<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
PEKIN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
- --------------------------------------------------------------------------------
COMMON STOCK
$1.25 Par Value Per Share
(Title of Class of Securities)
CUSIP No. 705634103
- --------------------------------------------------------------------------------
William E. Tunis, Sr. Vice President Robert J. Loots
Secretary and Treasurer von Briesen, Purtell & Roper, s.c.
Pekin Life Insurance Company Suite 700
2505 Court Street 411 E. Wisconsin Avenue
Pekin, Illinois 61558 Milwaukee, Wisconsin 53202
(309) 346-1161 (414) 276-1122
(Names, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications)
- --------------------------------------------------------------------------------
April 22, 1999
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* 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> 2
CUSIP No. 705634103
1) Names of Reporting Persons and I.R.S. Identification Nos. of Above
Persons (entities only)
Pekin Insurance Company 37-6028411
- --------------------------------------------------------------------------------
2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group.)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds WC
- --------------------------------------------------------------------------------
5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e) of
Schedule 13D
Not Required
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization Illinois
- --------------------------------------------------------------------------------
7) Sole Voting Power 0
-----------------------------------------
Number of Shares 8) Shared Voting Power 8,749,406
Beneficially Owned -----------------------------------------
by Each Reporting Person 9) Sole Dispositive Power 0
With -----------------------------------------
10) Shared Dispositive Power 8,749,406
-----------------------------------------
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Reporting Person
8,749,406
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Inapplicable
- --------------------------------------------------------------------------------
<PAGE> 3
13) Percent of Class Represented by Amount in Row (11)
50.02%
- --------------------------------------------------------------------------------
14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
CUSIP No. 705634103
1) Names of Reporting Persons and I.R.S. Identification Nos. of Above
Persons (entities only)
The Farmers Automobile Insurance Association 37-0268670
- --------------------------------------------------------------------------------
2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group.)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds WC
- --------------------------------------------------------------------------------
5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e) of
Schedule 13D
Not Required
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization Illinois
- --------------------------------------------------------------------------------
7) Sole Voting Power 0
----------------------------------------
Number of Shares 8) Shared Voting Power 8,749,406
Beneficially Owned ----------------------------------------
by Each Reporting Person 9) Sole Dispositive Power 0
With ----------------------------------------
10) Shared Dispositive Power 8,749,406
----------------------------------------
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Reporting Person
<PAGE> 4
8,749,406
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Inapplicable
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
50.02%
- --------------------------------------------------------------------------------
14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
This Report relates to the common stock, par value $1.25 per share ("Shares"),
of Pekin Life Insurance Company ("Issuer"). The Report on Schedule 13D filed by
Farmers Automobile Insurance Association ("Farmers") and its subsidiary, Pekin
Insurance Company ("Pekin Casualty") dated November 25, 1985 ("Original
Report"), as amended by FAIA and Pekin Casualty between December 30, 1985 and
March 31, 1997 ("Amendment Nos. 1-7"), is hereby amended and supplemented as set
forth below. The Original Report, as amended, is hereinafter referred to as
"Schedule 13D" or "Statement."
Pursuant to Section 232.101 of Regulation S-T, which provides that an amendment
to a paper format Schedule 13D filed by a registrant that has become subject to
mandated electronic filing shall be in electronic format and the first such
amendment shall restate the entire text of the Schedule 13D, the Original Report
and Amendment Nos. 1-7 are being filed as part of this Report as Attachment 1
and Attachments 2-8 respectively, hereto and are hereby incorporated by
reference herein for all purposes. Because previously filed paper exhibits to a
Schedule 13D are not required to be restated electronically, exhibits to the
Original Report and Amendment Nos. 1-7 are not being refiled with this report.
The descriptions contained in this Report of certain agreements and documents
are qualified in their entirety by reference to the complete texts of such
agreements and documents, which have been filed as exhibits to the Schedule 13D,
as amended by this Report, and incorporated by reference herein.
Amendment No. 8 to
Schedule 13D
Item 4. Purpose of Transaction. Item 4 of the Statement is hereby amended by
inserting the following at the end of the item:
A 100 percent stock dividend was declared by the Board of Directors to
shareholders of record as of
<PAGE> 5
May 2, 1997. During 1998, the Issuer reacquired 74,000 shares of its common
stock. As of April 22, 1999, the Issuer has reacquired an additional 34,400
shares of its common stock.
Item 5. Interest in Securities of the Issuer. Item 5 of the Statement is hereby
amended to read in its entirety as follows:
The interests of the Reporting Persons in the common stock of the
Issuer are as follows:
<TABLE>
<CAPTION>
Percent of
Shares Ownership
---------- ----------
<S> <C> <C>
Farmers 7,455,630 42.62%
Pekin Casualty 1,293,776 7.40%
Total Aggregate No. of Shares
and Ownership Percentage 8,749,406 50.02%
Total Shares Outstanding 17,491,600 100.00%
</TABLE>
No transactions by the Reporting Persons with respect to the Shares have
occurred during the sixty days preceding this Amendment.
Pekin Casualty is wholly owned by Farmers.
Decisions with respect to the voting and disposition of shares of
common stock and other securities, including the Shares of the Issuer, owned by
Farmers and Pekin Casualty are made by an Advisory Committee. The Advisory
Committee consists of six persons, all of whom are directors of the Issuer,
Pekin Casualty and Farmers. Because of the role of the Advisory Committee in
directing the voting and disposition of the Shares, all Shares owned by Farmers
and Pekin Casualty share voting and dispositive power.
The members of the Advisory Committee, as of April 22, 1999, are
identified below. The Shares of the Issuer beneficially owned by each member,
are set forth next to the member's name.
<TABLE>
<CAPTION>
Advisory Committee Shares Beneficially Owned
- ------------------ -------------------------
<S> <C>
R. Michael Weir, Chairman 24,848
Steven R. Anderson, Vice Chairman 11,738
Ronald G. Beck 5,900
Robert W. Scheffler 43,270
L. Neal Tay 11,407
Sylvan L. Franklin 10,844
------
</TABLE>
<PAGE> 6
Total Aggregate Number of Shares 108,007
=======
Total Ownership Percentage .62%
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
THE FARMERS AUTOMOBILE PEKIN INSURANCE COMPANY
INSURANCE ASSOCIATION BY
FARMERS AUTOMOBILE MANAGEMENT
CORPORATION, ATTORNEY-IN-FACT
By: By:
------------------------------ --------------------------------
Robert W. Scheffler, Robert W. Scheffler,
President President
Attest: Attest:
---------------------------- ----------------------------
William E. Tunis William E. Tunis
Secretary Secretary
Date: May 3, 1999 Date: May 3, 1999
<PAGE> 7
Attachment 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Statement on
SCHEDULE 13D
Filed Pursuant to Rule 13d-1
Under the Securities Exchange Act of 1934
- --------------------------------------------------------------------------------
PEKIN INSURANCE COMPANY
(Issuer to Which This Statement Relates)
- --------------------------------------------------------------------------------
COMMON STOCK
$2.50 Par Value Per Share
(Title of Class of Securities)
CUSIP No. 705634103
- --------------------------------------------------------------------------------
William Tunis, Sr. Vice President Robert J. Loots
Secretary and Treasurer von Briesen, Purtell & Roper, s.c.
Pekin Life Insurance Company 411 East Wisconsin Avenue
2505 Court Street Suite 700
Pekin, Illinois 61558 Milwaukee, WI 53202
(309)346-1161 (414)276-1122
(Names, Addresses and Telephone Numbers
of Persons Authorized to Receive Notices and Communications)
- --------------------------------------------------------------------------------
November 25, 1985
(Date of Event Which Requires
Filing of This Statement)
- --------------------------------------------------------------------------------
Check the following box if a fee is being paid
with this statement. [X]
- --------------------------------------------------------------------------------
<PAGE> 8
CUSIP No. 705634103
(1) Name and I.R.S. Identification Number and Number of Reporting Person
Pekin Insurance Company 37-6028411
- --------------------------------------------------------------------------------
(2) Member of a Group
(a)
(b) x (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group.)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned (8) Shared Voting Power 272,090
by Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Power 272,090
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
272,090
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
<PAGE> 9
(13) Percent of Class Represented by Amount in Row (11)
34.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
CUSIP No. 705634103
(1) Name and I.R.S. Identification Number and Number of Reporting Person
The Farmers Automobile Insurance Association 37-0268670
- --------------------------------------------------------------------------------
(2) Member of a Group
(a)
(b) x (The reporting person does describe herein a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group.)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned (8) Shared Voting Power 272,090
by Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Power 272,090
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
272,090
<PAGE> 10
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
34.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC HC
Item 1. Security and Issuer
The securities to which this Statement relates are the shares
of common stock, par value $2.50 per share (the "Shares"), of the Pekin Life
Insurance Company (the "Issuer"). The Issuer is an Illinois insurance company
engaged in the principal business of offering and selling life, accident and
health insurance which was formed on April 28, 1965. The Shares are traded in
the over-the-counter market. The Issuer has its principal business and executive
offices at 2505 Court Street, Pekin, Illinois 61558.
