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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Merchants Group, Inc.
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(Name of Issuer)
Common Stock $.01 par value
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(Title of Class of Securities)
588539106
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(CUSIP Number)
Joseph D. Lehrer, Esq.
10 South Broadway, Suite 2000, St. Louis, Missouri 63102
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
1/21/97
--------------------------------
(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 / /.
Check the following box if a fee is being paid with the 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 filed 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 6 Pages
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CUSIP NO. 588539106 13D PAGE 2 OF 6 PAGES
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Weil, SSN: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 234,000, subject to the disclaimer contained in Item 5.
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH None
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9 SOLE DISPOSITIVE POWER
234,000, subject to the disclaimer contained in Item 5.
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
234,000
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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)
7.65%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 588539106 Page 3 of 6
AMENDMENT NO. 1 TO SCHEDULE 13D
The Reporting Person reported the acquisition of shares of Common Stock
("Stock") of Merchants Group, Inc., a Delaware corporation (the "Issuer") in an
initial filing of this Schedule 13D on December 17, 1996. In this regard, Item
3, Item 4 and Item 5 are hereby amended as follow. All other items are
unchanged from the initial filing, as amended.
ITEM 3. Source and Amount of Funds or Other Consideration.
All shares of Stock of the Issuer were purchased with the funds of the
owners of the shares of Stock listed in Item 5. All purchases of the shares of
Stock of the Issuer were made by purchase at prevailing market prices as quoted
on the American Stock Exchange.
ITEM 4. Purpose of the Transaction.
The owners listed in Item 5 purchased the Stock of the Issuer for general
investment purposes. The owners listed in Item 5 may acquire additional shares
of the Stock of the Issuer, based upon their respective investment decisions.
It is not contemplated that any of the acquisitions reported hereunder or any
future acquisitions will result in any change in the present management of the
Issuer.
The owners listed in Item 5 have no present plans or proposals which relate to
or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(c) 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 fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend
policy of the Issuer;
(e) any other material change in the Issuer's business or corporate
structure;
(f) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
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CUSIP NO. 588539106 Page 4 of 6
(g) causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(h) 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; or
(i) any action similar to those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a) Subject to the disclaimer of beneficial ownership hereinafter set
forth, the Reporting Person hereby reports beneficial ownership of
234,000 shares of Stock in the manner hereinafter described:
<TABLE>
<CAPTION>
Percentage of
Relationship to Number Outstanding
Shares Held in Name of Reporting Person of Shares Securities
- ------------------------------ ---------------- --------- -------------
<S> <C> <C> <C>
Woodbourne Development, L.P. Partnership
Controlled by
Reporting Person 229,000(1) 7.48%
Victoria L. Weil Daughter 3,000 .10%
Gideon J. Weil Son 1,000 .03%
Clayton Management Company Corporation
Controlled by
Reporting Person 1,000 .03%
-------- ----
TOTAL 234,000 7.65%
======== ====
(+.01 rounding error)
</TABLE>
The foregoing percentages assume that the Issuer has 3,059,652 shares of
Stock outstanding.
All shares held in the name of family members or family trusts of the
Reporting Person are reported as beneficially owned by the Reporting Person
because those family members or trusts
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1 Includes 600 shares previously unreported due to an inadvertent
error in calculating the total number shares owned by the partnership prior to
the initial filing of this Schedule 13D on December 17, 1996. It is the
Reporting Person's belief that such error did not have an impact on the date by
which the Reporting Person was required to file his initial Schedule 13D.
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CUSIP NO. 588539106 Page 5 of 6
may seek investment advice or voting advice of the Reporting Person. All
shares held in the name of the partnership controlled by the Reporting Person
are reported as beneficially owned by the Reporting Person because, as sole
shareholder of the corporate general partner of such partnership, the Reporting
Person has voting and investment power with respect to the shares owned by such
partnership. All shares held in the name of the corporation controlled by the
Reporting Person are reported as beneficially owned by the Reporting Person
because, as sole shareholder, director and officer of such corporation, the
Reporting Person has voting and investment power with respect to the shares
owned by such corporation. Except for Stock held in the name of the Reporting
Person, or in trust wherein the Reporting Person is trustee, or in the name of
the partnership controlled by the Reporting Person, or in the name of the
corporation controlled by the Reporting Person, there is no written document
or agreement conferring the right of the Reporting Person to acquire or
dispose of the Stock or giving the Reporting Person the right to vote such
shares of Stock.
AS PROVIDED IN S.E.C. REGULATION SECTION 240.13d-4, THE REPORTING PERSON
HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT
HE IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE
ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
(b) Subject to the above disclaimer of beneficial ownership, for each
person named in paragraph (a), the number of shares as to which there
is sole power to vote or direct the vote, shared power to vote or
direct the vote, sole power to dispose or direct the disposition, or
shared power to dispose or direct the disposition, is the same as in
paragraph (a).
(c)
<TABLE>
<CAPTION>
Net
Price
Number Per Transaction
Purchase in the Name of Date of Shares Share Made Through
- ----------------------- -------- --------- ------ -------------------
<S> <C> <C> <C> <C>
Woodbourne Partners L.P. 12/19/96 1,300 18.375 Goldman Sachs & Co.
Woodbourne Partners L.P. 12/24/96 500 18.375 Goldman Sachs & Co.
Woodbourne Partners L.P. 12/26/96 2,000 18.375 Goldman Sachs & Co.
Woodbourne Partners L.P. 12/30/96 2,000 18.375 Goldman Sachs & Co.
Woodbourne Partners L.P. 1/2/97 2,000 18.375 Goldman Sachs & Co.
Woodbourne Partners L.P. 1/3/97 2,000 18.375 Goldman Sachs & Co.
Woodbourne Partners L.P. 1/21/97 67,800 18.500 Goldman Sachs & Co.
</TABLE>
(d) Not applicable.
(e) Not applicable.
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CUSIP NO. 588539106 Page 6 of 6
SIGNATURES
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.
/s/ John D. Weil
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John D. Weil
January 31, 1997
