SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Financial Institutions Insurance Group, Ltd.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
317588-10-1
(CUSIP Number)
Scott E. Pickens, Esq., Schiff Hardin & Waite,
7200 Sears Tower, Chicago, Illinois, 60606,
Telephone (312) 876-1000
and
Marc Weingarten, Esq., Schulte Roth & Zabel,
900 Third Ave, New York, New York, 10022
Telephone (212) 758-0404
(Name, address and telephone number of person
authorized to receive notices and communications)
April 12, 1996
(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 [X].
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 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 sha
ll not be deemed to be "filed" for purposes 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 1 OF 14 PAGES
<PAGE>
This Amendment No. 3 amends and supplements the
statement on Schedule 13D dated January 12, 1996 filed, and
previously amended, by John A. Dore, Castle Harlan Partners II,
L.P., a Delaware limited partnership, Castle Harlan, Inc., a
Delaware corporation and John K. Castle relating to the shares of
Common Stock, $1.00 par value, issued by Financial Institutions
Insurance Group, Ltd., a Delaware corporation. Capitalized terms
used herein without definition, if any, have the same meanings as
those ascribed to them in the initial filing.
Item 7 Material to be Filed as Exhibits.
The following documents are exhibits filed herewith:
1. Signature pages to the Voting Agreement, each of which
is dated as of April 12, 1996, among FMC, Holding and each of R.
Keith Long, John A. Dore, John B. Zellars, Lonnie L. Steffen,
Wilbur Dean Cannon, Herschel Rosenthal, William B. O'Connell,
Joseph C. Morris, Dale C. Bottom and John P. Diesel (the
"Stockholders") pursuant to which each of the Stockholders agrees
to vote his shares of the Common Stock in favor of the merger
contemplated by the Merger Agreement.
PAGE 2 OF 14 PAGES
<PAGE>
Signatures
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certify that
the information set forth in this statement is true, complete and
correct.
Dated: April 22, 1996
/s/ John A. Dore
John A. Dore
Castle Harlan Partners II, L.P.
By: Castle Harlan Inc., its
Investment Manager
/s/ Jeffry M. Siegal
By: Jeffrey M. Siegal
Title: Managing Director
Castle Harlan, Inc.
/s/ Jeffrey M. Siegal
By: Jeffrey M. Siegal
Title: Managing Director
/s/ John K. Castle
John K. Castle
PAGE 3 OF 14 PAGES
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Document
Location of
Exhibit
1 Signature page of Voting Agreement, 5
each of which is dated as of
April 12, 1996 among FIIG Merger Corp.,
FIIG Holding Corp. and each of the
following persons: R. Keith Long,
John A. Dore, John B. Zellars, Lonnie L.
Steffen, Wilbur Dean Cannon, Herschel
Rosenthal, William B. O'Connell,
Joseph C. Morris,Dale C. Bottom and
John P. Diesel.
PAGE 4 OF 14 PAGES
<PAGE>
SECTION 4.08. Governing Law. This Agreement shall be construed
and interpreted according to the laws of the State of New York
applicable to contracts made and to be performed wholly within
such state.
SECTION 4.09. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original and each of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Stockholder has duly executed
this Agreement.
/s/ R. Keith Long
Number of Shares of Name: R. Keith Long
Common Stock owned: 398,188
AGREED TO AND ACCEPTED:
FIIG HOLDING CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
FIIG MERGER CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
PAGE 5 OF 14
<PAGE>
This is the first of ten similar pages all numbered identically
(different signatures).
SECTION 4.08. Governing Law. This Agreement shall be
construed and interpreted according to the laws of the State of
New York applicable to contracts made and to be performed wholly
within such state.
SECTION 4.09. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original and each of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Stockholder has duly executed
this Agreement.
/s/ John A. Dore
Number of Shares of Name: John A. Dore
Common Stock owned: 113,450
AGREED TO AND ACCEPTED:
FIIG HOLDING CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
FIIG MERGER CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
PAGE 6 OF 14
<PAGE>
This is the second of ten similar pages all numbered identically
(different signatures).
SECTION 4.08. Governing Law. This Agreement shall be
construed and interpreted according to the laws of the State of
New York applicable to contracts made and to be performed wholly
within such state.
SECTION 4.09. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original and each of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Stockholder has duly executed
this Agreement.