This Statement relates to the proposed issuance of 200,000 shares of
the Issuer's previously authorized and unissued common stock to The Farmers
Automobile Insurance Association ("Farmers"), an inter-insurance exchange, with
the same principal place of business as the Issuer. As set forth in Item 4, the
Board of Directors of the Issuer has authorized the issuance of 200,000 to
Farmers, subject to final approval by the Illinois Director of Insurance, in
exchange for a capital contribution to the Issuer of $6,000,000.
This Statement also relates to the beneficial ownership of
more than 5% of the common stock of the Issuer Farmers and its subsidiary, Pekin
Insurance Company ("Pekin Casualty"), an Illinois insurance company, which also
maintains the same principal place of business as the Issuer.
Item 2 Identity and Background.
The persons filing this statement are identified as follows:
(1) (a) Name: The Farmers Automobile Insurance Association
(b) Principal Business and Office Address:
2505 Court Street, Pekin, Illinois 61558
(c) Principal Business: A reciprocal insurance organization, also
described as an inter-insurance exchange, which provides full
motor vehicle collision and
<PAGE> 11
property and casualty insurance coverage to members with
claims paid from the pooled premiums or deposits paid by
members.
(2) (a) Name: Pekin Insurance Company
(b) Principal Business and Office Address:
2505 Court Street, Pekin, Illinois 61558
(c) Principal Business: An insurance company which offers
insurance covering property and casualty risks.
Farmers is an association of members and, as such, is not a separate
legal entity. All business of Farmers is conducted and transacted by its
attorney-in-fact, Farmers Automobile Management Corporation ("Farmers
Management"), which has been appointed attorney-in-fact by the members of the
inter-insurance exchange.
Neither Farmers, Farmers Management nor Pekin Casualty, or any
executive officer or director of Farmers Management or Pekin Casualty, have been
convicted in a criminal proceeding during the past five (5) years (excluding
traffic violations or similar misdemeanors). Neither Farmers, Farmers Management
nor Pekin Casualty, or any executive officer or director of Farmers Management
or Pekin Casualty, have been a party to any civil judicial or administrative
proceedings during the past five (5) years resulting in judgments, decrees or
final orders enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws.
The insurance laws of the State of Illinois govern the insurance
business transacted on behalf of Farmers by Farmers Management. Farmers
Management is an Illinois corporation with the same principal place of business
as Farmers, Pekin Casualty and the Issuer. The directors and principal executive
officers of Farmers Management, Pekin Casualty and the Issuer are identical.
Pekin Casualty is organized and operated under Illinois insurance law. All of
the principal executive officers and directors of Farmers Management, Pekin
Casualty and the Issuer are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
All funds to be used by Farmers in acquiring the 200,000 Shares
proposed to be issued by the Issuer, subject to approval by the Illinois
Director of Insurance, will be from Farmers' working capital. All funds used by
Farmers and Pekin Casualty to purchase the Shares currently held were from the
working capital of the two reporting persons.
Item 4. Purpose of Transaction.
The primary purpose of the proposed issuance of 200,000 Shares to
Farmers is to obtain additional capital for the Issuer for use in meeting future
building needs. Currently, the Issuer, Farmers and Pekin Casualty share a common
principal place of business and common facilities and personnel for many
business and administrative functions. If the Illinois Director of Insurance
approves issuance of 200,000 shares by the Issuer to Farmers at a price of $30
per
<PAGE> 12
share, representing an aggregate price of $6,000,000, the capital contribution
will be utilized by the Issuer to expand its business facilities. The Issuer's
Board of Directors approved the issuance of the Shares at its meeting on Monday,
November 25, 1985.
Prior purchases of the Issuer's Shares by the reporting persons were
made primarily for the purpose of investment. The reporting persons have also
acquired shares in order to obtain efficiencies in the management and control of
Farmers, Pekin Casualty and the Issuer.
During the 60 days immediately preceding the filing of this Statement,
Farmers acquired 8,900 Shares in an open-market transaction. The transaction
occurred on October 10, 1985, at a price of $20.75 per share for an aggregate
price of $184,675.00. The transaction was effected through Blunt Ellis & Loewi
Incorporated, one of the brokerage firms acting as a market maker of the Shares.
As noted above, the primary purpose of such purchase was for the purpose of
investment and to facilitate the maintenance of an orderly market for the
Issuer's Shares by acquiring the excess inventory held by Blunt Ellis & Loewi
Incorporated for which there were no interested purchasers.
Item 5. Interest inSecurities of the Issuer.
The current interest of the reporting persons in the common stock of the Issuer
are as follows:
<TABLE>
<CAPTION>
Percent of
Shares Ownership
------ ---------
<S> <C> <C> <C>
(1) Farmers 201,080 25.1%
(2) Pekin Casualty 71,010 8.9%
-------- --------
Total Aggregate Number of Shares
and Ownership Percentage 272,090 34.0%
Total Shares Outstanding 800,000
</TABLE>
If the issuance of 200,000 Shares to Farmers is approved by the
Illinois Director of Insurance and the transaction is effected, the interests of
the reporting persons in the common stock of the Issuer will be as follows:
<TABLE>
<CAPTION>
Percent of
Shares Ownership
------ ---------
<S> <C> <C> <C>
(1) Farmers 401,080 40.1%
(2) Pekin Casualty 71,010 7.1%
-------- -------
Total Aggregate Number of Shares
and Ownership Percentage 472,090 47.2%
</TABLE>
<PAGE> 13
<TABLE>
<S> <C>
Total Shares Outstanding 1,000,000
</TABLE>
Substantially all of the outstanding common stock of Pekin Casualty is
owned by Farmers, with the exception of nine qualifying shares owned by the
directors of Pekin Casualty.
Decisions with respect to the voting and disposition of shares of
common stock and other securities, including the Shares of the Issuer, owned by
Farmers and Pekin Casualty are made by an Advisory Committee. The Advisory
Committee consists of 8 persons, 6 of whom are directors of the Issuer, Pekin
Casualty and Farmers Management, and 2 of whom are outside of the management of
those companies. Because of the role of the Advisory Committee in directing the
voting and disposition of the Shares, all Shares owned by Farmers and Pekin
Casualty share voting and dispositive power.
The members of the Advisory Committee, as of November 25, 1985, are
identified below. The Shares of the Issuer beneficially owned by each member, as
of that date, are set forth next to the member's name.
<TABLE>
<CAPTION>
Advisory Committee Shares Beneficially Owned
- ------------------ -------------------------
<S> <C>
Ralph Heim, Chairman 2,500
T. E. Murphy 500
Curtis Mahaffey, Vice Chairman 2,880
Walter R. McCoy 5,432
Paul Plesko 400
Arthur W. Anderson 20,360
Merlyn E. Lower 7,320
Dale W. Sarver 9,120
------
Total Aggregate Number of Shares 48,512
Total Ownership Percentage 6.1%
</TABLE>
See Item 4 for information regarding the transaction in the Issuer's
Shares by the reporting persons during the sixty-day period immediately
preceding the filing of this Statement.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer.
<PAGE> 14
The Issuer, Farmers and Herget National Bank (as Escrowee) have entered
into an Escrow Agreement with respect to the proposed issuance of 200,000 shares
by the Issuer to Farmers and will enter into a Subscription Agreement if the
transaction is approved by the Illinois Director of Insurance. Copies of these
agreements are attached hereto as Exhibits 3 and 4, respectively. Attached
hereto as Exhibit 1 is a copy of the Affidavit of Eugene W. Taylor, dated
November 26, 1985, as submitted to the Illinois Director of Insurance.
Item 7. Material to be Filed as Exhibits.
(1) Affidavit of Eugene W. Taylor dated November 26, 1985.
(A) The Farmers Automobile Insurance Association Attorney-in-Fact
Farmers Automobile Management Corporation: Organization Chart.
