<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. __) 1
Centris Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
155904 10 5
(CUSIP Number)
Philo Smith, 2950 Summer Street
Stamford, Connecticut 06905 (203) 348-7365
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 18, 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.
(Continued on following pages)
Page 1 of 14 Pages
____________________
1 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 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).
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SCHEDULE 13D
CUSIP No. 155904105 Page 2 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
United States citizen
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
373,800
9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
373,800
11 Aggregate Amount Beneficially Owned By Each Reporting Person
398,300
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
6.7%
14 Type Of Reporting Person
IN
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SCHEDULE 13D
CUSIP No. 155904105 Page 3 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith & Co., Inc.
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
69,200
9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
69,200
11 Aggregate Amount Beneficially Owned By Each Reporting Person
69,200
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
1.2%
14 Type Of Reporting Person
CO
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SCHEDULE 13D
CUSIP No. 155904105 Page 4 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Partners Limited Partnership - 06 - 0921598
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source Of Funds
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
69,200
9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
69,200
11 Aggregate Amount Beneficially Owned By Each Reporting Person
69,200
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
1.2%
14 Type Of Reporting Person
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 155904105 Page 5 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Partners Limited Partnership Two
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source Of Funds
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
24,500
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
None
9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
24,500
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned By Each Reporting Person
24,500
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
0.4%
14 Type Of Reporting Person
PN
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SCHEDULE 13D
CUSIP No. 155904105 Page 6 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Fund Limited
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source Of Funds
WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Bermuda
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
304,600
9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
304,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
304,600
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
5.1%
14 Type Of Reporting Person
IV
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SCHEDULE 13D
CUSIP No. 155904105 Page 7 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith Capital Corporation
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
24,500
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
304,600
9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
24,500
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
304,600
11 Aggregate Amount Beneficially Owned By Each Reporting Person
329,100
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
5.5%
14 Type Of Reporting Person
CO
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D is filed with respect to the common stock of Centris
Group, Inc. ("Centris Group"), 650 Town Center Drive, Suite 1600,
Costa Mesa, California, 92626.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Philo Smith, Philo Smith & Co., Inc.,
PSCO Partners Limited Partnership, PSCO Partners Limited Partnership
Two, PSCO Fund Limited and Philo Smith Capital Corporation.
PSCO Partners Limited Partnership ("PSCO Partners") is a Connecticut
limited partnership located at 2950 Summer Street, Stamford,
Connecticut 06905. It is an investment partnership. Its General
Partners are Philo Smith, an individual, and Philo Smith & Co., Inc.,
a Connecticut corporation (the "Company"), both located at 2950 Summer
Street, Stamford, Connecticut 06905. The principal occupation of
Philo Smith is to provide financial advisory services. The principal
business of the Company is to engage in corporate finance activities,
to act as General Partner of PSCO Partners, and to publish a monthly
journal concerning the insurance industry.
The directors of the Company are Philo Smith, James E. Inglis, 2950
Summer Street, Stamford, Connecticut 06905, whose principal
occupation is acting as Vice President, Treasurer and Secretary of the
Company, James A. Amen, 2950 Summer Street, Stamford, Connecticut
06905, whose principal occupation is acting as Vice President of the
Company, and George M. Whitmore, Jr., 4 Cedarwood Drive, Greenwich,
Connecticut 06830, a self-employed management consultant. The
officers are Philo Smith, President, James E. Inglis, Vice President,
Treasurer and Secretary, and James A. Amen, Vice President.
PSCO Partners Limited Partnership Two ("PSCO Partners Two") is a
Connecticut limited partnership located at 2950 Summer Street,
Stamford, Connecticut 06905. It is an investment partnership. Its
General Partner is Philo Smith Capital Corporation, a Connecticut
corporation ("Capital"), located at 2950 Summer Street, Stamford,
Connecticut, 06905. The principal business of Capital is investment
management and corporate finance. Capital's directors are Philo
Smith, James E. Inglis, James A. Amen, and George M. Whitmore, Jr.
The officers of Capital are Philo Smith, President, James E. Inglis,
Vice President, Treasurer and Secretary, and James A. Amen, Vice
President.
