UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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 21, 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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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)
11.8%
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 106,559
Shares 8 Shared Voting Power
Beneficially 1,680,345
Owned By 9 Sole Dispositive Power
Each Reporting 106,559
Person With 10 Shared Dispositive Power
1,680,345
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,786,904
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent Of Class Represented By Amount In Row (11)
12.5%
14 Type Of Reporting Person*
IN
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Edward W. Elliott, Jr.
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 225,000
Shares 8 Shared Voting Power
Beneficially 0
Owned By 9 Sole Dispositive Power
Each Reporting 225,000
Person With 10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
225,000
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent Of Class Represented By Amount In Row (11)
1.6%
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
George F. 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 142,476
Shares 8 Shared Voting Power
Beneficially 0
Owned By 9 Sole Dispositive Power
Each Reporting 142,476
Person With 10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
142,476
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent Of Class Represented By Amount In Row (11)
1.0%
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 247,944
Shares 8 Shared Voting Power
Beneficially 1,680,345
Owned By 9 Sole Dispositive Power
Each Reporting 247,944
Person With 10 Shared Dispositive Power
1,680,345
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
1,928,289
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent Of Class Represented By Amount In Row (11)
13.5%
14 Type Of Reporting Person*
IN
<PAGE>
SCHEDULE 13D
This is Amendment No. 5 to the Schedule 13D previously filed by Doug
T. Valassis, Amendment No. 2 to the Schedule 13D previously filed by D.
Craig Valassis and VELP, L.L.C., and is also an initial filing of a Schedule
13D by Edward W. Elliott, Jr., and George F. Valassis in order to report the
addition of Mr. Elliott and Mr. Valassis to the Group and additional
purchases of the common stock, $0.40 par value per share (the "Common
Stock") of Acceptance Insurance Companies, Inc. (the "Issuer"). The Group
is presently comprised of VELP 2, L.L.C., Doug T. Valassis, D. Craig
Valassis, Edward W. Elliott, Jr. and George F. Valassis.
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. George F. Valassis is a citizen of
the United States of America and is the father of Doug and D. Craig
Valassis. Edward W. Elliott is a citizen of the United States of America.
The business address of all such individuals 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. The business address of VELP 2, L.L.C., is 520 Lake Cook Road, Suite
380, Deerfield, Illinois 60015.
The principal occupation of Doug T. Valassis is President, Director
and Chief Executive Officer of Franklin Enterprises, Inc., a private
investment company ("Franklin"). 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 ("Valassis Enterprises") 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
Franklin and Valassis Enterprises is 520 Lake Cook Road, Suite 380,
Deerfield, Illinois 60015.
The principal occupation of both D. Craig Valassis and Edward W.
Elliott, Jr. is that of a Vice President of Franklin. George F. Valassis is
retired and is a private investor. Doug T. Valassis is also the Chairman
and a director of Lindner Asset Management, Inc., a Michigan corporation
("Lindner 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 Lindner Management. Lindner Management is an investment
adviser registered under the Investment Advisers Act of 1940 and is the
adviser for Lindner Investments. Since December 22, 1992, Doug T. Valassis
and Edward W. Elliott, Jr. have also been directors of the Issuer. The
Members of the Group 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 acquisitions of Common Stock of the Issuer required to be
reported by members of the Group have previously been reported on this
Schedule 13D and the several prior amendments hereto, except for the
following: (a) Doug T. Valassis purchased with personal funds 3,000 shares
of Common Stock in 1999 by exercising stock options previously granted to
him by the Issuer; (b) Doug T. Valassis acquired beneficial ownership of an
additional 8,000 shares of Common Stock in December 1999 when such shares
were distributed to Valassis Enterprises upon its withdrawal as a partner
from an unaffiliated investment partnership that had held such shares; (c)
Doug T. Valassis, D. Craig Valassis, Edward W. Elliott, Jr., and George F.
