including without limitation its
Common Stock.
<PAGE>
b. McCarthy Group Asset Management, Inc. ("MGAM") holds 800 shares of
Common Stock of the Issuer in a discretionary investment account
representing approximately .006% of the Common Stock outstanding. MGI
indirectly owns, through McCarthy & Co. and the McCarthy & Co. 401(k)
Plan, 82,782 shares of Common Stock of the Issuer, representing
approximately .6% of the Common Stock outstanding. Accordingly, MGI
possesses shared power to vote and shared power to dispose of 83,582
shares of Common Stock of the Issuer. MGI has the sole power to vote
and the sole power to dispose of 742,628 shares of Common Stock of the
Issuer.
The following information is provided with respect to the entities with
whom MGI shares the power to vote or dispose of the Common Stock of the
Issuer:
McCarthy & Co. ("MCC") is a Nebraska corporation with its principal
place of business at 1125 South 103rd Street, Suite 450, Omaha,
Nebraska 68124. MCC's principal business is investment banking and
investment management. The executive officers and directors of MCC are
as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Name and Address Occupation Citizenship
---------------- ---------- -----------
<S> <C> <C>
- ------------------------------------------------------------------------------
John T. Reed Director and U.S.
1125 S. 103rd St., Suite 450 Chairman of MCC
Omaha, NE 68124
- ------------------------------------------------------------------------------
Michael R. McCarthy Director of MCC U.S.
1125 S. 103rd St., Suite 450
Omaha, NE 68124
- ------------------------------------------------------------------------------
Scott A. Schmidt Director and U.S.
1125 S. 103rd St., Suite 450 President of MCC
Omaha, NE 68124
- ------------------------------------------------------------------------------
Richard L. Jarvis Secretary and U.S.
1125 S. 103rd St., Suite 450 Treasurer of MCC
Omaha, NE 68124
- ------------------------------------------------------------------------------
</TABLE>
McCarthy Group Asset Management, Inc. ("MGAM") is a Nebraska corporation with
its principal place of business at 1125 South 103rd Street, Suite 450, Omaha,
Nebraska 68124. MGAM's principal business is investment management. The
executive officers and directors of MGAM are as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Name and Address Occupation Citizenship
---------------- ---------- -----------
<S> <C> <C>
- ------------------------------------------------------------------------------
Michael R. McCarthy Director and U.S.
1125 S. 103rd St., Suite 450 Chairman of
Omaha, NE 68124 MGAM
- ------------------------------------------------------------------------------
Richard L. Jarvis Director and U.S.
1125 S. 103rd St., Suite 450 President of
Omaha, NE 68124 MGAM
- ------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------
John T. Reed Secretary and U.S.
1125 S. 103rd St., Suite 450 Treasurer of
Omaha, NE 68124 MGAM
- ------------------------------------------------------------------------------
</TABLE>
The McCarthy & Co. 401(k) plan (the "Plan") is organized under the
Internal Revenue Code of 1986, as amended. Its trustees are Michael R.
McCarthy and Richard L. Jarvis, and it has its principal place of
business and principal office at 1125 South 103rd Street, Suite 450,
Omaha, Nebraska 68124. The Plan's principal business is to hold and
invest tax-deferred funds of qualifying employees of McCarthy & Co. and
its affiliates.
See Item 2 above for the relevant information regarding Michael R.
McCarthy. Richard L. Jarvis' business address is 1125 South 103rd
Street, Suite 450, Omaha, Nebraska 68124. His present principal
occupation is President of MGAM. Mr. Jarvis is a citizen of the United
States.
During the last five years, none of MCC, MGAM, the Plan, Mr. McCarthy,
Mr. Jarvis or (as applicable) their respective officers or directors
has been involved in any criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such person or entity
been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he/it has been or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandatory activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Michael R. McCarthy owns options currently exercisable or exercisable
within the next 60 days for 9,000 shares of Common Stock of the Issuer.
Upon the exercise of any or all of such options, Mr. McCarthy will have
the sole power to vote and the sole power to dispose of the underlying
Common Stock.
Fulcrum does not presently own or have sole or shared voting or
dispositive power over any securities of the Issuer, including without
limitation its Common Stock.
c. None of the persons or entities named in paragraph (a) of this Item 5
has engaged in any transactions in the Common Stock of the Issuer in
the past 60 days.
d. See response to Item 5b. above. MGI also entered into an agreement for
an operating line of credit with U.S. Bank on December 30, 1999 ("Loan
Agreement"). In connection with the execution of the Loan Agreement,
MGI and U.S. Bank entered into a Security Agreement-Collateral Pledge
Agreement ("Pledge Agreement") pursuant to which MGI granted U.S. Bank
a security interest in the 742,628 shares of Issuer's Common Stock over
which it has sole voting and dispositive powers (see Item 5a. above),
as well as in all present and future proceeds, increases and income
derived therefrom ("Collateral"). The Pledge Agreement grants U.S. Bank
the right to receive all income and proceeds from the Collateral and to
add it to the existing Collateral, and requires MGI to deliver all such
income and proceeds to U.S. Bank.
e. N/A
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
MGI entered into an Investment Services Agreement with MCC on March
15, 1996, whereby MCC, for a fee, has agreed to use its best efforts and
provide services to seek out and recommend to the Board of Directors of MGI
suitable investments in accord with the investment objectives and the
investment attributes outlined by MGI. The Investment Services Agreement was
assigned to MGAM in 1999. 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 MGI.