Page 8 of 14
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PSCO Fund Limited is an open-end investment company incorporated in
Bermuda and located at 6 Front Street, Hamilton 11, Bermuda. The
principal business of PSCO Fund Limited is investment management. The
directors of PSCO Fund Limited are Philo Smith, Dr. Ernst Baumgartner,
employed by DUNA INVEST, 1010 Wien, Salztorgasse 512, Austria, Frank
N.C. Lochan, Senior Vice President, Trilon Financial Corporation, BCE
Place, 181 Bay Street, P. O. Box 171, Suite 4420, Toronto, Ontario,
Canada, M5J 2T3, John C.R. Collis, partner, Conyers, Dill & Pearman,
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, and David
T. Smith, Senior Manager, Corporate Trust, The Bank of Bermuda
Limited, Bank of Bermuda Building, 6 Front Street, Hamilton HM 11,
Bermuda. The officers of PSCO Fund Limited are Frank N.C. Lochan,
Chairman and President and David T. Smith, Vice President and
Secretary. The investment advisor for PSCO Fund Limited is Capital.
None of the reporting persons nor any of the other persons identified
in this item has been convicted, during the past five years, in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). None, during the past five years, has been a party to
a civil proceeding resulting in a judgment, decree or final order
relating to securities laws. Each natural person identified above is
a U.S. citizen except for Frank N.C. Lochan, a Canadian citizen, Dr.
Ernst Baumgartner, an Austrian citizen and John C.R. Collis and David
T. Smith, both of whom are British citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The amount of funds expended for the shares of common stock of Centris
Group held by PSCO Partners was approximately $1,483,403 (including
commissions). PSCO Partners used cash available to it for such
purchases, and no borrowed funds were involved.
The amount of funds expended for the shares of common stock of Centris
Group held by PSCO Partners Two was approximately $546,532 (including
commissions). PSCO Partners Two used cash available to it for such
purchases, and no borrowed funds were involved.
The amount of funds expended for the shares of common stock of Centris
Group held by PSCO Fund Limited was approximately $6,494,195
(including commissions). PSCO Fund Limited used cash available to it
for such purchases, and no borrowed funds were involved.
Page 9 of 14 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the purchases by the reporting persons has been to
acquire shares for investment. Philo Smith, the Company, PSCO
Partners, PSCO Partners Two, PSCO Fund Limited and Capital may
purchase additional shares of Centris Group, from time to time,
depending upon price, market conditions, availability of funds,
evaluation of alternative investments and other factors. Although
none of these persons has a present intention to sell the shares
anticipated to be acquired, one or all of them might determine to sell
some or all of such shares based upon need for funds, price, and
similar factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
PSCO Partners owns 69,200 shares of Centris Group common stock, or
approximately 1.2% of the outstanding shares of that class. PSCO
Partners Two owns 24,500 shares of Centris Group common stock, or
approximately 0.4% of the outstanding shares of that class. PSCO Fund
Limited owns 304,600 shares of Centris Group common stock, or
approximately 5.1% of the outstanding shares of that class.
Philo Smith and the Company share voting and investment power with
respect to shares held by PSCO Partners. Capital has sole voting and
investment power with respect to shares held by PSCO Partners Two.
Philo Smith and Capital share voting and investment power with respect
to shares held by PSCO Fund Limited.
With respect to shares held by PSCO Partners, PSCO Partners Two, and
PSCO Fund Limited, no person other than the holder has the right or
power to receive dividends from, or proceeds from the sale of, shares
of Centris Group.
By virtue of the investment and voting arrangement described above,
Philo Smith and the Company beneficially own 69,200 shares of the
common stock of Centris Group, or approximately 1.2% of the
outstanding, held by PSCO Partners, Capital beneficially owns 24,500
shares of the common stock of Centris Group, or approximately 0.4% of
the outstanding, held by PSCO Partners Two, and Philo Smith and
Capital beneficially own 304,600 shares of the common stock of Centris
Group, or approximately 5.1% of the outstanding, held by PSCO Fund
Limited.