(2) Certificate of the Secretary of the Issuer dated November 27, 1985.
(3) Escrow Agreement.
(4) Subscription Agreement.
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
THE FARMERS AUTOMOBILE PEKIN INSURANCE COMPANY
INSURANCE ASSOCIATION BY
FARMERS AUTOMOBILE MANAGEMENT
CORPORATION, ATTORNEY-IN-FACT
By: Paul Plesko, President By: Paul Plesko, President
Attest: Eugene W. Taylor, Secretary Attest: Eugene W. Taylor, Secretary
Date: December 4, 1985 Date: December 4, 1985
<PAGE> 15
Attachment 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
Statement on
SCHEDULE 13D
(Amendment No. 1)
Filed Pursuant to Rule 13d-1
Under the Securities Exchange Act of 1934
- --------------------------------------------------------------------------------
PEKIN LIFE INSURANCE COMPANY
(Issuer to Which This Statement Relates)
- --------------------------------------------------------------------------------
COMMON STOCK
$2.50 Par Value Per Share
(Title of Class of Securities)
CUSIP No. 705634103
- --------------------------------------------------------------------------------
William E. Tunis, Sr. Vice President, Robert J. Loots
Secretary and Treasurer von Briesen, Purtell & Roper, s.c.
Pekin Life Insurance Company 411 East Wisconsin Avenue
2505 Court Street Suite 700
Pekin, Illinois 61558 Milwaukee, WI 53202
(309)346-1161 (414)276-1122
(Names, Addresses and Telephone Numbers
of Persons Authorized to Receive Notices and Communications)
- --------------------------------------------------------------------------------
December 30, 1985
(Date of Event Which Requires
Filing of This Statement)
<PAGE> 16
CUSIP No. 705634103
(1) Name and I.R.S. Identification Number and Number of Reporting Person
Pekin Insurance Company 37-6028411
- --------------------------------------------------------------------------------
(2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned (8) Shared Voting Power 472,090
by Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Power 472,090
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
472,090
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
<PAGE> 17
(13) Percent of Class Represented by Amount in Row (11)
47.2%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
CUSIP No. 705634103
- --------------------------------------------------------------------------------
(1) Name and I.R.S. Identification Number of Reporting Person
The Farmers Automobile Insurance Association 37-0268670
- --------------------------------------------------------------------------------
(2) Member of a Group
(a)
(b) X (The reporting person does describe herein a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Item 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned (8) Shared Voting Power 472,090
by Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Power 472,090
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
<PAGE> 18
472,090
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
47.2%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC HC
- --------------------------------------------------------------------------------
Item 1. Security and Issuer
The securities to which this Statement relates are the shares of common
stock, par value $2.50 per share (the "Shares"), of the Pekin Life Insurance
Company (the "Issuer"). The Issuer is an Illinois insurance company engaged in
the principal business of offering and selling life, accident and health
insurance which was formed on April 28, 1965. The Shares are traded in the
over-the-counter market. The Issuer has its principal business and executive
offices at 2505 Court Street, Pekin, Illinois 61558.
On December, 5, 1985, a Statement on Schedule 13D was filed with the
Securities and Exchange Commission relating to: (i) the proposed issuance of
200,000 shares of the Issuer's previously authorized and unissued common stock
to The Farmers Automobile Insurance Association ("Farmers"), an inter-insurance
exchange, with the same principal place of business as the Issuer; and (ii) The
beneficial ownership of more than 5% of the common stock of the Issuer by
Farmers and its subsidiary, Pekin Insurance Company ("Pekin Casualty"), an
Illinois insurance company, which also maintains the same principal place of
business as the Issuer.
This Amendment relates to the consummation of the proposed transaction
and the issuance of 200,000 shares to Farmers by the Issuer. See Item 4 for
information regarding the consummation of the transaction.
Item 2. Identity and Background.
The persons filing this Statement are identified as follows:
(1) (a) Name: The Farmers Automobile Insurance Association
(b) Principal Business and Office Address:
2505 Court Street, Pekin, Illinois 61558
<PAGE> 19
(c) Principal Business: A reciprocal insurance organization, also
described as an inter-insurance exchange, which provides full
motor vehicle collision and property and casualty insurance
coverage to members with claims paid from the pooled premiums
or deposits paid by members.
(2) (a) Name: Pekin Insurance Company
(b) Principal Business and Office Address:
2505 Court Street, Pekin, Illinois 61558
(c) Principal Business: An insurance company which offers
insurance covering property and casualty risks.
Farmers is an association of members and, as such, is not a separate
legal entity. All business of Farmers is conducted and transacted by its
attorney-in-fact, Farmers Automobile Management Corporation ("Farmers
Management"), which has been appointed attorney-in-fact by the members of the
inter-insurance exchange.
Neither Farmers, Farmers Management nor Pekin Casualty, or any
executive officer of director of Farmers Management or Pekin Casualty, have been
convicted in a criminal proceeding during the past five (5) years (excluding
traffic violations or similar misdemeanors). Neither Farmers, Farmers Management
nor Pekin Casualty, or any executive officer or director of Farmers Management
or Pekin Casualty, have been a party to any civil judicial or administrative
proceedings during the past five (5) years resulting in judgments, decrees or
final orders enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws.
The insurance laws of the State of Illinois govern the insurance
business transacted on behalf of Farmers by Farmers Management. Farmers
Management is an Illinois corporation with the same principal place of business
as Farmers, Pekin Casualty and the Issuer. The directors and principal executive
officers of Farmers Management, Pekin Casualty and the Issuer are identical.
Pekin Casualty is organized and operated under Illinois insurance law. All of
the principal executive officers and directors of Farmers Management, Pekin
Casualty and the Issuer are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used by Farmers in acquiring the 200,000 Shares issued by the
Issuer were from Farmers' working capital. All funds used by Farmers and Pekin
Casualty to purchase all other Shares currently held were from the working
capital of the two reporting persons.
Item 4. Purpose of Transaction.
The primary purpose of the issuance of 200,000 Shares to Farmers was to
obtain
<PAGE> 20
additional capital for the Issuer for use in meeting future building needs.
Currently, the Issuer, Farmers and Pekin Casualty share a common principal place
of business and common facilities and personnel for many business and
administrative functions. The aggregate purchase price for the Shares of
$6,000,000, representing paid-up capital of $500,000 and net surplus of
$5,500,000 to the Issuer, will be utilized by the Issuer to expand its business
facilities. The Issuer's Board of Directors approved the issuance of the Shares
at its meeting on Monday, November 25, 1985. The Illinois Director of Insurance
issued a permit which authorized the Issuer to solicit subscriptions for the
200,000 shares. Farmers executed the Subscription Agreement for the Shares on
December 16, 1985 and placed $6,000,000 in escrow with the Herget national Bank,
conditioned upon and pending the issuance of a Certificate of Paid-Up Capital to
the Issuer by the Illinois Director of Insurance. The Director issued the
Certificate of Paid-Up Capital to the Issuer on December 30, 1985. On December
30, 1985, the purchase price was released from escrow and paid to the Issuer and
a certificate for 200,000 Shares was issued to Farmers.
Prior purchases of the Issuer's Shares by the reporting persons were
made primarily for the purpose of investment. The reporting persons have also
acquired shares in order to obtain efficiencies in the management and control of
Farmers, Pekin Casualty and the Issuer.
During the 60 days immediately preceding the filing of the Statement on
Schedule 13D, Farmers acquired 8,900 Shares in an open-market transaction. The
transaction occurred on October 10, 1985, at a price of $20.75 per share for an
aggregate price of $184,675.00. The transaction was effected through Blunt Ellis
& Loewi Incorporated, one of the brokerage firms acting as a market maker of the
Shares. As noted above, the primary purpose of such purchase was for the purpose
of investment and to facilitate the maintenance of an orderly market for the
Issuer's Shares by acquiring the excess inventory held by Blunt Ellis & Loewi
Incorporated for which there were no interested purchasers.
Item 5. Interest in Securities of the Issuer.
The current interests of the reporting persons in the common stock of
the Issuer are as follows:
<TABLE>
<CAPTION>
Percent of
Shares Ownership
------ ---------
<S> <C> <C> <C>
(1) Farmers 401,080 40.1%
(2) Pekin Casualty 71,010 7.1%
------ ----
Total Aggregate Number of Shares
and Ownership Percentage 472,090 47.2%
Total Shares Outstanding 1,000,000
</TABLE>
Substantially all of the outstanding common stock of Pekin Casualty is
owned by
<PAGE> 21
Farmers, with the exception of nine qualifying shares owned by the directors of
Pekin Casualty.