MGI entered into an agreement for an operating line of credit with
U.S. Bank on December 30, 1999 ("Loan Agreement"). MGI has not borrowed under
the line of credit for purposes of acquiring securities of the Issuer as of
the date hereof. In the event that Fulcrum purchased additional Common Stock
of the Issuer, it would obtain funds to do so from capital contributions of
its members. MGI may obtain its capital contribution partly from working
capital and partly through the line of credit. Concurrently with the
execution of the Loan Agreement, MGI and U.S. Bank entered into a Security
Agreement-Collateral Pledge Agreement ("Pledge Agreement") pursuant to which
MGI granted U.S. Bank a security interest in the 742,628 shares of Issuer's
Common Stock over which MGI has sole voting and dispositive powers (see Item
5a. above), as well as in all present and future proceeds, increases and
income derived therefrom ("Collateral"). The Loan Agreement and Pledge
Agreement contain standard default terms. If any event of default occurs,
U.S. Bank may enforce its security interest in the Collateral and exercise
all rights therein which are normally incident to the ownership of
securities, including the rights to retain it or to sell it. No event of
default has occurred as of the date hereof. MGI may sell part or all of the
Collateral so long as no event of default would result therefrom, each sale
is at arm's-length and MGI receives at least the fair market value of the
Collateral.
In consideration for Mr. McCarthy's assuming the position of
Chairman of the Board of Issuer, Issuer granted Mr. McCarthy options to
purchase 200,000 shares of Common Stock. The granting of these options is
conditioned upon approval by the Issuer's shareholders at a meeting scheduled
for May 2000.
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.
<TABLE>
<CAPTION>
Exhibit
No. Description
- -------- -----------
<S> <C>
1 Joint Filing Agreement and Power of Attorney
2 Letter confirming Option Arrangement between
Mr. McCarthy and Issuer
</TABLE>
<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.
McCARTHY GROUP, INC., a Nebraska corporation
Date: February 18, 2000 By: /s/ MICHAEL R. McCARTHY
------------------------------
Michael R. McCarthy, Chairman
/s/ MICHAEL R. McCARTHY
------------------------------
Michael R. McCarthy
FULCRUM GROWTH PARTNERS, L.L.C., a Delaware
limited liability company
By: McCARTHY GROUP, INC., a Nebraska
corporation, Managing Member
By: /s/ MICHAEL R. McCARTHY
------------------------------
Michael R. McCarthy, Chairman
<PAGE>
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 Michael R. McCarthy or Richard L. Jarvis, 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.
McCARTHY GROUP, INC., a Nebraska corporation
Date: February 18, 2000 By: /s/ MICHAEL R. McCARTHY
------------------------------
Michael R. McCarthy, Chairman
/s/ MICHAEL R. McCARTHY
------------------------------
Michael R. McCarthy
FULCRUM GROWTH PARTNERS, L.L.C., a Delaware
limited liability company
By: McCARTHY GROUP, INC., a Nebraska
corporation, Managing Member
By: /s/ MICHAEL R. McCARTHY
------------------------------
Michael R. McCarthy, Chairman
<PAGE>
EXHIBIT 2
[ACCEPTANCE INSURANCE COMPANIES LETTERHEAD]
February 11, 2000
VIA FACSIMILE
Ms. Margaret E. Lacey
Chief Financial Officer
McCarthy & Co.
Suite 450
1125 South 103rd Street
Omaha, NE 68124
Re: Acceptance Insurance Companies Inc.
Michael R. McCarthy Stock Options
Dear Ms. Lacey:
You have asked for confirmation of the recent action of Acceptance
Insurance Companies Inc. ("Company") regarding the compensation of Michael R.
McCarthy for his services as Chairman of the Company Board of Directors.
The Company Board met on January 27, 2000. During that meeting they
considered a report by the Board's Compensation Committee regarding
compensation for Mr. McCarthy's services as Chairman. Following discussion,
the Board granted Mr. McCarthy, subject to Shareholder approval, options to
purchase 200,000 shares of the Company's Common Stock.
This action will be reflected in the Minutes of Directors' January 27,
2000 meeting which will be submitted for approval at their next regularly
scheduled meeting.
Please contact me if you require any further information concerning this
matter.
Very truly yours,
/s/ J. MICHAEL GOTTSCHALK
-----------------------------
J. Michael Gottschalk
General Counsel and Secretary
