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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
MERCHANTS GROUP, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
588539 10 6
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(CUSIP Number)
JOSEPH D. LEHRER, ESQ.
10 SOUTH BROADWAY, SUITE 2000, ST. LOUIS, MISSOURI 63102 (314) 241-9090
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
OCTOBER 1, 1999
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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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), (f) or (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 the disclosures provided in a prior cover page.
The information required in 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 5 Pages
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<TABLE>
<S><C>
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CUSIP No. 588539 10 6 13D Page 2 of 5 Pages
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (entities only)
WOODBOURNE PARTNERS, L.P.
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2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO
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5 Check 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
MISSOURI
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Number of 7 Sole Voting Power
Shares 230,600, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5.
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Beneficially 8 Shared Voting Power
Owned by -0-
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Each 9 Sole Dispositive Power
Reporting 230,600, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5.
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10 Shared Dispositive Power
Person With
-0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
230,600, SUBJECT TO THE DISCLAIMER CONTAINED IN ITEM 5.
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_|
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13 Percent of Class Represented by Amount in Row (11)
8.4%
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14 Type of Reporting Person (See Instructions)
PN
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</TABLE>
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CUSIP No. 588539 10 6 13D Page 3 of 5 Pages
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AMENDMENT NO. 2 TO SCHEDULE 13D
John D. Weil, the sole shareholder and director of Clayton Management
Company, the corporate general partner of the Reporting Person, Woodbourne
Partners, L.P., 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 as amended by that certain
Amendment No. 1 to Schedule 13D filed on January 31, 1997. Item 2, Item 4 and
Item 5 are hereby amended as follow by this filing. All other items are
unchanged from the initial filing, as previously amended.
ITEM 2. Identity and Background.
(a) Woodbourne Partners, L.P. ("Reporting Person")
State of Organization: Missouri.
Principal Business: Investments.
Address: 200 N. Broadway, Suite 825
St. Louis, Missouri 63102
General Partner: Clayton Management Company.
(d) No.
(e) No.
Information on General Partner and Controlling Persons pursuant to
Instruction C:
(a) Clayton Management Company (General Partner of the Reporting
Person).
State of Organization: Missouri.
Principal Business: Investments.
Address: 200 N. Broadway, Suite 825
St. Louis, Missouri 63102
Sole Director: John D. Weil.
Executive Officers: John D. Weil - President.
Thomas E. Kahn - Vice President/
Secretary.
Sole Shareholder: John D. Weil.
(d) No.
(e) No.
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CUSIP No. 588539 10 6 13D Page 4 of 5 Pages
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(a) John D. Weil (Sole Director and Shareholder of the General Partner of the Reporting Person).
(b) 200 N. Broadway, Suite 825, St. Louis, Missouri 63102.
(c) Self-employed investor, 200 N. Broadway, Suite 825, St. Louis, Missouri 63102.
(d) No.
(e) No.
(f) U.S.A.
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ITEM 4. Purpose of the Transaction.
On October 1, 1999, the Reporting Person gave written notice to the
Issuer that as a result of its substantial ownership position in the Issuer it
was seeking a seat on the Issuer's Board of Directors (a copy of the Reporting
Person's written notice is filed herewith as Exhibit 99.1).
The Reporting Person may acquire additional shares of the Stock of the
Issuer or dispose of some or all of the shares of the Stock of the Issuer owned
by the Reporting Person based upon its investment decision. It is not
contemplated that any future acquisitions will result in any change in the
present management of the Issuer except as otherwise set forth above.
Except as otherwise set forth above, the Reporting Person has 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;
(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.
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CUSIP No. 588539 10 6 13D Page 5 of 5 Pages
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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 230,600 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
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<S> <C> <C> <C>
Woodbourne Partners, L.P. Reporting Person 230,600 8.4%
</TABLE>
The foregoing percentages assume that the Issuer has 2,774,652 shares of
Stock outstanding.
AS PROVIDED IN S.E.C. REGULATION ss.240.13d-4, THE REPORTING PERSON HEREBY
DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT IT 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) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 7. Material to Filed as Exhibits.
Exhibit 99.1 - Letter dated October 1, 1999 from Clayton Management Company
to the Issuer.
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.
WOODBOURNE PARTNERS, L.P.
by its General Partner, CLAYTON
MANAGEMENT COMPANY
/s/ John D. Weil
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John D. Weil, President
October 8, 1999
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EXHIBIT 99.1
[CLAYTON MANAGEMENT COMPANY LETTERHEAD]
October 1, 1999
Mr. Brent Baird
Chairman of the Board
Merchants Group, Inc.
250 Main Street
Buffalo, New York 14202
Dear Brent:
As you know, Woodbourne Partners, LP owns 230,600 shares of Merchants Group,
making it one of the largest shareholders in the company. According to the June
30, 1999 Form 10Q our ownership represents approximately 8.4% of the shares
outstanding. In conjunction therewith, we are requesting a seat on Merchants'
Board of Directors. In addition to representing our own interests, we feel
increased shareholder participation on the Board would benefit other owners of
Merchants Group stock.
We currently represent Woodbourne on the Board of Directors of Baldwin & Lyons,
Allied Healthcare Products, Todd Shipyards, Oglebay Norton, and PICO Holdings.
We feel that our Board participation has been beneficial to these companies. The
person who would represent Woodbourne on Merchant's board is Thomas Kahn. He is
an associate of mine at Clayton Management Company, the General Partner and
manager of Woodbourne Partners.
We would like to discuss this with you or other members of the Board. We intend
to file an amendment to our SEC Schedule 13D in the next ten days reflecting the
thrust of this letter. Thank you for your consideration and look forward to
hearing from you.
Very truly yours,
John D. Weil
John D. Weil
President, Clayton Management Company