Decisions with respect to the voting and disposition of shares of
common stock and other securities, including the Shares of the Issuer, owned by
Farmers and Pekin Casualty are made by an Advisory Committee. The Advisory
Committee consists of 8 persons, 6 of whom are directors of the Issuer, Pekin
Casualty and Farmers Management, and 2 of whom are outside of the management of
those companies. Because of the role of the Advisory Committee in directing the
voting and disposition of the Shares, all Shares owned by Farmers and Pekin
Casualty share voting and dispositive power.
The members of the Advisory Committee, as of November 25, 1985, are
identified below. The Shares of the Issuer beneficially owned by each member, as
of that date, are set forth next to the member's name.
<TABLE>
<CAPTION>
Advisory Committee Shares Beneficially Owned
- ------------------ -------------------------
<S> <C>
Ralph Heim, Chairman 2,500
T. E. Murphy 500
Curtis Mahaffey, Vice Chairman 2,880
Walter R. McCoy 5,432
Paul Plesko 400
Arthur W. Anderson 20,360
Merlyn E. Lower 7,320
Dale W. Sarver 9,120
------
Total Aggregate Number of Shares 48,512
Total Ownership Percentage 6.1%
</TABLE>
See Item 4 for information regarding the transaction in the Issuer's
Shares by the reporting persons during the sixty-day period immediately
preceding the filing of the Statement on Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.
The Issuer, Farmers and Herget National Bank (as Escrowee)
entered into an Escrow Agreement, and the Issuer and Farmers entered into a
Subscription Agreement with respect to the issuance of the 200,000 Shares by the
Issuer to Farmers. Copies of these agreements are attached hereto as Exhibits 3
and 4, respectively.
Item 7. Material to be Filed as Exhibits
(1) Affidavit of Eugene W. Taylor dated November 26, 1985.
<PAGE> 22
(A) The Farmers Automobile Insurance Association Attorney-in-Fact
Farmers Automobile Management Corporation: Organization Chart.
(2) Certificate of the Secretary of the Issuer dated November 27,
1985.
(3) Escrow Agreement, dated November 26, 1985.
(4) Subscription Agreement, dated December 16, 1985.
(5) Permit, dated December 6, 1985, issued by John E. Washburn,
Director of Insurance, Department of Insurance, State of Illinois.
(6) Affidavit of Officers and Directors, dated December 16, 1985.
(7) Certificate of Paid-Up Capital, dated December 30, 1985, issued by
John E. Washburn, Director of Insurance.
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
THE FARMERS AUTOMOBILE PEKIN INSURANCE COMPANY
INSURANCE ASSOCIATION BY
FARMERS AUTOMOBILE MANAGEMENT
CORPORATION, ATTORNEY-IN-FACT
By: Paul Plesko, President By: Paul Plesko, President
Attest: Eugene W. Taylor, Secretary Attest: Eugene W. Taylor, Secretary
Date: January 3, 1986 Date: January 3, 1986
<PAGE> 23
Attachment 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
Statement on
Schedule 13D
(Amendment No. 2)
Filed Pursuant to Rule 13d-1
Under the Securities Exchange Act of 1934
- --------------------------------------------------------------------------------
PEKIN LIFE INSURANCE COMPANY
(Issuer to Which This Statement Relates)
- --------------------------------------------------------------------------------
COMMON STOCK
$2.50 Par Value Per Share
(Title of Class of Securities)
CUSIP No. 705634103
- --------------------------------------------------------------------------------
William E. Tunis, Sr. Vice President, Robert J. Loots
Secretary and Treasurer von Briesen, Purtell & Roper, s.c.
Pekin Life Insurance Company 411 East Wisconsin Avenue
2505 Court Street Suite 700
Pekin, Illinois 61558 Milwaukee, WI 53202
(309)346-1161 (414)276-1122
(Names, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications)
- --------------------------------------------------------------------------------
December 5, 1986
(Date of Event Which Requires Filing of This Statement)
<PAGE> 24
CUSIP No. 705634103
(1) Name and I.R.S. Identification Number and Number of Reporting Person
Pekin Insurance Company 37-6028411
- --------------------------------------------------------------------------------
(2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group.)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned (8) Shared Voting Power 968,520
by Each Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Power 968,520
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
968,520
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
<PAGE> 25
(13) Percent of Class Represented by Amount in Row (11)
48.4%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
CUSIP No. 705634103
(1) Name and I.R.S. Identification Number of Reporting Person
The Farmers Automobile Insurance Association 37-0268670
- --------------------------------------------------------------------------------
(2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group.)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned (8) Shared Voting Power 968,520
by Each Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Power 968,520
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
<PAGE> 26
968,520
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
48.4%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
Item 1. Security and Issuer
The securities to which this Statement relates are the Shares of common
stock, par value $2.50 per share (the "Shares"), of the Pekin Life Insurance
Company (the "Issuer"). The Issuer is an Illinois insurance company engaged in
the principal business of offering and selling life, accident and health
insurance which was formed on April 28, 1965. The Shares are traded in the
over-the-counter market. The Issuer has its principal business and executive
offices at 2505 Court Street, Pekin, Illinois 61558.
This Amendment relates to the acquisition of 9,000 Shares of the Issuer
in an unsolicited private transaction by Farmers. See item 4 for information
regarding this transaction.
Item 2. Identity and Background
The persons filing this Statement are identified as follows:
(1) (a) Name: The Farmers Automobile Insurance Association
(b) Principal Business and Office Address:
2505 Court Street, Pekin, Illinois 61558
(c) Principal Business: A reciprocal insurance organization, also
described as an inter-insurance exchange, which provides full
motor vehicle collision and property and casualty insurance
coverage to members with claims paid from the pooled premiums
or deposits paid by members.
(2) (a) Name: Pekin Insurance Company
<PAGE> 27
(b) Principal Business and Office Address:
2505 Court Street, Pekin, Illinois 61558
(c) Principal Business: An insurance company which offers
insurance covering property and casualty risks.
Farmers is an association of members and, as such, is not a separate
legal entity. All business of Farmers is conducted and transacted by its
attorney-in-fact, Farmers Automobile Management Corporation ("Farmers
Management"), which has been appointed attorney-in-fact by the members of the
inter-insurance exchange.
Neither Farmers, Farmers Management nor Pekin Casualty, or any
executive officer or director of Farmers Management or Pekin Casualty, have been
convicted in a criminal proceeding during the past five (5) years (excluding
traffic violations or similar misdemeanors). Neither Farmers, Farmers management
nor Pekin Casualty, or any executive officer or director of Farmers Management
or Pekin Casualty, have been a party to any civil judicial or administrative
proceedings during the past five (5) years resulting in judgments, decrees or
final orders enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws.
The insurance laws of the State of Illinois govern the insurance
business transacted on behalf of Farmers by Farmers Management. Farmers
management is an Illinois corporation with the same principal place of business
as Farmers, Pekin Casualty and the Issuer. The directors and principal executive
officers of Farmers Management, Pekin Casualty and the Issuer are identical.
Pekin Casualty is organized and operated under Illinois insurance law. All of
the principal executive officers and directors of Farmers Management, Pekin
Casualty and the Issuer are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used by Farmers and Pekin Casualty to purchase Shares
currently held were from the working capital of the two reporting persons.
Item 4. Purpose of Transaction.
Farmers purchased the 9,000 Shares of Issuer stock primarily for
investment purposes. Prior purchases of the Issuer's Shares by the reporting
persons were also made primarily for the purpose of investment. The reporting
persons have also acquired Shares in order to obtain efficiencies in the
management and control of Farmers, Pekin Casualty and the Issuer.
The 9,000 Shares were acquired in an unsolicited private transaction at
a price of $16.75 per share for an aggregate price of $150,750.00. The
transaction was effected through The Chicago Corporation acting as agent for the
seller.
During the 60 days immediately preceding the filing of this amendment,
Farmers acquired a total of 3,400 Shares, in addition to the 9,000 Shares
identified above. These transactions occurred
<PAGE> 28
on the following dates:
<TABLE>
<CAPTION>
Share Total
Date No. Price Price
- ---- --- ----- -----
<S> <C> <C> <C>
October 22, 1986 1,000 $ 16 $16,000
November 3,1986 1,400 $ 16 $22,400
December 2, 1986 1,000 $ 16 $16,000
</TABLE>
The October 22 and December 2 transactions were effected with Blunt Ellis &
Loewi Incorporated, one of the brokerage firms acting as market maker of the
Shares. The November 3 transaction was an unsolicited private transaction
effected with a shareholder of the Issuer. As indicated above, Farmers acquired
these Shares primarily for the purpose of investment.
