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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ACCEPTANCE INSURANCE COMPANIES INC.
(Name of Issuer)
Common Stock, $0.40 par value
(Title of Class of Securities)
68417-60-0
(CUSIP Number)
Margaret L. Doyle
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)
May 15, 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 [ ].
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CUSIP NO. 68417-60-0
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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 (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
Nebraska
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7. Sole Voting Power
897,728
Number Of --------------------------------------------
Shares 8. Shared Voting Power
Beneficially 83,582
Owned By --------------------------------------------
Each Reporting 9. Sole Dispositive Power
Person With 897,728
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10. Shared Dispositive Power
83,582
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
981,310
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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)
6.9%
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14. Type Of Reporting Person
Corporation - CO
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CUSIP NO. 68417-60-0
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1. Names of Reporting Persons
I.R.S. Identification No. of Above Persons (entities only)
Michael R. McCarthy
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2. Check the Appropriate Box if a Member of A Group (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
Nebraska
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7. Sole Voting Power
9,000
Number Of --------------------------------------------
Shares 8. Shared Voting Power
Beneficially 0
Owned By --------------------------------------------
Each Reporting 9. Sole Dispositive Power
Person With 9,000
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10. Shared Dispositive Power
0
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11. Aggregate Amount of Beneficially Owned By Each Reporting Person
9,000
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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)
0.1%
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14. Type Of Reporting Person
Individual - IN
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Item 1. Security and Issuer.
The Schedule 13D filed with the U.S. Securities and Exchange Commission
on March 21, 1996 and amended on February 18, 2000, by the Reporting Persons,
relating to the common stock, par value $0.40 per share ("Common Stock") of
Acceptance Insurance Companies, Inc., a Nebraska corporation ("Issuer"), is
amended to furnish the additional information set forth herein. All capitalized
terms used herein, but not otherwise defined herein, shall have the meanings
ascribed thereto in the previously filed Schedule 13D, as amended.
Item 2. Identity and Background.
Fulcrum Growth Partners, L.L.C. ("Fulcrum") was identified as a
Reporting Person on the amendment to Schedule 13D filed on February 18, 2000
(the "First Amendment"). Fulcrum has decided that it does not intend to acquire
Common Stock, and accordingly it is hereby deleted as a Reporting Person for all
purposes of Schedule 13D, as amended.
Item 3. Source and Amount of Funds or Other Consideration.
MGI has used working capital funds to purchase additional Common Stock
(hereinafter the "Newly Acquired Stock") for $655,588 (excluding commissions
paid), as more fully described in Item 5c below.
Item 4. Purpose of Transaction.
In the First Amendment, each of the Reporting Persons disclosed that
it/he intended to monitor the affairs of the Issuer closely and periodically
monitor its/his investment in the Issuer's securities. Each of the Reporting
Persons also disclosed that (a) depending on the results of such monitoring and
reviews and other facts and circumstances then existing, including market
conditions, it was possible that it/he might acquire Common Stock or other
Issuer securities, and (b) any such acquisition might 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. While
the Reporting Persons have not yet determined to acquire a majority interest in
the Issuer, MGI has acquired the Newly Acquired Stock with a view to acquiring a
greater interest and a commensurately greater voice in the affairs of Issuer. 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 additional shares of Common Stock or other Issuer
securities.
Issuer is a Nebraska corporation and is deemed to be a "domestic
insurer" for purposes of the Nebraska Insurance Holding Company System Act (the
"Act"). The Act requires any person who seeks to acquire voting securities of a
domestic insurer to file an informational statement (a "Form A") with the
Nebraska Director of Insurance ("Director"), if such acquisition will result in
its ownership of ten percent or more of the insurer's outstanding voting
securities. The Director must approve the acquisition before it is consummated.
MGI is in the process of preparing a Form A and plans to file it in the near
future.
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Item 5. Interest in Securities of the Issuer.
a. MGI beneficially owns, and has sole voting and dispositive powers over,
897,728 shares of Common Stock, or 6.3% 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.
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 897,728 shares of Common Stock of the
Issuer.
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.
c. The following table sets forth all transactions with respect to the
Newly Acquired Shares. All such transactions were effected in the open
market, the table excludes commissions paid.
<TABLE>
<CAPTION>
Name Date No. of Shares Price Per Share
Purchased
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<S> <C> <C> <C>
MGI 3/28/00 30,000 $5.00
MGI 5/08/00 20,000 $3.9797
MGI 5/10/00 28,000 $4.00
MGI 5/11/00 22,600 $4.00
MGI 5/12/00 35,000 $4.125
MGI 5/15/00 19,500 $4.0625
</TABLE>
d. In December 1999, MGI entered into a Security Agreement with U.S.
Bank National Association ("U.S. Bank"), pursuant to which it granted
to U.S. Bank a security interest in certain of its assets, whether
currently existing or thereafter acquired, and all products and
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proceeds thereof ("MGI Collateral"). The Newly Acquired Shares are
deemed to be MGI Collateral, as are all other shares of Common Stock
owned by MGI.
6. See response to Item 5d above. The Security Agreement contains standard
default terms. If any event of default occurs, U.S. Bank may enforce
its security interest in the MGI 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 MGI
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 MGI Collateral.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth on this
statement is true, correct and complete.
MCCARTHY GROUP, INC., a Nebraska corporation
Date: May 18, 2000 By: /s/ Margaret L. Doyle
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Margaret L. Doyle, Secretary and
Chief Financial Officer
/s/ Michael R. McCarthy
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Michael R. McCarthy