Page 10 of 14 Pages
<PAGE>
In the past sixty days, PSCO Fund Limited has effected the following
transactions in the common stock of Centris Group, each a purchase
through a normal brokerage transaction in the over-the-counter market:
TRADE DATE NUMBER OF SHARES PRICE
08/28/97 7,200 22.125
08/29/97 15,100 22.1875
09/02/97 10,000 22.1875
09/03/97 10,000 22
09/10/97 60,000 20.5
09/16/97 10,000 20.5
09/17/97 30,000 20.5
09/18/97 10,000 19.875
09/19/97 9,000 19.8125
09/22/97 5,000 19.5
09/23/97 26,000 19.5
10/06/97 8,000 22.125
10/07/97 7,000 22.0625
10/08/97 0,000 22.1875
10/10/97 12,700 22.8637
10/16/97 2,000 23
10/17/97 2,600 22.75
10/21/97 5,400 22.5625
10/23/97 4,600 22.4375
In the past sixty days, PSCO Partners has effected the following
transactions in the common stock of Centris Group, each a purchase
through a normal brokerage transaction in the over-the-counter market:
TRADE DATE NUMBER OF SHARES PRICE
09/08/97 33,500 21.3358
09/09/97 6,500 20.5
09/16/97 500 20.625
In the past sixty days, PSCO Partners Two has effected the following
transactions in the common stock of Centris Group, each a purchase
through a normal brokerage transaction in the over-the-counter market:
TRADE DATE NUMBER OF SHARES PRICE
08/27/97 4,500 22.125
Page 11 of 14
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Each filing party disclaims membership with any other filing party in
a "group", as that term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934 and the rules promulgated thereunder. PSCO
Partners owns its shares of Centris Group separately from PSCO
Partners Two and PSCO Fund Limited, and PSCO Partners.
Two and PSCO Fund Limited own their respective shares of Centris Group
separately from each other. Although they have a common investment
advisor, from whom each takes its name, and common investment goals,
PSCO Partners, PSCO Partners Two and PSCO Fund Limited have no
agreement or understanding for concerted action in acquiring, holding
or disposing of shares of the common stock of Centris Group.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Apart from the agreements and relationship described above in this
Schedule and the agreements between (a) the Company and PSCO Partners,
(b) Capital and PSCO Partners Two, and (c) Capital and PSCO Fund
Limited, there is no contract, arrangement, understanding or
relationship among Philo Smith, the Company, PSCO Partners, PSCO
Partners Two, PSCO Fund Limited and Capital, nor between those parties
collectively and any other person, with respect to the common stock of
Centris Group.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Consent to joint filing
Page 12 of 14
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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.
Dated this 24th day of October, 1997
/s/ Philo Smith
Philo Smith
PHILO SMITH & CO., INC.
By: /s/ Philo Smith
Philo Smith, President
PSCO PARTNERS LIMITED PARTNERSHIP
By: /s/ Philo Smith
Philo Smith, General Partner
PSCO PARTNERS LIMITED PARTNERSHIP TWO
By: /s/ Philo Smith
Philo Smith, President of
Philo Smith Capital
Corporation, General Partner
PSCO FUND LIMITED
By: /s/ Philo Smith
Philo Smith, General Manager
PHILO SMITH CAPITAL CORPORATION
By: /s/ Philo Smith
Philo Smith, President
Page 13 of 14 Pages
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Exhibit A
CONSENT TO JOINT FILING
The undersigned agree and confirm that the Schedule 13D with respect
to the common stock of Centris Group, Inc., to which this consent is attached as
an exhibit is, and subsequent amendments thereof will be, filed on behalf of
each of the undersigned.
Dated this 24th day of October, 1997.
/s/ Philo Smith
Philo Smith
PHILO SMITH & CO., INC.
By: /s/ Philo Smith
Philo Smith, President
PSCO PARTNERS LIMITED PARTNERSHIP
By: /s/ Philo Smith
Philo Smith, General Partner
PSCO PARTNERS LIMITED PARTNERSHIP TWO
By: /s/ Philo Smith
Philo Smith, President of
Philo Smith Capital
Corporation, General Partner
PSCO FUND LIMITED
By: /s/ Philo Smith
Philo Smith, General Manager
PHILO SMITH CAPITAL CORPORATION
By: /s/ Philo Smith
Philo Smith, President
Page 14 of 14 Pages