Item 5. Interest in Securities of the Issuer
The current interests of the reporting persons in the common stock of
the Issuer are as follows:
<TABLE>
<CAPTION>
Percent of
Shares Ownership
------ ---------
<S> <C> <C> <C>
(1) Farmers 821,560 41.1%
(2) Pekin Casualty 147,020 7.3%
------- ----
Total Aggregate Number of
Shares and Ownership
Percentage 968,520 48.4%
Total Shares Outstanding 2,000,000
</TABLE>
During January 1986, the Issuer's shares were subject to a 2 for 1
stock split, resulting in an increase in the number of shares outstanding from
1,000,000 to 2,000,000. Substantially all of the outstanding common stock of
Pekin Casualty is owned by Farmers, with the exception of nine qualifying Shares
owned by the directors of Pekin Casualty.
Decisions with respect to the voting and disposition of Shares of
common stock and other securities, including the Shares of the Issuer, owned by
Farmers and Pekin Casualty are made by an Advisory Committee. The Advisory
Committee consists of 8 persons, 6 of whom are directors of the Issuer, Pekin
Casualty and Farmers Management, and 2 of whom are outside of the management of
those companies. Because of the role of the Advisory Committee in directing the
voting and disposition of the Shares, all Shares owned by Farmers and Pekin
Casualty share voting and dispositive power.
The members of the Advisory Committee, as of December 5, 1986, are
identified below.
<PAGE> 29
The Shares of the Issuer beneficially owned by each member, as of that date, are
set forth next to the member's name.
<TABLE>
<CAPTION>
Advisory Committee Shares Beneficially Owned
- ------------------ -------------------------
<S> <C>
Ralph Heim, Chairman 4,600
T. E. Murphy 1,000
Curtis Mahaffey, Vice Chairman 5,860
Walter R. McCoy 10,864
Paul Plesko 800
Arthur W. Anderson 36,774
Merlyn E. Lower 14,640
Dale W. Sarver 16,740
------
Total Aggregate Number of Shares 91,278
Total Ownership Percentage 4.6%
</TABLE>
See Item 4 for information regarding the transactions in the Issuer's
Shares by the reporting persons during the sixty-day period immediately
preceding the filing of this amendment to the Statement on Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.
Not Applicable
Item 7. Material to be Filed as Exhibits.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
THE FARMERS AUTOMOBILE PEKIN INSURANCE COMPANY
INSURANCE ASSOCIATION BY
FARMERS AUTOMOBILE MANAGEMENT
CORPORATION, ATTORNEY-IN-FACT
By: Paul Plesko, President By: Paul Plesko, President
<PAGE> 30
Attest: Eugene W. Taylor, Secretary Attest: Eugene W. Taylor, Secretary
Date: December 8, 1986 Date: December 8, 1986
<PAGE> 31
Attachment 4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
Statement on
Schedule D
(Amendment No. 3)
Filed Pursuant to Rule 13d-1
Under the Securities Exchange Act of 1934
- --------------------------------------------------------------------------------
PEKIN LIFE INSURANCE COMPANY
(Issuer to Which this Statement Relates)
- --------------------------------------------------------------------------------
COMMON STOCK
$2.50 Par Value Per Share
(Title of Class of Securities)
CUSIP No. 705634103
- --------------------------------------------------------------------------------
William E. Tunis, Sr. Vice President Robert J. Loots
Secretary & Treasurer von Briesen, Purtell & Roper, s.c.
Pekin Life Insurance Company 411 East Wisconsin Avenue
2505 Court Street Suite 700
Pekin, Illinois 61558 Milwaukee, Wisconsin 53202
(309) 346-1161 (414) 276-1122
(Names, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications)
- --------------------------------------------------------------------------------
June 11, 1990
(Date of Event Which Requires Filing of This Statement)
<PAGE> 32
CUSIP No. 705634103
(1) Name and I.R.S. Identification Number and Number of Reporting Person
Pekin Insurance Company 37-6028411
- --------------------------------------------------------------------------------
(2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group.)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned (8) Shared Voting Power 1,973,560
by Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Power 1,973,560
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
1,973,560
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
<PAGE> 33
(13) Percent of Class Represented by Amount in Row (11)
49.33%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
CUSIP No. 705634103
(1) Name and I.R.S. Identification Number of Reporting Person
The Farmers Automobile Insurance Association 37-0268670
- --------------------------------------------------------------------------------
(2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned (8) Shared Voting Power 1,973,560
by Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Power 1,973,560
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
1,973,560
<PAGE> 34
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
49.33%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
Amendment No. 3 to Schedule 13D
Pekin Insurance Company ("Pekin Casualty") and The Farmers Automobile
Insurance Association ("Farmers") (collectively referred to as the "Reporting
Persons") hereby amend and supplement their joint statement on Schedule 13D
originally filed by the Reporting Persons on December 4, 1985 and amended
thereafter (as further amended by this Amendment, the "Statement"), with respect
to the common stock, $2.50 par value (the "Shares") of Pekin Life Insurance
Company, an Illinois insurance company (the "Issuer").
Item 4. Purpose of Transaction. Item 4 of the Statement is hereby amended by
inserting the following at the end of the item: On Monday, June 11, 1990, the
Board of Directors of the Issuer declared a two-for-one stock split, payable to
shareholders of record as of Monday, June 18, 1990. Pursuant to the stock split,
each shareholder, including the Reporting Persons, will receive one Share for
each Share held as of the record date.
Item 5. Interest in Securities of the Issuer. Item 5 of the Statement is hereby
amended to read in its entirety as follows:
The interests of the Reporting Persons in the common stock of the
Issuer (after the current stock split) are as follows:
<TABLE>
<CAPTION>
Percent of
Shares Ownership
------ ---------
<S> <C> <C> <C>
(1) Farmers 1,679,520 41.98%
(2) Pekin Casualty 294,040 7.35%
Total Aggregate Number of
Shares and Ownership
Percentage 1,973,560 49.33%
</TABLE>
<PAGE> 35
<TABLE>
<S> <C>
Total Shares Outstanding 4,000,000
(after distribution of the
shares pursuant to the stock split)
</TABLE>
Substantially all of the outstanding common stock of Pekin Casualty is
owned by Farmers, with the exception of nine qualifying Shares owned by the
directors of Pekin Casualty.
Decisions with respect to the voting and disposition of Shares of
common stock and other securities, including the Shares of the Issuer, owned by
Farmers and Pekin Casualty are made by an Advisory Committee. The Advisory
Committee consists of eight persons, seven of whom are directors of the Issuer,
Pekin Casualty and Farmers Management, and one of whom is outside of the
management of those companies. Because of the role of the Advisory Committee in
directing the voting and disposition of the Shares, all Shares owned by Farmers
and Pekin Casualty share voting and dispositive power.
The members of the Advisory Committee, as of June 11, 1990, are
identified below. The Shares of the Issuer beneficially owned by each member, as
of that date, are set forth next to the member's name.
<TABLE>
<CAPTION>
Advisory Committee Shares Beneficially Owned
- ------------------ -------------------------
<S> <C>
Curtis Mahaffey, Chairman 11,720
T. E. Murphy 2,000
Walter R. McCoy 21,728
Paul Plesko 1,600
Arthur W. Anderson, Vice Chairman 44,906
Merlyn E. Lower 31,280
Dale W. Sarver 28,820
Eugene W. Taylor 8,000
---------
Total Aggregate Number of Shares 150,054
Total Ownership Percentage 3.75%
</TABLE>
Item 7. Material to be Filed as Exhibits.
(8) Letter to shareholders of the Issuer dated June 11,
1990.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
THE FARMERS AUTOMOBILE PEKIN INSURANCE COMPANY
INSURANCE ASSOCIATION BY
<PAGE> 36
FARMERS AUTOMOBILE MANAGEMENT
CORPORATION, ATTORNEY-IN-FACT
By: Eugene W. Taylor, President By: Eugene W. Taylor, President
Attest: William E. Tunis, Secy Attest: William E. Tunis, Secy
Date: June 26, 1990 Date: June 26, 1999
<PAGE> 37
ATTACHMENT 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
- --------------------------------------------------------------------------------
PEKIN LIFE INSURANCE COMPANY
(Name of Issuer)
- --------------------------------------------------------------------------------
COMMON STOCK
$2.50 Par Value Per Share
(Title of Class of Securities)
CUSIP No. 705634103
- --------------------------------------------------------------------------------
William E. Tunis, Sr. Vice President Robert J. Loots
Secretary & Treasurer von Briesen, Purtell & Roper, s.c.
