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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Chandler Insurance Company, Ltd.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
159057108
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(CUSIP Number)
David McLane,
1601 Elm Street, Suite 3000,
Dallas, Texas 75201,
(214) 999-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 29, 2000
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or
Section 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 Section 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).
(Continued on following page(s))
PAGE 1 OF 8 PAGES
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SCHEDULE 13D
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CUSIP No. 159057108 PAGE 2 OF 8 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lavaun Austin
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(7) SOLE VOTING POWER
NUMBER OF 1,015
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 1,015
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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(14) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 8
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SCHEDULE 13D
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CUSIP No. 159057108 PAGE 3 OF 8 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David M. Alsip
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(7) SOLE VOTING POWER
NUMBER OF 6,071
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 6,071
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,071
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
-------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 8
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SCHEDULE 13D
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CUSIP No. 159057108 PAGE 4 OF 8 PAGES
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David M. Alsip Irrevocable Trust
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
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(7) SOLE VOTING POWER
NUMBER OF 2,200
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 2,200
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,200
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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(14) TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 8
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CUSIP NO. 159057108 Page 5 of 8
Item 1. SECURITY AND ISSUER.
This Schedule 13D (this "Filing") relates to the common stock, $1.67
par value (the "Common Stock"), and voting and other contractual rights
relating thereto, of Chandler Insurance Company, Ltd., a Cayman Islands
corporation (the "Company"), which has its principal executive offices
located at 1010 Manvel Avenue, Chandler, Oklahoma 74834. The purpose of this
Filing is to reflect the beneficial ownership of Common Stock of additional
members of the group of senior management and key stockholders of the
Company who have announced a plan which would result in the Company becoming
privately held and to amend certain provisions of previous filings.
ITEM 2. IDENTITY AND BACKGROUND
25. (a) W. Brent LaGere
(e) In the civil proceeding CenTra, Inc. v. Chandler Insurance
Company, Ltd., et. al, Case No. CIV-92-1301-M, in the U.S.
District Court for the Western District of Oklahoma, judgment
was entered in favor of CenTra against Mr. LaGere in the amount
of $1.00, finding a violation of Section 10(b) of the Securities
Exchange Act of 1934, as amended (the " Exchange Act''), and a
violation of Section 11(a) of the Securities Act of 1933, as
amended (the "Act''), based upon a failure by the Company and
certain of its officers and directors to disclose the
applicability of the Nebraska Insurance Holding Company Act to
purchasers of stock of the Company in a public offering. The
judgment is currently being appealed.
37. (a) Mark Paden
(e) In the civil proceeding CenTra, Inc. v. Chandler Insurance
Company, Ltd., et. al, Case No. CIV-92-1301-M, in the U.S.
District Court for the Western District of Oklahoma, judgment
was entered in favor of CenTra against Mr. Paden in the amount
of $1.00, finding a violation of Section 10(b) of the Exchange
Act and a violation of Section 11(a) of the Act, based upon a
failure by the Company and certain of its officers and directors
to disclose the applicability of the Nebraska Insurance Holding
Company Act to purchasers of stock of the Company in a public
offering. The judgment is currently being appealed.
48. (a) Brenda Watson
(e) In the civil proceeding CenTra, Inc. v. Chandler Insurance
Company, Ltd., et. al, Case No. CIV-92-1301-M, in the U.S.
District Court for the Western District of Oklahoma, judgment
was entered in favor of CenTra against Ms. Watson in the amount
of $1.00, finding a violation of Section 10(b) of the Exchange
Act and a violation of Section 11(a) of the Act, based upon a
failure by the Company and certain of its officers and directors
to disclose the applicability of the Nebraska Insurance Holding
Company Act to purchasers of stock of the Company in a public
offering. The judgment is currently being appealed.
53. (a) BTW Investments LLC
(e) In the civil proceeding CenTra, Inc. v. Chandler Insurance
Company, Ltd., et. al, Case No. CIV-92-1301-M, in the U.S.
