UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
MERCHANTS GROUP, INC.
_________________________________________________________________
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
_________________________________________________________________
(Title of Class of Securities
588539-10-6
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 14, 1999
_______________________
(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 Rule 13d-
1(e), 13d-1(f) or 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 Rule 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).
<PAGE>
SCHEDULE 13D
Amendment No. 4
CUSIP NO. 588539-10-6
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Brent D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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.A.
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 15,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
15,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.545%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 588539-10-6
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Jane D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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.A.
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 20,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
20,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.727%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 588539-10-6
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
The Cameron Baird Foundation
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
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 588539-10-6
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Citizens Growth Properties
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
Ohio
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 16,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
16,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.599%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 588539-10-6
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
First Carolina Investors, Inc.
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
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 135,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
135,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.905%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
FORM 13D
AMENDMENT NO. 4
CUSIP NO. 588539-10-6
INTRODUCTION
The ownership of Shares of Common Stock ("Shares") of
Merchants Group, Inc. (the "Issuer") was reported by members of
the Baird family and other persons (the "Reporting Persons") in a
Schedule 13D filed with the Securities and Exchange Commission on
February 2, 1995, as amended by Schedule 13D Amendment No. 1
filed with the Securities and Exchange Commission on March 7,
1995, Schedule 13D Amendment No. 2 filed with the Securities and
Exchange Commission on March 31, 1995, and Schedule 13D Amendment
No. 3 filed with the Securities and Exchange Commission on July
14, 1995 ("Amendment No. 3"). Schedule 13D, as amended, is
hereby further amended to update the ownership of Shares by the
Reporting Persons. Since the filing of Amendment No. 3, the
total number of Shares currently owned by the Reporting Persons
decreased, and the total percentage of outstanding Shares owned
by the Reporting Persons increased (as a result of fewer
outstanding Shares of the Issuer).
For those Reporting Persons whose ownership of Shares
changed since the filing of Amendment No. 3, their respective
cover pages are hereby amended to read as set forth in this
Amendment No. 4. Item 5 is hereby amended as set forth in this
Amendment No. 4. All other cover pages and items remain
unchanged, and are incorporated herein by reference.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT
SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT
THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE
ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE
A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF
THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER
THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY
IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL
INTEREST.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) The Reporting Persons hereby report beneficial ownership, in
the manner hereinafter described, of 273,600 Shares of the
Issuer.
Such Shares are held as follows:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
Aries Hill Corp. 47,000 1.708%
Brent D. Baird (2) 15,000 0.545%
Anne S. Baird
(i) individually 2,000 0.073%
(ii) as trustee f/b/o
Cameron D. Baird (3) 100 0.004%
Jane D. Baird 20,000 0.727%
Bridget B. Baird, as
successor trustee (4) 14,000 0.508%
Brian D. Baird, as
successor trustee (5) 1,000 0.036%
Citizens Growth Properties 16,500 0.599%
Susan R. O'Connor 2,000 0.073%
Cinnamon Investments Ltd. 7,000 0.254%
Bruce C. Baird 5,000 0.182%
Cameron D. Baird 4,000 0.145%
David M. Stark, as
successor trustee (6) 2,000 0.073%
Ruth R. Senturia 1,000 0.036%
First Carolina Investors 135,000 4.905%
Belmont Contracting Co., 2,000 0.073%
Inc. ______ ______
TOTAL 273,600 9.941%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares outstanding as of June 30, 1999 is 2,752,252
Shares.
(2) 10,000 of such shares are held individually; 5,000 by a
Trubee, Collins retirement fund for his benefit.
(3) Cameron D. Baird is the sole beneficiary.
(4) Jane D. Baird is the income beneficiary and the issue of
Jane D. Baird are the remainder beneficiaries under a
trust agreement dated 12/23/38.
(5) Jane D. Baird is the income beneficiary and the issue of
Jane D. Baird are the remainder beneficiaries under a
trust agreement dated 2/13/22.
(6) The family of Anne S. Baird are the beneficiaries under a
testamentary trust established by the Will of Margaret S.
DeMorinni.
(b) For each person named in paragraph (a), that person has sole
voting and sole dispositive power over the Shares enumerated
in paragraph (a).
(c) The following sale of the Shares was effected during the
past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Sale In The Name Number not Transaction
Of Date of included) Made Through
Shares
<S> <C> <C> <C> <C>
Citizens Growth 7/14/99 1,000 22 9/16 Fahnestock & Co
Properties
</TABLE>
(d) Not applicable
(e) Not applicable
<PAGE>
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.
DATED this 16th day of July, 1999.
FIRST CAROLINA INVESTORS, INC.
By: s/Brent D. Baird
Brent D. Baird, Chairman
CITIZENS GROWTH PROPERTIES
By: s/Brian D. Baird
Brian D. Baird, Secretary
CAMERON BAIRD FOUNDATION
By: s/Brian D. Baird
Brian D. Baird, Trustee
Jane D. Baird and Brent D. Baird
By: s/Brian D. Baird
Brian D. Baird, Attorney*
* Powers of Attorney previously filed with the Securities
and Exchange Commission
