SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Superior National Insurance Group Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
00086822P1
(CUSIP Number)
Mark A. Rosenbaum, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004
(212) 806-5400
---------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 11, 1997
(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 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 1 of 10 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 00086822P1 Page 2 of 10
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TJS Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 529,652
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH
10 SHARED DISPOSITIVE POWER 529,652
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,652
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 00086822P1 Page 3 of 10
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TJS Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 529,652
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH
10 SHARED DISPOSITIVE POWER 529,652
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,652
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 00086822P1 Page 4 of 10
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TJS Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 529,652
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH
10 SHARED DISPOSITIVE POWER 529,652
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,652
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 00086822P1 Page 5 of 10
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas J. Salvatore
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 529,652
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON WITH
10 SHARED DISPOSITIVE POWER 529,652
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,652
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Statement on Schedule 13D/A, Amendment No. 1, dated July 9, 1997,
which was filed on behalf of TJS Partners, L.P., TJS Management, L.P., TJS
Corporation and Thomas J. Salvatore, with regard to their respective beneficial
ownership of shares of Common Stock, no par value (the "Shares"), of Superior
National Insurance Group, Inc., a California corporation (the "Company"), is
hereby amended, supplemented and restated as set forth below.
Item 1. Security and Issuer.
This statement on Schedule 13D/A, Amendment No. 2, relates to the
Shares of the Company.
The address of the Company's principal executive offices are located
at 26601 Agoura Road, Calabasas, California 91302.
Item 2. Identity and Background.
This Statement is being filed on behalf of TJS Partners, L.P., TJS
Management, L.P., TJS Corporation, and Thomas J. Salvatore (collectively, the
"Filing Persons").
Set forth below is certain information with respect to each of the
Filing Persons and each of the persons enumerated in General Instruction C to
Schedule 13D.
(1) TJS Partners, L.P. TJS Partners, L.P. is a New York limited
partnership. Its principal business is investment, and the address of its
principal business and principal office is 52 Vanderbilt Avenue, 5th Floor, New
York, New York 10017. The general partner of TJS Partners, L.P. is TJS
Management, L.P. (see paragraph (1) below). TJS Partners, L.P. hereinafter shall
be referred to as the "Partnership".
(2) TJS Management, L.P. TJS Management, L.P.'s principal business is
investment, and the address of its principal business and principal office is 52
Vanderbilt Avenue, 5th Floor, New York, New York 10017. The general partners of
TJS Management, L.P. are TJS Corporation and Mr. Salvatore (see paragraphs (3)
and (4) below).
(3) TJS Corporation. TJS Corporation is a Delaware corporation. Its
principal business is investment, and the address of its principal business and
principal office is 52 Vanderbilt Avenue, 5th Floor, New York, New York 10017.
TJS Corporation's controlling stockholder is Mr. Salvatore. TJS Corporation's
sole director and executive officer is Mr. Salvatore who is its President (see
paragraph (4) below).
(4) Thomas J. Salvatore. Mr. Salvatore is a citizen of the United
States of America, and his business address is 52 Vanderbilt Avenue, 5th Floor,
New York, New York 10017. His present principal employment is as an investor.
Mr. Salvatore is President of TJS Corporation.
During the last five years, none of the Filing Persons and no director
or executive officer of TJS Corporation, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he, she or it was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws, or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following thereto:
Between July 9, 1997 (date of the Schedule 13D/A, Amendment No. 1) and
the date hereof, the Partnership has (i) sold 100 shares for an aggregate sale
price (excluding commissions) of approximately $735.00 and (ii) acquired an
aggregate of 132,802 additional Shares for an aggregate purchase price
(excluding commissions) of approximately $999,999.06. The source of funds for
the purchase of such Shares was the working capital of the Partnership.
Item 4 is hereby amended and restated as follows:
The Partnership's intention for acquiring the Shares and its present
intention for holding the Shares is for investment purposes. The Partnership
may, depending upon market conditions and other factors, acquire additional
Shares in the future or effect other transactions which would result in any of
the actions specified in clauses (a) through (j) of Item 4 of the Instructions
to Schedule 13D.
Except as set forth above, none of the Filing Persons has formulated
any plans or proposals as a result of ownership which relate to or would result
in any of the following:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Company;
(f) Any other material change in the Company's business or
corporate structure, including but not limited to, if the Company is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is required
by Section 13 of the Investment Company Act of 1940;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1933; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended as follows:
As of the date of this statement, the Partnership is the direct
beneficial owner of 529,652 Shares, which constituted approximately 9.1% of the
5,837,144 Shares outstanding as of April 11, 1997. The number of Shares
outstanding was obtained from the Company.
TJS Management, L.P., in its capacity as general partner of the
Partnership, and each of TJS Corporation and Mr. Salvatore, in their respective
capacities as general partners of TJS Management, L.P., may be deemed to own
beneficially (as defined in Rule 13d-3 promulgated under the Securities Act of
1933, as amended) the 529,652 Shares owned by the Partnership. Each of such
persons disclaims beneficial ownership of such Shares except to the extent of
his or its pecuniary interest in therein. In addition, each of such persons may
be deemed to share with the Partnership the power to vote or direct the vote and
to dispose or to direct the disposition of the Shares owned beneficially by the
Partnership.
Schedule A hereto describes transactions in the Shares effected during
the past 60 days.
Except as set forth herein, neither the Partnership nor any of the
other Filing Persons beneficially owns or has a right to acquire any equity
interest of the Company or effected any transaction in the equity securities of
the Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
the Securities of the Issuer.
Item 6 is amended as follows:
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Filing Persons and between such persons and any
person with respect to any securities of the Company, including but not limited
to transfer or voting of any of the securities of the Company, finder's fees,
joint ventures, loan or option agreements, 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.
None.
<PAGE>
SIGNATURE
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: April 30, 1997
TJS PARTNERS, L.P.
By: TJS MANAGEMENT, L.P., as
General Partner
By: /s/ Thomas J. Salvatore
Thomas J. Salvatore, as
General Partner
TJS MANAGEMENT, L.P.
By: /s/ Thomas J. Salvatore
Thomas J. Salvatore, as
General Partner
TJS CORPORATION
By: /s/ Thomas J. Salvatore
Thomas J. Salvatore
President
/s/ Thomas J. Salvatore
Thomas J. Salvatore
<PAGE>
Schedule A
The following table sets forth certain information concerning the Shares
purchased by the Partnership during the 60-day period preceding the date of the
Schedule 13D/A, Amendment No. 2, to which this Schedule A is attached. All
purchases were made directly from the Company pursuant to that certain Amended
and Restated Stock Purchase Agreement, dated as of September 17, 1996 and as
amended and restated effective as of February 17, 1997.
Purchase Price
Per Share
No. of Shares (Exclusive of
Date of Purchase Purchased Commissions)
4/11/97 132,802 $7.53