Valassis each acquired, using personal funds, beneficial ownership of 87,500
shares of Common Stock of the Issuer on March 21 and 22, 2000.
ITEM 4. Purpose of Transaction.
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. The Reporting Persons
intend to consult with each other and act in concert with respect to matters
presented to stockholders of the Issuer for a vote, and will also consult
with one another, but will not necessarily act in concert, when considering
the purchase of additional shares or the sale of any shares owned by them.
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.
(a), (b). VELP 2, L.L.C., beneficially owns 1,680,345 shares of
Common Stock (11.8% of the outstanding shares), based on the number of
outstanding shares of the Issuer as reported in its most recent Annual
Report on Form 10-K. Voting and dispositive power with respect to such
shares is controlled jointly by Doug T. Valassis and D. Craig Valassis, in
their capacities as the owners and executive officers of Brisbane
Corporation, the manager of VELP 2, L.L.C.
Doug T. Valassis beneficially owns 1,928,289 shares of Common Stock,
or 13.5% of the outstanding Common Stock, as follows: 1,680,345 shares of
Common Stock beneficially owned by VELP 2, L.L.C., as to which Mr. Valassis
shares voting and dispositive powers through his ownership and control of
the Manager of VELP 2, L.L.C.; 230,379 shares of Common Stock beneficially
owned by Mr. Valassis directly as to which he has sole voting and
dispositive powers; 2,065 shares of Common Stock beneficially owned by
Franklin, as to which Mr. Valassis shares voting and dispositive powers
through his role as a director and President of Franklin; 8,000 shares of
Common Stock beneficially owned by Valassis Enterprises as to which Mr.
Valassis shares voting and dispositive powers; and 7,500 shares of Common
Stock 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.
D. Craig Valassis beneficially owns 1,786,904 shares of Common
Stock, or 12.5% of the outstanding Common Stock, as follows: 1,680,345
shares of Common Stock 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 106,559
shares of Common Stock beneficially owned by Mr. Valassis as to which he has
sole voting and dispositive powers.
George F. Valassis beneficially owns 140,411 shares of Common Stock
(1.0% of the outstanding shares), as to which he has sole voting and
investment power.
Edward W. Elliott, Jr., beneficially owns 225,000 shares of Common
Stock (1.6% of the outstanding shares), as to which he has sole voting and
dispositive powers. This amount includes 10,500 shares of Common Stock
that Mr. Elliott may acquire upon exercise of currently exercisable options
issued to him in his capacity as a director of the Issuer.
(c) During the past 60 days, the following purchase of Common
Stock were made by members of the Group, all in open market transactions on
the New York Stock Exchange:
Price Number
Date Per Share Total of Shares
---- --------- ----- ---------
Doug T. Valassis 3/21/2000 $4.00 $150,000 37,500
3/22/2000 $4.00 $200,000 50,000
D. Craig Valassis 3/21/2000 $4.00 $150,000 37,500
3/22/2000 $4.00 $200,000 50,000
George F. Valassis 3/21/2000 $4.00 $150,000 37,500
3/22/2000 $4.00 $200,000 50,000
Edward W. Elliott, Jr. 3/21/2000 $4.00 $150,000 37,500
3/22/2000 $4.00 $200,000 50,000
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: March 24, 2000 By: /S/ DOUG T. VALASSIS
Doug T. Valassis, President
Date: March 24, 2000 *
D. Craig Valassis
Date: March 24, 2000 /S/ DOUG T. VALASSIS
Doug T. Valassis
Date: March 24, 2000 /S/ EDWARD W. ELLIOTT, JR.
Edward W. Elliott, Jr.
Date: March 24, 2000 /S/ GEORGE F. VALASSIS
George F. Valassis
- ---------
*By: /S/ DOUG T. VALASSIS
Doug T. Valassis, Attorney-in-fact
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: March 24, 2000
/S/ GEORGE F. VALASSIS
George F. Valassis
/S/ EDWARD W. ELLIOTT, JR.
Edward W. Elliott, Jr.