Pekin Life Insurance Company 411 East Wisconsin Avenue
2505 Court Street Suite 700
Pekin, Illinois 61558 Milwaukee, Wisconsin 53202
(309) 346-1161 (414) 276-1122
(Names, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications)
- --------------------------------------------------------------------------------
November 18, 1992
(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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
<PAGE> 38
* 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.)
CUSIP No. 705634103
1) Name and I.R.S. Identification Number and Number of Reporting Person
Pekin Insurance Company 37-6028411
- --------------------------------------------------------------------------------
2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group.)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds WC
- --------------------------------------------------------------------------------
5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e) of
Schedule 13D
Not Required
- --------------------------------------------------------------------------------
6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power 0
Beneficially Owned 8) Shared Voting Power 2,170,965
by Reporting Person 9) Sole Dispositive Power 0
With 10) Shared Dispositive Power 2,170,965
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Reporting Person
49.34%
- --------------------------------------------------------------------------------
<PAGE> 39
12) Aggregate Amount in Row (11) Excludes Certain Shares
Not applicable.
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
49.34%
- --------------------------------------------------------------------------------
14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
CUSIP No. 705634103
1) Name and I.R.S. Identification Number and Number of Reporting Person
The Farmers Automobile Insurance Association 37-0268670
- --------------------------------------------------------------------------------
2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group.)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds WC
- --------------------------------------------------------------------------------
5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power 0
Beneficially Owned 8) Shared Voting Power 2,170,965
by Each Reporting Person 9) Sole Dispositive Power 0
With 10) Shared Dispositive Power 2,170,965
- --------------------------------------------------------------------------------
<PAGE> 40
11) Aggregate Amount Beneficially Owned by Reporting Person
49.34%
- --------------------------------------------------------------------------------
12) Aggregate Amount in Row (11) Excludes Certain Shares
Not applicable
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
49.34%
- --------------------------------------------------------------------------------
14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
Amendment No. 4 to
Schedule 13D
Pekin Insurance Company ("Pekin Casualty") and The Farmers Automobile
Insurance Association ("Farmers") (collectively referred to as the "Reporting
Persons") hereby amend and supplement their joint statement on Schedule 13D
originally filed by the Reporting Persons on December 4, 1985 and amended
thereafter (as further amended by this Amendment, the "Statement"), with respect
to the common stock, $2.50 par value (the "Shares") of Pekin Life Insurance
Company, an Illinois insurance company (the "Issuer").
Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the
statement is hereby amended in its entirety to state as follows:
All funds used by Farmers and Pekin Casualty to purchase Shares
currently held were from the working capital of the two Reporting Persons. All
funds which will be used to purchase additional Shares will also be from the
working capital of the two Reporting Persons.
Item 4. Purpose of Transaction. Item 4 of the Statement is hereby amended by
inserting the following at the end of the item:
The purpose of this Agreement is to report the adoption of resolutions
authorizing the Reporting Persons to purchase additional Shares of the Issuer
from time to time. On November 18, 1992, the respective Boards of Directors of
Farmers Automobile Management Corp. (on behalf of and as attorney-in-fact for
Farmers), and Pekin Casualty adopted resolutions authorizing Farmers and Pekin
Casualty to purchase, from time to time, additional Shares in the open market or
in privately-negotiated transactions at prices not to exceed the prevailing
market price of the Shares in effect at the time of each such purchase. The
resolutions adopted on behalf of Farmers authorize Farmers to purchase up to
80,000 Shares and the resolutions adopted on behalf of Pekin Casualty
<PAGE> 41
authorize Pekin Casualty to purchase up to 35,000 Shares. Farmers and Pekin
Casualty will be purchasing additional shares of the Issuer for purposes of
investment and to facilitate the maintenance of an orderly market for the
Shares.
In addition, on October 21, 1992, the Board of Directors of the Issuer
declared a ten-percent stock dividend, payable on December 1, 1992 to
shareholders of record as of November 3, 1992. Pursuant to the stock dividend,
each shareholder, including the Reporting Persons, will receive one Share for
each ten Shares held as of the record date, with the exception of those
shareholders who would have received fractional Shares. All fractional Shares
which would have been issued by the Issuer as a result of the stock dividend,
which would total 49 Shares, will instead be purchased from the Issuer by
Farmers at a price of $15.50 per Share, representing the market price of the
Shares on the record date. The proceeds of the sale of such Shares to Farmers
will be paid by the Issuer on a pro rata basis to those shareholders who would
have received such fractional Shares.
The purposes of the purchase by Farmers of all of those Shares which
would otherwise be issued as fractional Shares are to avoid the necessity of any
single shareholder holding a fractional Share and to have the aggregate number
of Shares of the Issuer outstanding after the stock dividend be an even number.
Item 5. Interest in Securities of the Issuer. Item 5 of the Statement is hereby
amended to read in its entirety as follows:
The interests of the Reporting Persons in the common stock of the
Issuer (before the stock dividend) are as follows:
<TABLE>
<CAPTION>
Percent of
Shares Ownership
------ ---------
<S> <C> <C>
Farmers 1,679,520 41.98%
Pekin Casualty 294,040 7.35%
--------- ------
Total Aggregate No. of Shares
and Ownership Percentage 1,973,560 49.33%
Total Shares Outstanding 4,000,000 100.00%
(before stock dividend)
</TABLE>
The interests of the Reporting Persons, after December 1, 1992, the
payment date of the stock dividend, will be as follows:
<TABLE>
<CAPTION>
Percent of
Shares Ownership
---------- ----------
<S> <C> <C>
Farmers 1,847,521* 41.99%
</TABLE>
<PAGE> 42
<TABLE>
<S> <C> <C>
Pekin Casualty 323,444 7.35%
Total Aggregate No. of Shares
and Ownership Percentage 2,170,965 49.34%
Total Shares Outstanding 4,400,000 100.00%
(before stock dividend)
</TABLE>
*Includes purchase by Farmers of 49 shares from Issuer, which Shares would
otherwise have been issued as fractional Shares.
Other than as described herein, no transactions by the Reporting Persons with
respect to the Shares have occurred during the sixty days preceding this
Amendment.
Substantially all of the outstanding common stock of Pekin Casualty is
owned by Farmers, with the exception of nine qualifying shares owned by the
directors of Pekin Casualty.
Decisions with respect to the voting and disposition of shares of
common stock and other securities, including the Shares of the Issuer, owned by
Farmers and Pekin Casualty are made by an Advisory Committee. The Advisory
Committee consists of nine persons, eight of whom are directors of the Issuer,
Pekin Casualty and Farmers Management, and one of whom is outside of the
management of those companies. Because of the role of the Advisory Committee in
directing the voting and disposition of the Shares, all Shares owned by Farmers
and Pekin Casualty share voting and dispositive power.
The members of the Advisory Committee, as of November 18, 1992, are
identified below. The Shares of the Issuer which will be beneficially owned by
each member, as of December 1, 1992, the payment date of the stock dividend, are
set forth next to the member's name.
<TABLE>
<CAPTION>
Advisory Committee Shares Beneficially Owned
- ------------------ -------------------------
<S> <C>
Curtis Mahaffey, Chairman 12,892
T. E. Murphy 2,200
Walter R. McCoy 23,900
Paul Plesko 1,760
Arthur W. Anderson, Vice Chairman 22,943
Merlyn E. Lower 25,608
Dale W. Sarver 31,702
Eugene W. Taylor 8,800
Robert W. Scheffler 5,918
---------
Total Aggregate Number of Shares 135,723
Total Ownership Percentage 3.08%
</TABLE>
<PAGE> 43
Item 7. Material to be filed as Exhibits.
