UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
ARGONAUT GROUP, INC.
(Name of Issuer)
Common Stock, par value $0.10
(Title of Class of Securities)
040157109
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 28, 1995
(Date of Event which Requires Filing of this Statement)
If this 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 five percent or less 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).<PAGE>
SCHEDULE 13D
CUSIP No. 040157109 Page 2 of 6 Pages
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC, PF
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
N/A
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 1,114,000
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 434,100
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 1,114,000
_________________________________________________________________
(10) Shared Dispositive Power
434,100
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,548,100
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
6.2%
_________________________________________________________________
14) Type of Reporting Person
I N<PAGE>
Item 2. Identity and Background.
This statement is being filed by Leon G. Cooperman,
("Cooperman"). Cooperman is the managing general partner of two
limited partnerships organized under the laws of the State of
Delaware known as Omega Capital Partners, L.P., and Omega
Institutional Partners, L.P. They are private investment firms
engaged in the purchase and sale of securities for investment for
their own accounts. The business address of Cooperman and the
principal business and office of Omega Capital Partners, L.P., and
Omega Institutional Partners, L.P., is c/o Omega Advisors, Inc., 88
Pine Street, Wall Street Plaza - 31st Floor, New York, New York
10005. Cooperman is a citizen of the United States.
Cooperman is also the President and majority stockholder
of Omega Advisors, Inc., a Delaware corporation, engaged in
providing investment management. The address of the principal
business and office of Omega Advisors, Inc. is 88 Pine Street, Wall
Street Plaza - 31st Floor, New York, New York 10005. Omega
Advisors, Inc. serves as investment manager to Omega Overseas
Partners, Ltd., a Cayman Island corporation, with a business
address at British American Tower, Third Floor, Jennrett Street,
Georgetown, Grand Cayman Island, British West Indies. Omega
Advisors, Inc. also serves as investment manager to Omega Overseas
Partners, II, Ltd., a Cayman Island corporation, with a business
address c/o Hemisphere House, 9 Church Street, Hamilton HM 11,
Bermuda. Cooperman controls Omega Overseas Partners, Ltd. and
Omega Overseas Partners II, Ltd. Omega Advisors, Inc. also serves
with discretionary power as investment manager to unrelated third
parties (herein referred to as the " Managed Account").
Cooperman is the sole general partner of a limited
partnership organized under the laws of the State of New Jersey
known as Watchung Road Associates, L.P. It is a private investment
partnership engaged in the purchase and sale of securities and
other investments for its own account. The principal business and
office of Watchung Road Associates, L.P., is 45 Watchung Road,
Short Hills, New Jersey 07078.
Cooperman is married to an individual named Toby
Cooperman. Cooperman is also one of the Trustees of the Leon and
Toby Cooperman Foundation (the "Foundation"), a charitable trust
dated December 16, 1981. The other Trustees are his wife, Toby
Cooperman, and his sons, Wayne Cooperman and Mark Cooperman.
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 1,548,100 Shares. Of this
amount, 100,000 Shares are owned by Cooperman for his personal
account; 407,600 Shares are owned by Omega Capital Partners, L.P.;
261,700 Shares are owned by Omega Institutional Partners, L.P.;
124,700 Shares are owned by Omega Overseas Partners, Ltd.; 277,100
Shares are owned by the Managed Account; 220,000 Shares are owned
by Watchung Road Associates, L.P.; 130,000 Shares are owned by Toby
Cooperman; and 27,000 Shares are owned by the Foundation.
Cooperman is deemed to have Shared Voting and Dispositive Power as
to the Shares owned by Toby Cooperman, the Foundation, and the
Managed Account.