District Court for the Western District of Oklahoma, judgment
was entered in favor of CenTra against Ben Walkingstick, the
sole member and manager of BTW Investments, LLC, in the amount
of $1.00, finding a violation of Section 10(b) of the Exchange
Act and a violation of Section 11(a) of the Act, based upon a
failure by the Company and certain of its officers and directors
to disclose the applicability of the Nebraska Insurance Holding
Company Act to purchasers of stock of the Company in a public
offering. The judgment is currently being appealed.
106. (a) Lavaun Austin
(b) 1010 Manvel Avenue, Chandler, Oklahoma 74834.
(c) Lavaun Austin is a marketing assistant for the Company.
(d) Lavaun Austin has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Lavaun Austin has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to
Page 5 of 8
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CUSIP NO. 159057108 Page 6 of 8
a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Lavaun Austin is a citizen of the United States.
107. (a) David M. Alsip Irrevocable Trust
(b) P.O. Box 325, Chandler, Oklahoma 74834.
(c) The David M. Alsip Irrevocable Trust is an Oklahoma trust, and
David A. Alsip is the trustee.
(d) The David M. Alsip Irrevocable Trust has not, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) The David M. Alsip Irrevocable Trust has not, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of 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 such laws.
Item 4. PURPOSE OF TRANSACTION.
On June 1, 2000, the persons signing this Filing announced a plan which would
result in the Company becoming privately held through a reverse stock split.
As a result of this plan, the Company's shares of Common Stock would no longer
be quoted on Nasdaq and would be eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Act of 1934, as amended.
Furthermore, certain persons signing this Filing have made purchases of
shares of the Company's Common Stock in the public market and reserve the
right to make additional purchases in the public market in the future.
Other than as set forth in the preceding paragraph, the persons signing this
Filing do not have any specific plans or proposals which relate to or would
result in any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; any change in the present board of
directors or management of the Company; any change in the present
capitalization or dividend policy of the Company; any other material change
in the Company's business or corporate structure; changes in the Company's
charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the Company by any person; causing a
class of securities of the Company 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; a class of
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; or any action similar to any of those enumerated above; but such
persons reserve the right to propose or undertake or participate in any of
the foregoing actions in the future.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The persons signing this Filing beneficially own 1,929,587 shares
of the Company's Common Stock, which represents 43.6% of the
outstanding Common Stock of the Company.
The percentage calculations are based upon 4,428,033 shares of
Common Stock outstanding on April 30, 2000, as reported in the
Company's most recent Quarterly Report on Form 10-Q, filed May 11,
2000, which includes 1,142,625 shares of Common Stock which were
rescinded through litigation and are held by a court.
(b) The persons signing this Filing may be deemed to each have sole
voting and dispositive power over 1,929,587 shares of the
Company's Common Stock.
(c) See Item 4.
Page 6 of 8
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CUSIP NO. 159057108 Page 7 of 8
(d) None.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Each of the persons signing this Filing have signed a power of attorney
authorizing W. Brent LaGere to sign any and all necessary filings with the
Securities and Exchange Commission in connection with transactions which
would result in the Company becoming privately held.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 7 of 8
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CUSIP NO. 159057108 Page 8 of 8
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
June 29, 2000 /s/ Lavaun Austin
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Lavaun Austin, Individually
June 29, 2000 David M. Alsip Irrevocable Trust
By: /s/ David A. Alsip
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David A. Alsip, Trustee
July 17, 2000 /s/ W. Brent LaGere
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W. Brent LaGere, Individually
July 17, 2000 *
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Mark Paden, Individually
July 17, 2000 *
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Brenda Watson, Individually
July 17, 2000 BTW Investments, LLC
By: *
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B. Walkingstick, Manager
* /s/ W. Brent LaGere
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W. Brent LaGere as Attorney-in-fact
*Each of these persons have previously signed a power of attorney authorizing
W. Brent LaGere to sign any and all necessary filings with the Securities and
Exchange Commission in connection with transactions which would result in the
Company becoming privately held. Mr. LaGere has signed this filing on their
behalf.
Page 8 of 8
