UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
CHANDLER INSURANCE COMPANY, LTD.
(Name of Issuer)
Common Stock, $___ par value
(Title of Class of Securities)
159057108
(CUSIP Number)
Frank K. Zinn
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243-1668
(313) 568-6969
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Not Applicable
(Date of Event which Requires Filing of this Statement)
If the filing person has previously fled 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. [ ]
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
CenTra, Inc.
2 Check The Appropriate Box If a Member of a Group* (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds:
5 Check Box If Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
Michigan
7 Sole Voting Power
Number of 1,360,125 shares
Shares
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting 9 Sole Dispositive Power
Person 1,360,125 shares
With
10 Shared Dispositive Power
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
2,241,154 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
32.1%
14 Type Of Reporting Person*
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Ammex, Inc.
2 Check The Appropriate Box If a Member of a Group* (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds:
5 Check Box If Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
Michigan
7 Sole Voting Power
Number of 290,000 shares
Shares
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting 9 Sole Dispositive Power
Person 290,000 shares
With
10 Shared Dispositive Power
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
2,241,154 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
32.1%
14 Type Of Reporting Person*
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Can-Am Investments, Ltd.
2 Check The Appropriate Box If a Member of a Group* (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds:
5 Check Box If Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
Michigan
7 Sole Voting Power
Number of 551,029 shares
Shares
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting 9 Sole Dispositive Power
Person 551,029 shares
With
10 Shared Dispositive Power
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
2,241,154 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
32.1%
14 Type Of Reporting Person*
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Manual J. Moroun
2 Check The Appropriate Box If a Member of a Group* (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds:
5 Check Box If Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
U.S.
7 Sole Voting Power
Number of 40,000 shares
Shares
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting 9 Sole Dispositive Power
Person 40,000 shares
With
10 Shared Dispositive Power
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
2,241,154 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
32.1%
14 Type Of Reporting Person*
This is the Eleventh Amendment and a Restatement pursuant to Rule 101 of
Regulation S-T to a statement on Schedule 13D filed with the Securities and
Exchange Commission on July 16, 1992 (the "Schedule 13D") by a group
comprised of CenTra, Inc., a Delaware corporation ("CenTra"), Ammex, Inc., a
Michigan corporation ("Ammex"), Can-Am Investments, Ltd., a Delaware
corporation ("Can-Am"), and Manuel J. Moroun (collectively, the "Reporting
Persons").
This amendment and restatement reflects a number of developments
since filing of the previous amendment by the Reporting Persons in October
1995, and does not result from a particular event requiring a filing
Item 1. Security and Issuer
This statement relates to the Common Shares, par value $1.67 per
share (the "Common Shares"), of Chandler Insurance Company, Ltd., a Cayman
Islands corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is: Genesis Building, Second Floor, Grand Cayman,
Cayman Islands, British West Indies.
Item 2. Identity and Background
The persons filing this Statement are CenTra, Inc., Ammex, Inc.,
Can-Am Investments, Ltd., and Manuel J. Moroun. The Reporting Persons may
be deemed to be a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Act").
The principal business of CenTra is motor freight transportation.
The address of the principal office of CenTra is 12225 Stephens Road,
Warren, Michigan 48089. Information as to the name, business address,
present principal occupation and citizenship of each director, executive
officer and controlling person of CenTra, including Mr. Moroun, is annexed
hereto as Schedule A.
The principal business of Ammex is that of a duty free outlet. The
address of the principal office of Ammex is 12225 Stephens Road, Warren,
Michigan 48089. Information as to the name, business address, present
principal occupation and citizenship of each director, executive officer and
controlling person of Ammex, including Mr. Moroun, is annexed hereto as
Schedule B.
Can-Am was organized for the purpose of complying with certain
provisions of the Internal Revenue Code of 1986 in effecting acquisitions
of, and in holding, shares of the Common Shares. The address of the
principal office of Can-Am is 12225 Stephens Road, Warren, Michigan 48089.
Information as to the name, business address, present principal occupation
and citizenship of each director, executive officer and controlling person
of Can-Am, is annexed hereto as Schedule C.
Manuel J. Moroun ("Moroun") is a citizen of the United States of
America, and is principally employed as Chief Executive Officer of CenTra.