The source of funds for the purchase of the Shares by Omega
Capital Partners, L.P., Omega Institutional Partners, L.P., Omega
Overseas Partners, Ltd., the Managed Account, Watchung Road
Associates, L.P., and the Foundation was investment capital, and
the source of funds by Cooperman and his wife, Toby Cooperman, was
personal funds.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10-K for the calendar year ended December 31, 1994 filed with
the Securities and Exchange Commission, there were issued and out-
standing as of February 28, 1995, 24,930,388 Shares of Common
Stock. Cooperman owns 100,000 Shares, or 0.4% of those
outstanding; Omega Capital Partners, L.P., owns 407,600 Shares, or
1.6% of those outstanding; Omega Institutional Partners, L.P., owns
261,700 Shares, or 0.8% of those outstanding; Omega Overseas
Partners, Ltd., owns 124,700 Shares, or 0.5% of those outstanding;
Watchung Road Associates, L.P., owns 220,000 Shares, or 0.9% of
those outstanding; Toby Cooperman owns 130,000 Shares, or 0.5% of
those outstanding; the Foundation owns 27,000 Shares, or 0.1% of
those outstanding; and the Managed Account owns 277,100 Shares, or
1.1% of those outstanding. Cooperman possesses sole power to vote
and direct the disposition of all Shares owned by him and by Omega
Capital Partners, L.P., Omega Institutional Partners, L.P., Omega
Overseas Partners, Ltd., Omega Overseas Partners II, Ltd., and
Watchung Road Associates, L.P. As to the 277,100 Shares owned by
the Managed Account, there would be shared power to dispose or to
direct the disposition of such Shares because the owner of the
Managed Account may be deemed beneficial owner of such Shares
pursuant to Rule 13d-3 under the Act as a result of their right to
terminate the discretionary accounts within a period of 60 days.
As to the 130,000 Shares owned by Toby Cooperman, and because of
their relationship, there may be deemed to have shared power to
dispose or to direct the disposition of such Shares. As to the
27,000 Shares owned by the Foundation and because he is one of four
Trustees, he may be deemed to have shared power to dispose or to
direct the disposition of such Shares. Cooperman disclaims
beneficial ownership of the Shares except those personally owned
and to the extent of his pro-rata profits interest in the limited
partnerships.
The following tables detail all transactions by each of
the entities and persons identified above within the 60 day period
prior to this filing. All transactions were open market
transactions.
Omega Capital Partners, L.P.
Date of Nature of Amount of Price Per
Transaction Transaction Shares Share
02/14/95 Sale 10,000 $30.875
02/14/95 Purchase 400 31.00
Omega Institutional Partners, L.P.
Date of Nature of Amount of Price Per
Transaction Transaction Shares Share
02/28/95 Purchase 7,000 $30.9613
02/28/95 Purchase 1,800 31.00
02/28/95 Sale 38,100 30.75
03/20/95 Purchase 5,400 29.875
03/23/95 Purchase 1,700 29.875
03/28/95 Purchase 54,900 29.00
Omega Overseas Partners, Ltd.
Date of Nature of Amount of Price Per
Transaction Transaction Shares Share
02/03/95 Purchase 6,400 $30.50
02/03/95 Purchase 300 30.75
02/03/95 Sale 31,000 30.75
Omega Overseas Partners, II, Ltd.
Date of Nature of Amount of Price Per
Transaction Transaction Shares Share
02/06/95 Purchase 7,500 $30.50
02/07/95 Purchase 2,400 30.375
02/09/95 Purchase 1,000 30.4375
02/28/95 Purchase 2,100 30.9613
02/28/95 Purchase 500 31.00
03/15/95 Sale 15,100 30.625
The Managed Account
Date of Nature of Amount of Price Per
Transaction Transaction Shares Share
02/03/95 Purchase 8,600 $30.50
02/03/75 Purchase 400 30.75
02/03/95 Sale 19,000 30.75
02/28/95 Purchase 600 30.9613
02/28/95 Purchase 200 31.00
03/14/95 Purchase 56,600 30.375
03/15/95 Sale 3,400 30.625
03/17/95 Purchase 10,000 30.125
03/20/95 Purchase 4,600 29.875
03/22/95 Purchase 1,000 29.875
03/23/95 Purchase 800 29.875
03/28/95 Purchase 72,900 29.00
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof or between such persons
and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any other
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
There is no material to be filed as Exhibits.
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 29, 1995
/s/ ALAN M. STARK
ALAN M. STARK on behalf of LEON G. COOPERMAN,
individually and as managing partner of Omega
Capital Partners, L.P., Omega Institutional
Partners, L.P., as general partner of Watchung
Road Associates, L.P., as Trustee of the Foundation,
and as President of Omega Advisors, Inc. pursuant
to Power of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