(9) Certified resolutions adopted on November 18, 1992, by the
Board of Directors of Farmers Automobile Management Corp., on
behalf of and as attorney-in-fact for the Farmers Automobile
Insurance Association; by the Board of Directors of Pekin
Insurance Company; and by the Advisory Committee of The
Farmers Automobile Insurance Association and Pekin Insurance
Company.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
THE FARMERS AUTOMOBILE PEKIN INSURANCE COMPANY
INSURANCE ASSOCIATION BY
FARMERS AUTOMOBILE MANAGEMENT
CORPORATION, ATTORNEY-IN-FACT
By: Robert W. Scheffler, President By: Robert W. Scheffler, President
Attest: William E. Tunis, Secretary Attest: William E. Tunis, Secretary
Date: November 24, 1992 Date: November 24, 1992
<PAGE> 44
Attachment 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
- --------------------------------------------------------------------------------
PEKIN LIFE INSURANCE COMPANY
(Name of Insurer)
- --------------------------------------------------------------------------------
COMMON STOCK
$1.25 Par Value Per Share
(Title of Class of Securities)
CUSIP No. 705634103
- --------------------------------------------------------------------------------
William E. Tunis, Sr. Vice President Robert J. Loots
Secretary & Treasurer von Briesen, Purtell & Roper, s.c.
Pekin Life Insurance Company 411 East Wisconsin Avenue
2505 Court Street Suite 700
Pekin, Illinois 61558 Milwaukee, Wisconsin 53202
(309) 346-1161 (414) 276-1122
(Names, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications)
- --------------------------------------------------------------------------------
January 21, 1994
(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> 45
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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).
CUSIP No. 705634103
(1) Name and I.R.S. Identification Number and Number of Reporting Person
Pekin Insurance Company 37-6028411
- --------------------------------------------------------------------------------
(2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not
affirm the existence of a group)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficiary Owned (8) Shared Voting Power 4,341,930
by Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Powers 4,341,930
<PAGE> 46
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
49.34%
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
49.34%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
CUSIP No. 705634103
(1) Name and I.R.S. Identification Number and Number of Reporting Person
The Farmers Automobile Insurance Association 37-0268670
- --------------------------------------------------------------------------------
(2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the outstanding common
stock of the Issuer but does not affirm the existence of a group)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
<PAGE> 47
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficiary Owned (8) Shared Voting Power 4,341,930
by Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Powers 4,341,930
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
49.34%
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
49.34%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC
- --------------------------------------------------------------------------------
Amendment No. 5 to
Schedule 13D
Pekin Insurance Company ("Pekin Casualty") and The Farmers Automobile Insurance
Association ("Farmers") (collectively referred to as the "Reporting Persons")
hereby amend and supplement their joint statement on Schedule 13D originally
filed by the Reporting Persons on December 4, 1985 and amended thereafter (as
further amended by this Amendment, the "Statement"), with respect to the common
stock, $1.25 par value (the "Shares") of Pekin Life Insurance Company, an
Illinois insurance company (the "Issuer").
Item 1. Security and Insurer. Paragraph 1 of Item 1 of the Statement
is hereby amended in its entirety to state as follows:
The securities to which this Statement relates are shares of
common stock, par value $1.25 per share (the "Shares"), of the Pekin Life
Insurance Company (the "Insurer"). The Insurer is an Illinois insurance company
engaged in the principal business of offering and selling life, accident and
health insurance and was formed on April 28, 1965. The Shares are traded in
<PAGE> 48
the over-the-counter market. The Insurer has its principal business and
executive offices at 2505 Court Street, Pekin, Illinois 61558.
Item 4. Purpose of Transaction. Item 4 of the Statement is hereby
amended by inserting the following at the end of the item:
On November 17, 1993, the Board of Directors of the Issuer declared a
two-for-one stock split conditioned upon obtaining shareholder and regulatory
approvals of an amendment to the Issuer's Articles of Incorporation increasing
the number of shares authorized for issuance and decreasing the par value per
Share. Pursuant to the stock split each shareholder, including the Reporting
Persons, will receive one share for each share held as of the record date. The
primary purpose for the stock split is to broaden the public interest in the
Issuer's stock.
On December 15, 1993, at a special meeting of shareholders, the
Issuer's shareholders amended the Issuer's Articles of Incorporation to both
increase the maximum number of common shares authorized to be issued from
8,000,000 to 22,000,000 and reduce the par value per share from $2.50 to $1.25.
The primary purpose of the authorization of additional shares of common stock
was to provide sufficient shares to implement the two-for-one stock split and
make additional shares available for other future corporate purposes. The
amendments to the Articles of Incorporation were approved by the Illinois
Director of Insurance on January 13, 1994. Stock certificates representing the
additional Shares were distributed on or about January 21, 1994.
Item 5. Interest in Securities of the Issuer. Item 5 of the Statement is hereby
amended to read in its entirety as follows:
The interests of the Reporting Persons in the common stock of the
Issuer, after giving effect to the stock split, are as follows:
<TABLE>
<CAPTION>
Percent of
Shares Ownership
------ ---------
<S> <C> <C>
Farmers 3,695,042 41.99%
Pekin Casualty 646,888 7.35%
Total Aggregate No. of Shares
and Ownership Percentage 4,341,930 49.34%
Total Shares Outstanding 8,800,000 100.00%
</TABLE>
Other than as described herein, no transactions by the Reporting Persons with
respect to the Shares have occurred during the sixty days preceding this
Amendment.
<PAGE> 49
Substantially all of the outstanding common stock of Pekin Casualty is
owned by Farmers.
Decisions with respect to the voting and disposition of shares of
common stock and other securities, including the Shares of the Issuer, owned by
Farmers and Pekin Casualty are made by an Advisory Committee. The Advisory
Committee consists of nine persons, eight of whom are directors of the Issuer,
Pekin Casualty and Farmers Management, and one of whom is outside of the
management of those companies. Because of the role of the Advisory Committee in
directing the voting and disposition of the Shares, all Shares owned by Farmers
and Pekin Casualty share voting and disposition power.
The members of the Advisory Committee, as of January 1, 1994, are
identified below. The Shares of the Issuer beneficially owned by each member,
after the effective date of the stock split, are set forth next to the member's
name.
<TABLE>
<CAPTION>
Advisory Committee Shares Beneficially Owned
------------------ -------------------------
<S> <C>
Jerry Purdom 24,684
Walter R. McCoy, Vice Chairman 47,800
Paul Plesko 3,520
Arthur W. Anderson, Chairman 45,886
Merlyn E. Lower 40,576
Eugene W. Taylor 17,600
Robert W. Scheffler 17,036
------
Total Aggregate Number of Shares 197,102
Total Ownership Percentage 2.24%
</TABLE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
THE FARMERS AUTOMOBILE PEKIN INSURANCE COMPANY
INSURANCE ASSOCIATION BY
FARMERS AUTOMOBILE MANAGEMENT
CORPORATION, ATTORNEY-IN-FACT
By: Robert W. Scheffler By: Robert W. Scheffler
<PAGE> 50
President President
Attest: William E. Tunis Attest: William E. Tunis
Secretary Secretary
Date: January 19, 1994 Date: January 19, 1994
<PAGE> 51
Attachment 7
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
- --------------------------------------------------------------------------------
PEKIN LIFE INSURANCE COMPANY
(Name of Issuer)
- --------------------------------------------------------------------------------
COMMON STOCK
$1.25 Par Value Per Share
(Title of Class of Securities)
CUSIP No. 705634103
- --------------------------------------------------------------------------------
William E. Tunis, Sr. Vice President Robert J. Loots
Secretary & Treasurer von Briesen, Purtell & Roper, s.c.
Pekin Life Insurance Company 411 East Wisconsin Avenue
2505 Court Street Suite 700
Pekin, Illinois 61558 Milwaukee, Wisconsin 53202
(309) 346-1161 (414) 276-1122
(Names, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications)
- --------------------------------------------------------------------------------
February 15, 1995
(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1, and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
<PAGE> 52
* 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 coverage page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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).
- --------------------------------------------------------------------------------
CUSIP No. 705634103
(1) Name and I.R.S. Identification Number and Number of Reporting Person.
Pekin Insurance Company 37-6028411
- --------------------------------------------------------------------------------
(2) Member of a Group.
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm
the existence of a group)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned (8) Shared Voting Power 4,341,930
by Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Power 4,341,930
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
<PAGE> 53
4,341,930
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
49.34%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC
CUSIP No. 705634103
(1) Name and I.R.S. Identification Number and Number of Reporting Person.
The Farmers Automobile Insurance Association 37-0268670
- --------------------------------------------------------------------------------
(2) Member of a Group.