/s/ John B. Zellars
Number of Shares of Name: John B. Zellars
Common Stock owned: 54,022
AGREED TO AND ACCEPTED:
FIIG HOLDING CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
FIIG MERGER CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
PAGE 7 OF 14
<PAGE>
This is the third of ten similar pages all numbered identically
(different signatures).
SECTION 4.08. Governing Law. This Agreement shall be
construed and interpreted according to the laws of the State of
New York applicable to contracts made and to be performed wholly
within such state.
SECTION 4.09. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original and each of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Stockholder has duly executed
this Agreement.
/s/ Lonnie L. Steffen
Number of Shares of Name: Lonnie L. Steffen
Common Stock owned: 33,792
AGREED TO AND ACCEPTED:
FIIG HOLDING CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
FIIG MERGER CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
PAGE 8 OF 14
<PAGE>
This is the fourth of ten similar pages all numbered identically
(different signatures).
SECTION 4.08. Governing Law. This Agreement shall be
construed and interpreted according to the laws of the State of
New York applicable to contracts made and to be performed wholly
within such state.
SECTION 4.09. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original and each of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Stockholder has duly executed
this Agreement.
/s/ William Dean Cannon
Number of Shares of Name: Wilbur Dean Cannon
Common Stock owned: 24,984
AGREED TO AND ACCEPTED:
FIIG HOLDING CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
FIIG MERGER CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
PAGE 9 OF 14
<PAGE>
This is the fifth of ten similar pages all numbered identically
(different signatures).
SECTION 4.08. Governing Law. This Agreement shall be
construed and interpreted according to the laws of the State of
New York applicable to contracts made and to be performed wholly
within such state.
SECTION 4.09. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original and each of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Stockholder has duly executed
this Agreement.
/s/ Herschel Rosenthal
Number of Shares of Name: Herschel Rosenthal
Common Stock owned: 19,248
AGREED TO AND ACCEPTED:
FIIG HOLDING CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
FIIG MERGER CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
PAGE 10 OF 14
<PAGE>
This is the sixth of ten similar pages all numbered identically
(different signatures).
SECTION 4.08. Governing Law. This Agreement shall be
construed and interpreted according to the laws of the State of
New York applicable to contracts made and to be performed wholly
within such state.
SECTION 4.09. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original and each of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Stockholder has duly executed
this Agreement.
/s/ William B. O'Connell
Number of Shares of Name: William B. O'Connell
Common Stock owned: 14,313
AGREED TO AND ACCEPTED:
FIIG HOLDING CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
FIIG MERGER CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
PAGE 11 OF 14
<PAGE>
This is the seventh of ten similar pages all numbered identically
(different signatures).
SECTION 4.08. Governing Law. This Agreement shall be
construed and interpreted according to the laws of the State of
New York applicable to contracts made and to be performed wholly
within such state.
SECTION 4.09. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original and each of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Stockholder has duly executed
this Agreement.
/s/ Joseph C. Morris
Number of Shares of Name: Joseph C. Morris
Common Stock owned: 13,276
AGREED TO AND ACCEPTED:
FIIG HOLDING CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
FIIG MERGER CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
PAGE 12 OF 14
<PAGE>
This is the eighth of ten similar pages all numbered identically
(different signatures).
SECTION 4.08. Governing Law. This Agreement shall be
construed and interpreted according to the laws of the State of
New York applicable to contracts made and to be performed wholly
within such state.
SECTION 4.09. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original and each of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Stockholder has duly executed
this Agreement.
/s/ Dale C. Bottom
Number of Shares of Name: Dale C. Bottom
Common Stock owned: 8,823
AGREED TO AND ACCEPTED:
FIIG HOLDING CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
FIIG MERGER CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
PAGE 13 OF 14
<PAGE>
This is the ninth of ten similar pages all numbered identically
(different signatures).
SECTION 4.08. Governing Law. This Agreement shall be
construed and interpreted according to the laws of the State of
New York applicable to contracts made and to be performed wholly
within such state.
SECTION 4.09. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be
deemed an original and each of which shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Stockholder has duly executed
this Agreement.
/s/ John P. Diesel
Number of Shares of Name: John P. Diesel
Common Stock owned: 7,200
AGREED TO AND ACCEPTED:
FIIG HOLDING CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
FIIG MERGER CORP.
By: /s/ Howard Weiss
Name: Howard Weiss
Title: President
PAGE 14 OF 14