He is also chairman of the Board of Directors of CenTra and is an officer
and director of certain of its affiliates. His business address is c/o
CenTra, 12225 Stephens Road, Warren, Michigan 48089.
During the last five years, neither any of the Reporting Persons nor
any executive officer or director of any of CenTra, Ammex or Can-Am has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding or a judicial or
administrative body or competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
those laws.
Item 3. Sources and Amount of Funds or Other Consideration
CenTra acquired the 1,360,125 shares of the Common Shares owned
directly by it, as follows: (a) CenTra acquired 674,100 shares of the Common
Shares on December 28, 1988 in consideration of the sale, transfer and
conveyance to Chandler Insurance (Barbados), Ltd., a Barbados corporation
and a wholly-owned subsidiary of the Issuer ("Chandler Barbados"), of
1,000,000 shares of the capital stock of National Transport Indemnity, Inc.,
a Delaware corporation ("NTII"), pursuant to a Shares Exchange Agreement,
dated as of November 7, 1988 by and among Chandler Barbados and all of the
shareholders of NTII; (b) CenTra acquired 168,525 shares of the Common
Shares on June 8, 1989 as a stock dividend; and (c) CenTra acquired 517,500
shares of the Common Shares on March 20, 1990 for an aggregate cash purchase
price of $4,916,250, funded by CenTra's working capital.
Ammex acquired the 290,000 shares of the Common Shares owned
directly by it, as follows: (a) Ammex acquired 200,000 shares of the Common
Shares on December 13, 1988 for an aggregate cash purchase price of
$1,762,500, funded by Ammex's working capital; (b) Ammex acquired 20,000
shares of the Common Shares on December 28, 1988 in exchange for the
cancellation of certain warrants to purchase Common Shares then held by it;
(c) Ammex acquired 55,000 shares of the Common Shares on June 8, 1989 as a
stock dividend; and (d) Ammex acquired an aggregate of 15,000 shares of the
Common Shares in open market transactions in September and October 1990 for
an aggregate purchase price of $90,697, funded by Ammex's working capital.
Can-Am acquired 1,441,700 shares of the Common Shares directly owned
by it in open market purchases for an aggregate purchase price of
$10,072,490, funded by borrowings from Mr. Moroun, payable pursuant to the
terms of a promissory note. Such shares were acquired in a special trust
account pending receipt of required regulatory approvals and are now on
deposit with the U.S. District Court in Nebraska. On October 6, 1995, Can-
Am sold 1,441,000 Common Shares to Agnes A. Moroun. See Item 4. Can-Am may
be deemed to have acquired beneficial ownership of 550,329 shares by virtue
of entering into agreements to purchase such shares, subject to regulatory
approvals, together with obtaining irrevocable proxies to vote such shares,
subject to certain regulatory action. See Items 4 and 6.
Item 4. Purpose of Transaction
The Common Shares owned directly by CenTra and Ammex were acquired
on the dates indicated in Item 3 for investment purposes. On July 3, 1992,
CenTra reported that it was opposed to a proposal (the "Proposal") announced
by a group consisting of senior management and certain members of the Board
of Directors of the Issuer to reorganize the company to eliminate the public
shareholders through a tender offer. In connection with its opposition to
the Proposal, CenTra and certain affiliates offered to purchase additional
Common Shares from the Issuer and from various other parties. Can-Am
entered into agreements with Cactus Southwest Corp. and Universal Insurance
to purchase approximately 550,329 Common Shares, subject to regulatory
approval, which shares had been pledged by such parties to the Issuer to
secure certain obligations (the "Pledged Shares"). The Pledged Shares are
subject to certain agreements and irrevocable proxies in favor of Can-Am the
terms of which expired in July 1997.
On July 9, 1992, Windsor Acquisition Corp., a wholly-owned
subsidiary of Chandler Barbados, commenced a tender offer (the "Tender
Offer") as the first step toward the consummation of the Proposal. At a
meeting of the Board of Directors of the Issuer held later that day, three
representatives of CenTra, who were also members of the Board of Directors
of the Issuer, objected to the Tender Offer and other aspects of the
Proposal for the primary reason that the price offered to the public
shareholders was not fair.
