SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Surety Capital Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
868666207
(CUSIP Number)
Richard N. Abrams, 480 Central Avenue, Northfield, Illinois
60093 847-441-6500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 2, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is
the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check
the following box 0.
Check the following box if a fee is being paid with this
statement 0. (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 to
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. 868666207
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard N. Abrams ###-##-####
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) 0
(b) 1
3
SEC USE ONLY
4
SOURCE OF FUNDS
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
0
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
801,644
8
SHARED VOTING POWER
9
SOLE DISPOSITIVE POWER
801,644
10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
801,644
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
0
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.2%
14
TYPE OF REPORTING PERSON
IN
This Amendment No. 2 to the original statement of beneficial
ownership on Schedule 13D filed by the Reporting Person on
November 4, 1999, as amended by Amendment No. 1 filed on
September 14, 2000, has been prepared to report the current
holdings of common stock of Surety Capital Corporation by the
Reporting Person and to correct certain errors in the original
statement of beneficial ownership, as amended. The original
statement may have implied or indicated that the Reporting Person
is a member of a "group" including the Reporting Person's adult
children Rodney A. Abrams and Jodi Abrams Engfer. These three
individuals are not acting as a group, and the Reporting Person
does not have investment or voting control over the shares of
Common Stock held by such persons. As a result, this Amendment
No. 2 removes Rodney A. Abrams and Jodi Abrams Engfer as
reporting persons under this statement of beneficial ownership.
The original statement of beneficial ownership, as amended, is
hereby amended as follows:
ITEM 1. Security and Issuer.
Common Stock
Surety Capital Corporation
ITEM 2. Identity and Background.
(a) Richard N. Abrams
(b) 480 Central Avenue, Northfield, Illinois 60093
(c) Officer of Funeral Financial Systems, Ltd., 480 Central
Avenue, Northfield, Illinois 60093
(d) None
(e) None
(f) United States
ITEM 3. Source and Amount of Funds or Other Consideration.
The Reporting Person has acquired 607,200 shares of Common
Stock for an aggregate purchase price of $548,268.60. In
addition, on October 2, 2000, the Issuer issued a Redeemable
Convertible Promissory Note to the Reporting Person in the
original principal amount of $70,000 (the "Note"). The Note is
convertible at the option of the Reporting Person into a number
of shares of Common Stock calculated pursuant to the terms of the
Note. Currently, the Note is convertible into 194,444 shares of
Common Stock. The Reporting Person purchased his shares of
Common Stock and the Note with his personal funds.
ITEM 4. Purpose of Transaction.
The Common Stock and the Note were purchased by the
Reporting Persons for investment purposes. The Reporting Person
may from time to time acquire additional shares of Common Stock
of the Issuer. In addition, the Reporting Person currently
intends to present to the Board of Directors of the Issuer a
proposal pursuant to which the Reporting Person would take over
active management and become the acting CEO of the Issuer's
subsidiary bank for a period of not more than six months, in
exchange for potential equity incentives the issuance of which
would be contingent upon the achievement of certain performance
objectives by the bank. Except as described herein, the
Reporting Person currently has no other present plan or proposal
which relates to or would result in:
(a) The acquisition by the Reporting Person of additional
securities of the Issuer, or the disposition of
securities of the Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors or
to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of
1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a) This Schedule relates 801,644 shares of Common Stock,
or approximately 13.2% of the shares of Common Stock outstanding
based upon the number reflected in the Issuer's Form 10-QSB filed
on November 14, 2000, plus the number of additional shares of
Common Stock currently issuable upon conversion of the Note.
(b) The Reporting Person has sole voting and dispositive
power with respect to 607,200 shares of Common Stock and will
have sole voting and dispositive power with respect to the shares
of Common Stock issuable upon conversion of the Note.
(c) None
(d) N/A
(e) N/A
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to
Securities of the Issuer.
None
ITEM 7. Material to be Filed as Exhibits.
None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date
Signature
Richard N. Abrams
Name
(..continued)
