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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
National Insurance Group
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
636525107
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing 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).
*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).
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CUSIP NO. 636525107 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard L. Herman
SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5 SOLE VOTING POWER
32,500*
NUMBER OF ---------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0**
EACH ---------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 32,500*
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8 SHARED DISPOSITIVE POWER
0**
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,500*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
X
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.75%
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12 TYPE OF REPORTING PERSON*
IN
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* Includes 22,500 shares issuable upon exercise of stock options exercisable
within 60 days of May 31, 1996.
** Excludes 3,000 shares held by reporting person's spouse to which the
reporting person disclaims beneficial ownership.
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CUSIP NO. 636525107
Page 3 of 6
ITEM 1(A). NAME OF ISSUER:
National Insurance Group
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
395 Oyster Point Boulevard, Suite 500
South San Francisco, CA 94080-1933
ITEM 2(A). NAME OF PERSON FILING:
Howard L. Herman
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
3282 Jackson Street
San Francisco, CA 94118
ITEM 2(C). CITIZENSHIP:
United States of America
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E). CUSIP NUMBER:
636525107
ITEM 3. DESCRIPTION OF PERSON FILING:
This statement is not being filed pursuant
to Rule 13d-1(b) or 13d-2(b).
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CUSIP NO. 636525107
Page 4 of 6
ITEM 4. OWNERSHIP:
(a) Amount Beneficially Owned:
32,500*
(b) Percent of Class:
0.75%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
32,500*
(ii) shared power to vote or to direct the vote:
0**
(iii) sole power to dispose or to direct the
disposition of:
32,500*
(iv) shared power to dispose or to direct the
disposition of:
0**
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* Includes 22,500 shares issuable upon the exercise of stock options to
purchase shares of Common Stock which are exercisable within 60 days after May
31, 1996
** Excludes 3,000 shares held by the reporting person's spouse to which the
reporting person disclaims beneficial ownership.
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CUSIP NO. 636525107
Page 5 of 6
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This statement is being filed to report the
fact that as of the date hereof the
reporting person has ceased to be the
beneficial owner of more than 5% of the
class of securities.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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CUSIP NO. 636525107
Page 6 of 6
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.
Date: June 5, 1996
/s/ HOWARD L. HERMAN
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Howard L. Herman