Following the announcement of the Tender Offer by management, Can-Am
acquired 1,441,700 shares of the Common Shares in the open market to be held
in trust subject to regulatory approval. Certain of the Reporting Persons
made offers to third parties to acquire Common Shares at the same time.
Following a number of discussions with representatives of CenTra,
the Nebraska Department of Insurance (the "Department") issued an order
dated July 10, 1992 and received by CenTra on July 13, 1992, directing
CenTra, its officers, directors, and its affiliates to cease any further
purchases of Common Shares.
During July 1992, CenTra filed certain applications and reports with
the Department with respect to its ownership position in the Issuer. Also
in July, various litigation was commenced between the various parties
involving the issues described herein. Among the various litigation was a
proceeding initiated by National American Insurance Company ("NAICO"), a
subsidiary of the Issuer, and other parties in a Nebraska State court
alleging that the activities undertaken by CenTra and other defendants
violated Nebraska law governing the acquisition of control over Nebraska-
domiciled insurance companies.
On July 16, 1992, Moroun and two other directors brought suit in
the U.S. District Court for the Western District of Oklahoma (the "Oklahoma
Court") against the Issuer, certain subsidiaries, its management and other
parties alleging that the Proposal, among other things, was unfair to the
public shareholders and involved breaches of fiduciary duties by management
of the Issuer. Subsequently, various additional claims and counter-claims
were filed by the parties to the litigation.
On July 23, 1992, the Issuer announced that Windsor Acquisition
Corp. had withdrawn the Tender Offer.
On October 28, 1992, the Department issued an order which, among
other things, prohibited the disposition of the Common Shares acquired after
1991 by the Reporting Persons and their affiliates.
On October 6, 1995, Can-Am sold 1,441,000 Common Shares to Agnes A.
Moroun for consideration comprised of $500,000 in cash, $3,102,500 on a five
year note, and a deferred payment depending upon the future value of the
Common Shares of the Issuer.
On December 1, 1995, the Nebraska State court affirmed the order of
the Department which, among other things, prohibited the disposition of the
Common Shares acquired after 1991 by the Reporting Persons and their
affiliates.
In October 1995, NAICO filed an action against the Reporting
Persons and other parties in the Nebraska State Court seeking seizure and
sequestration of their Common Shares. The case was removed to Federal Court
in Nebraska and the Director of the Department intervened in support of
NAICO's request. Following various pretrial and summary judgment motions,
on March 25, 1997, the Federal Court granted motions filed by NAICO and the
Department and ordered the Reporting Persons to divest themselves of their
Common Shares and further ordered all parties to submit plans for the
orderly divesture of such shares. The Reporting Persons have filed an
appeal with the Eighth Circuit Court of Appeals and a motion to stay the
Federal Court's execution on its order pending determination of the appeal
has been granted.
As previously reported by the Issuer, on April 23, 1997, the United
States District Court for the Western District of Oklahoma (the "Oklahoma
Court") entered judgment on a jury verdict in favor of CenTra, Ammex and
representative derivative claimants for direct and derivative claims against
the Issuer, its Barbados wholly-owned subsidiary, and the Issuer's
management and certain directors for approximately $12.7 million. Judgment
was also entered on a counter-claim against CenTra for approximately
$788,000, an amount which CenTra had previously deposited with the Oklahoma
Court to secure payment of any possible outstanding insurance premiums
claimed by NAICO. CenTra and the other plaintiffs prevailed on all other
counter-claims asserted against them in this litigation. The Issuer and
other defendants have filed motions for judgment notwithstanding the verdict
and for a new trial, and CenTra has filed a motion for prejudgment interest
requesting an additional $12 million. All such motions remain pending
before the Oklahoma Court.
On April 28, 1997, a special meeting of the Board of Directors of
the Issuer was held at the special request of Directors Moroun and Harned
for the specific purpose of reviewing the consequences of the recent court
orders in Nebraska and Oklahoma. At such meeting, management of the Issuer
proposed that a Special Litigation Committee composed of two members of the
Board be commissioned to make any and all decisions regarding appropriate
actions to be taken by the Issuer, if any, with respect to the judicial
findings that certain members of management were guilty of fraud, violations
of federal securities laws and breach of fiduciary duties to shareholders.