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group)
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds WC
- --------------------------------------------------------------------------------
(5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e)
Not Required
- --------------------------------------------------------------------------------
(6) Citizenship Illinois
- --------------------------------------------------------------------------------
<PAGE> 54
Number of Shares (7) Sole Voting Power 0
Beneficially Owned (8) Shared Voting Power 4,341,930
by Reporting Person (9) Sole Dispositive Power 0
With (10) Shared Dispositive Power 4,341,930
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Reporting Person
4,341,930
- --------------------------------------------------------------------------------
(12) Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
49.34%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person IC
Amendment No. 6 to
Schedule 13D
Pekin Insurance Company ("Pekin Casualty") and The Farmers Automobile
Insurance Association ("Farmers") collectively referred to as the "Reporting
Persons") hereby amend and supplement their joint statement on Schedule 13D
originally filed by the Reporting Persons on December 4, 1985 and amended
thereafter (as further amended by this Amendment, the "Statement"), with respect
to the common stock, $1.25 par value (the "Shares") of Pekin Life Insurance
Company, an Illinois insurance company (the "Issuer").
Item 5. Interest in Securities of the Issuer. Item 5 of the Statement is hereby
amended to read in its entirety as follows:
The interests of the Reporting Persons in the common stock of the
Issuer are as follows:
<TABLE>
<CAPTION>
Percent of
<S> <C> <C>
</TABLE>
<PAGE> 55
<TABLE>
<CAPTION>
Shares Ownership
------ ---------
<S> <C> <C>
Farmers 3,695,042 41.99%
Pekin Casualty 646,888 7.35%
Total Aggregate No. of Shares and
Ownership Percentage 4,341,930 49.34%
Total Shares Outstanding 8,800,000 100.00%
</TABLE>
No transactions by the Reporting Persons with respect to the Shares have
occurred during the sixty days preceding this Amendment.
Substantially all of the outstanding common stock of Pekin Casualty is
owned by Farmers.
Decisions with respect to the voting and disposition of shares of
common stock and other securities, including the Shares of the Issuer, owned by
Farmers and Pekin Casualty are made by an Advisory Committee. The Advisory
Committee consists of six persons, all of whom are directors of the Issuer,
Pekin Casualty and Farmers management. Because of the role of the Advisory
Committee in directing the voting and disposition of the Shares, all Shares
owned by Farmers and Pekin Casualty share voting and dispositive power.
The members of this Advisory Committee, as of February 15, 1995, are
identified below. The Shares of the Issuer beneficially owned by each member,
are set forth next to the member's name.
<TABLE>
<CAPTION>
Advisory Committee Shares Beneficially Owned
------------------ -------------------------
<S> <C>
Walter R. McCoy, Chairman 47,800
Jerry Purdum, Vice Chairman 26,472
Merlyn E. Lower 28,816
Robert W. Scheffler 19,035
R. Michael Weir 1,000
Sylvan L. Franklin 352
--------
Total Aggregate Number of Shares 123,475
Total Ownership Percentage 1.4%
</TABLE>
SIGNATURES
<PAGE> 56
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
THE FARMERS AUTOMOBILE PEKIN INSURANCE COMPANY
INSURANCE ASSOCIATION BY
FARMERS AUTOMOBILE MANAGEMENT
CORPORATION, ATTORNEY-IN-FACT
By: Robert W. Scheffler, President By: Robert W. Scheffler, President
Attest: William E. Tunis, Secretary Attest: William E. Tunis, Secretary
Date: March 3, 1995 Date: March 3, 1995
<PAGE> 57
Attachment 8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
- --------------------------------------------------------------------------------
PEKIN LIFE INSURANCE COMPANY
(Name of Issuer)
- --------------------------------------------------------------------------------
COMMON STOCK
$1.25 Par Value Per Share
(Title of Class of Securities)
CUSIP No. 705634103
- --------------------------------------------------------------------------------
William E. Tunis, Sr. Vice President Robert J. Loots
Secretary and Treasurer von Briesen, Purtell
Pekin Life Insurance Company & Roper, s.c.
2505 Court Street 411 E. Wisconsin Avenue
Pekin, Illinois 61558 Milwaukee, Wisconsin 53202
(309) 346-1161 (414) 276-1122
(Names, Addresses and Telephone Numbers of Persons
Authorized to Receive Notices and Communications)
- --------------------------------------------------------------------------------
March 31, 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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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.
<PAGE> 58
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.)
CUSIP No. 705634103
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons.
Pekin Insurance Company 37-6028411
- --------------------------------------------------------------------------------
2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds Inapplicable
- --------------------------------------------------------------------------------
5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e) of
Schedule 13D
Not Required
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization Illinois
- --------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power 0
Beneficially Owned 8) Shared Voting Power 4,341,930
by Reporting Person 9) Sole Dispositive Power 0
With 10) Shared Dispositive Power 4,341,930
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Reporting Person
4,341,930
- --------------------------------------------------------------------------------
<PAGE> 59
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Inapplicable
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
49.34%
- --------------------------------------------------------------------------------
14) Type of Reporting Person IC
CUSIP No. 705634103
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons.
The Farmers Automobile Insurance Association 37-0268670
- --------------------------------------------------------------------------------
2) Member of a Group
(a)
(b) X (The reporting person does describe at Item 5 a control
relationship with another person owning over 5% of the
outstanding common stock of the Issuer but does not affirm the
existence of a group)
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds Inapplicable
- --------------------------------------------------------------------------------
5) Disclosure of Legal Proceedings Pursuant to Items 2(d) or 2(e) of
Schedule 13D
Not Required
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization Illinois
- --------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power 0
Beneficially Owned 8) Shared Voting Power 4,341,930
by Reporting Person 9) Sole Dispositive Power 0
<PAGE> 60
With 10) Shared Dispositive Power 4,341,930
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Reporting Person
4,341,930
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Inapplicable
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
49.34%
- --------------------------------------------------------------------------------
14) Type of Reporting Person IC
Amendment No. 7 to
Schedule 13D
Pekin Insurance Company ("Pekin Casualty") and The Farmers Automobile
Insurance Association ("Farmers") (collectively referred to as the "Reporting
Persons") hereby amend and supplement their joint statement on Schedule 13D
originally filed by the Reporting Persons on December 4, 1985 and amended
thereafter (as further amended by this Amendment, the "Statement"), with respect
to the common stock, $1.25 par value (the "Shares") of Pekin Life Insurance
Company, an Illinois insurance company (the "Issuer").
Item 5. Interest in Securities of the Issuer. Item 5 of the Statement is hereby
amended to read in its entirety as follows:
The interests of the Reporting Persons in the common stock of the
Issuer are as follows:
<TABLE>
<CAPTION>
Percent of
Shares Ownership
------ ---------
<S> <C> <C>
Farmers 3,695,042 41.99%
Pekin Casualty 646,888 7.35%
</TABLE>
<PAGE> 61
<TABLE>
<S> <C> <C>
Total Aggregate No. of Shares
and Ownership Percentage 4,341,930 49.34%
Total Shares Outstanding 8,800,000 100.00%
</TABLE>
No transactions by the Reporting Persons with respect to the Shares have
occurred during the sixty days preceding this Amendment.
Substantially all of the outstanding common stock of Pekin Casualty is
owned by Farmers.
Decisions with respect to the voting and disposition of shares of
common stock and other securities, including the Shares of the Issuer, owned by
Farmers and Pekin Casualty are made by an Advisory Committee. The Advisory
Committee consists of six persons, all of whom are directors of the Issuer,
Pekin Casualty and Farmers. Because of the role of the Advisory Committee in
directing the voting and disposition of the Shares, all Shares owned by Farmers
and Pekin Casualty share voting and dispositive power.
The members of the Advisory Committee, as of March 31, 1997, are
identified below. The Shares of the Issuer beneficially owned by each member,
are set forth next to the member's name.
<TABLE>
<CAPTION>
Advisory Committee Shares Beneficially Owned
- ------------------ -------------------------
<S> <C>
R. Michael Weir, Chairman 6,024
Steven R. Anderson, Vice Chairman 5,119
Ronald G. Beck 2,950
Robert W. Scheffler 21,635
L. Neal Tay 10,879
Sylvan L. Franklin 3,422
Total Aggregate Number of Shares 50,029
Total Ownership Percentage .57%
</TABLE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
<PAGE> 62
THE FARMERS AUTOMOBILE PEKIN INSURANCE COMPANY
INSURANCE ASSOCIATION BY
FARMERS AUTOMOBILE MANAGEMENT
CORPORATION, ATTORNEY-IN-FACT
By: Robert W. Scheffler, President By: Robert W. Scheffler, President
Attest: William E. Tunis, Secretary Attest: William E. Tunis, Secretary
Date: May 9, 1997 Date: May 9, 1997