Directors Moroun, Harned and Lech voted against the composition of the
Committee because, in their view, its members are not independent of
management. At a meeting of the Issuer's Board of Directors held on August
13, 1997, the Special Litigation Committee reported only that it ws
continuing to "review a variety of issues" related to the Nebraska and
Oklahoma court orders. To the knowledge of the Reporting Persons, the
Special Litigation Committee has not yet completed its assignment.
The Reporting Persons regularly review their investment in the
Common Shares and have no present intention to acquire additional Common
Shares. They are considering the various alternatives available with
respect to their Common Shares in light of the position of the Department
and the orders of the Oklahoma and Nebraska courts described above with
respect to disposition of their shares.
The Reporting Persons have engaged Mesirow Financial, Inc., a
Chicago based financial advisor, to explore various alternatives to sell or
dispose of their Common Shares directly, or as part of a possible sale,
merger, joint venture or recapitalization involving Issuer. It is the
intention of the Reporting Persons, in connection with any direct or
indirect disposition of their Common Shares, to evaluate the potential
impact of any such transaction upon the Issuer and all of its shareholders.
The Reporting Persons may, at some time, request permission from the
Department to dispose of their shares and may, from time to time, discuss
the possibility of such disposal with management of the Issuer and
interested third parties.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the Reporting Persons own beneficially
in the aggregate 2,241,154 shares of the Common Shares, which constitutes
approximately 32.1% of the outstanding shares of Common Shares based on the
number of such shares outstanding according to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997. As of the date hereof,
the Reporting Persons have direct beneficial ownership of shares of the
Common Shares, as follows:
Aggregate Number Percent of Class
CenTra 1,360,125 19.6%
Ammex 290,000 4.1%
Can-Am 551,029(1) 7.9%
Mr. Moroun 40,000(2) .5%
- --------------
(1) Includes 550,329 shares that Can-Am may be deemed to beneficially own
by virtue of entering into agreements to purchase such shares as described
in Item 4.
(2) Includes 25,000 shares owned by a corporation that is owned and
controlled by the son of Mr. Moroun and 15,000 shares held by his son.
To the best of the Reporting Persons' knowledge and belief, neither
the directors nor the executive officers of any of CenTra, Ammex (other than
Mr. Moroun) or Can-Am own any shares of the Common Shares, except as set
forth below:
A. Florence M. McBrien, a Director of CenTra, beneficially owns
2,000 shares of the Issuer. Such amount represents less
than one percent of the outstanding Common Shares.
B. Agnes A. Moroun, a Director, Vice President and Secretary of
CenTra, and Vice President and Secretary of Ammex,
beneficially owns 1,442,625 shares of the Issuer.
C. Norman E. Harned, Vice President, Treasurer and a director
of CenTra, and Vice President, Treasurer and Secretary of
Can-Am, owns beneficially 250 shares of the Issuer. Such
amount represents less than one percent of the Common
Shares.
D. Victoria M. Baks, a Director of CenTra, beneficially owns
2,000 shares of the Issuer. Such amount represents less
than one percent of the outstanding Common Shares.
E. Matthew T. Moroun, a Director of CenTra, beneficially owns
15,000 shares of the Issuer. Such amount represents less
than 1% of the outstanding Common Shares.
(b)(i) To the best of the Reporting Persons knowledge and
belief, each of the individuals named in paragraphs A through E above has
the sole power to vote or to direct the vote or to dispose or to direct the
disposition of the shares of the Common Shares respectively stated as owned
by such individuals.
(ii) By virtue of his relationships with each of CenTra and
Ammex, Mr. Moroun may be deemed to share with CenTra and Ammex the power to
vote or to direct the vote and to dispose or direct the disposition of the
shares of the Common Shares owned directly by CenTra and Ammex. Each
Reporting Person disclaims beneficial ownership of shares of the Common
Shares held by the other Reporting Persons for all other purposes.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Issuer has alleged that CenTra was in breach of a certain Right
of First Refusal Agreement dated as of December 28, 1988 regarding the
Common Shares. CenTra does not believe it is bound by such Agreement as a
result of the prior material breach and repudiation thereof by Messrs.
LaGere and Walkingstick and reserves the right to enforce such agreement
against Messrs. LaGere and Walkingstick. In the Oklahoma Court proceeding,
the jury found that CenTra did not breach the Right of First Refusal
Agreement.
See Item 4 above for description of agreements to purchase shares in
privately-negotiated transactions reached in July, 1992.
See Item 4 above for description of deposit of Shares by Can-Am with
U.S. District Court in Nebraska.
Item 7. Materials to be Filed as Exhibits
Set forth below is a list of the previously filed paper exhibits
with respect to Schedule 13D filed on July 16, 1992 as subsequently amended.
Exhibit No. Description
1 Promissory Note of Can-Am Investments, Ltd.
2 Right of First Refusal Agreement, dated as of
December 28, 1988, by and among W. Brent LaGere,
Benjamin T. Walkingstick, Jr., CenTra, Inc. and
Ammex, Inc.
3 Letter Agreement with Universal Insurance Group and
related entities
4 Letter Agreement with Cactus Southwest Corp.
5 Letter Agreement, dated July 10, 1992, by and among
M. J. Moroun, Can-Am and Dean Witter Trust
6 Joint Filing Agreement, dated July 13, 1992.
7 Complaint filed July 16, 1992 in U.S. District
Court for the Western District of Oklahoma
8 Order, filed July 17, 1992, of the Nebraska
Department of Insurance
9 Order, entered July 20, 1992, of the U.S. District
Court for the District of Nebraska
10 Answer and Counterclaim, filed July 22, 1992, in
the Western District of Oklahoma
11 Amended Verified Complaint, filed August 5, 1992,
in the Western District of Oklahoma
12 Amended Answer and Counterclaim, filed 8/17/92, in
the Western District of Oklahoma
13 Reply and Affirmative Defenses of CenTra Group,
filed 9/10/92, in the Western District of Oklahoma
SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: September 29, 1997 CENTRA, INC.
/s/ N. E. Harned
----------------------------
N. E. Harned, Vice President
and Treasurer
AMMEX, INC.
/s/ Manuel J. Moroun
----------------------------
Manuel J. Moroun, President
CAN-AM INVESTMENTS, LTD.
/s/ N. E. Harned
----------------------------
N. E. Harned, Vice President,
Treasurer and Secretary
/s/ Manuel J. Moroun
----------------------------
Manuel J. Moroun,
individually
Schedule A
Centra, Inc.
12225 Stephens
Warren, Michigan 48089-2010
Principal
Name Title Citizenship Occupation Address
M.J. Moroun President & Chair- U.S Executive 12225 Stephens,
man of the Board Warren, MI 48089
N.E. Harned V.P., Treas. & U.S. Executive 12225 Stephens,
Director Warren, MI 48089
A.A. Moroun Director U.S. Executive 12225 Stephens,
Warren, MI 48089
V.M. Baks Director U.S. Homemaker 34200 Mound Rd.
Sterling Hgts., MI
48313
F.M. McBrien Director U.S. Homemaker 34200 Mound Rd.,
Sterling Hgts., MI
48313
M.T. Moroun Director U.S. Executive 12225 Stephens,
Warren, MI 48089
A.P. Levesque Director U.S. Executive 34200 Mound Rd.,
Sterling Hgts., MI
48313
R.E. McFarland Director U.S. Attorney 32300 N'Western
Hwy., Ste. 230
Farmington Hills,
MI 48334
D. Stamper Director U.S. Executive 3500 Toledo
Detroit, MI 48216
N.M. Moroun Director U.S. Business 12225 Stephens,
Person Warren, MI 48089
Schedule B
AMMEX, INC.
12225 Stephens
Warren, Michigan 48089-2010
Principal
Name Title Citizenship Occupation Address
M.J. Moroun C.E.O., Chm'n & U.S. Executive 12225 Stephens,
Director Warren, MI 48089
N.E. Harned V.P., Treas. & U.S. Executive 12225 Stephens,
Sec'y. Warren, MI 48089
Schedule C
CAN-AM INVESTMENTS LIMITED
12225 Stephens
Warren, Michigan 48089-2010
Principal
Name Title Citizenship Occupation Address
M.J. Moroun President & U.S. Executive 12225 Stephens,
Director Warren, MI 48089
N.E. Harned V.P., Treas. & U.S. Executive 12225 Stephens,
Sec'y. Warren, MI 48089
