SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. __) (1)
Intercargo Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45844C108
(CUSIP Number)
Philo Smith, 2950 Summer Street
Stamford, Connecticut 06905 (203) 348-7365
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 1998
(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 [ ].
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.
(Continued on following pages)
Page 1 of 14 Pages
____________________
(1) 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 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>
CUSIP No. 45844C108 13D Page 2 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
United States citizen
7 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Voting Power
420,200
9 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Dispositive Power
420,200
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
475,000
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
6.17%
14 Type Of Reporting Person
IN
<PAGE>
CUSIP No. 45844C108 13D Page 3 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith & Co., Inc.
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Voting Power
88,600
9 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Dispositive Power
88,600
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
88,600
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
1.16%
14 Type Of Reporting Person
CO
<PAGE>
CUSIP No. 45844C108 13D Page 4 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Partners Limited Partnership - 06-0921598
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
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Voting Power
88,600
9 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Dispositive Power
88,600
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
88,600
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
1.16%
14 Type Of Reporting Person
PN
<PAGE>
CUSIP No. 45844C108 13D Page 5 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Partners Limited Partnership Two
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
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Voting Power
54,800
8 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Voting Power
None
9 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Dispositive Power
54,800
10 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
54,800
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
.71%
14 Type Of Reporting Person
PN
<PAGE>
CUSIP No. 45844C108 13D Page 6 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
PSCO Fund Limited
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
Bermuda
7 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Voting Power
None
8 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Voting Power
331,600
9 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Dispositive Power
None
10 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Dispositive Power
331,600
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
331,600
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
4.31%
14 Type Of Reporting Person
IV
<PAGE>
CUSIP No. 45844C108 13D Page 7 of 14 Pages
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Philo Smith Capital Corporation
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source Of Funds
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) Or 2(e)
[ ]
6 Citizenship Or Place Of Organization
Connecticut
7 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Voting Power
54,800
8 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Voting Power
331,600
9 Number Of Shares Beneficially Owned By Each Reporting
Person With Sole Dispositive Power
54,800
10 Number Of Shares Beneficially Owned By Each Reporting
Person With Shared Dispositive Power
331,600
11 Aggregate Amount Beneficially Owned By Each Reporting
Person
386,400
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
5.02%
14 Type Of Reporting Person
CO
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D is filed with respect to the common
stock of Intercargo Corporation ("Intercargo"), 1450
East American Lane, 20th Floor, Schaumburg, Illinois
60173.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Philo Smith, Philo Smith
& Co., Inc., PSCO Partners Limited Partnership, PSCO
Partners Limited Partnership Two, PSCO Fund Limited and
Philo Smith Capital Corporation.
PSCO Partners Limited Partnership ("PSCO Partners") is
a Connecticut limited partnership located at 2950
Summer Street, Stamford, Connecticut 06905. It is an
investment partnership. Its General Partners are Philo
Smith, an individual, and Philo Smith & Co., Inc., a
Connecticut corporation (the "Company"), both located
at 2950 Summer Street, Stamford, Connecticut 06905.
The principal occupation of Philo Smith is to provide
financial advisory services. The principal business of
the Company is to engage in corporate finance
activities, to act as General Partner of PSCO Partners,
and to publish a monthly journal concerning the
insurance industry.
The directors of the Company are Philo Smith, James E.
Inglis, 2950 Summer Street, Stamford, Connecticut
06905, whose principal occupation is acting as Vice
President, Treasurer and Secretary of the Company,
James A. Amen, 2950 Summer Street, Stamford,
Connecticut 06905, whose principal occupation is
acting as Vice President of the Company, and George M.
Whitmore, Jr., 4 Cedarwood Drive, Greenwich,
Connecticut 06830, a self-employed management
consultant. The officers are Philo Smith, President,
James E. Inglis, Vice President, Treasurer and
Secretary, and James A. Amen, Vice President.
PSCO Partners Limited Partnership Two ("PSCO Partners
Two") is a Connecticut limited partnership located at
2950 Summer Street, Stamford, Connecticut 06905. It
is an investment partnership. Its General Partner is
Philo Smith Capital Corporation, a Connecticut
corporation ("Capital"), located at 2950 Summer Street,
Stamford, Connecticut, 06905. The principal business
of Capital is investment management and corporate
finance. Capital's directors are Philo Smith, James E.
Inglis, James A. Amen, and George M. Whitmore, Jr. The
officers of Capital are Philo Smith, President, James
E. Inglis, Vice President, Treasurer and Secretary, and
James A. Amen, Vice President.
Page 8 of 14
<PAGE>
PSCO Fund Limited is an open-end investment company
incorporated in Bermuda and located at 6 Front Street,
Hamilton 11, Bermuda. The principal business of PSCO
Fund Limited is investment management. The directors
of PSCO Fund Limited are Philo Smith, Dr. Ernst
Baumgartner, employed by DUNA INVEST, 1010 Wien,
Salztorgasse 512, Austria, Frank N.C. Lochan, Senior
Vice President, Trilon Financial Corporation, BCE
Place, 181 Bay Street, P. O. Box 171, Suite 4420,
Toronto, Ontario, Canada, M5J 2T3, John C.R. Collis,
partner, Conyers, Dill & Pearman, Clarendon House, 2
Church Street, Hamilton HM 11, Bermuda, and David T.
Smith, Senior Manager, Corporate Trust, The Bank of
Bermuda Limited, Bank of Bermuda Building, 6 Front
Street, Hamilton HM 11, Bermuda. The officers of PSCO
Fund Limited are Frank N.C. Lochan, Chairman and
President and David T. Smith, Vice President and
Secretary. The investment advisor for PSCO Fund
Limited is Capital.
None of the reporting persons nor any of the other
persons identified in this item has been convicted,
during the past five years, in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None, during the past five years, has been a party to a
civil proceeding resulting in a judgment, decree or
final order relating to securities laws. Each natural
person identified above is a U.S. citizen except for
Frank N.C. Lochan, a Canadian citizen, Dr. Ernst
Baumgartner, an Austrian citizen and John C.R. Collis
and David T. Smith, both of whom are British citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The amount of funds expended for the shares of common
stock of Intercargo held by PSCO Partners was
approximately $1,168,366 (including commissions). PSCO
Partners used cash available to it for such purchases,
and no borrowed funds were involved.
The amount of funds expended for the shares of common
stock of Intercargo held by PSCO Partners Two was
approximately $719,705 (including commissions). PSCO
Partners Two used cash available to it for such
purchases, and no borrowed funds were involved.
The amount of funds expended for the shares of common
stock of Intercargo held by PSCO Fund Limited was
approximately $4,355,080 (including commissions). PSCO
Fund Limited used cash available to it for such
purchases, and no borrowed funds were involved.
Page 9 of 14 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the purchases by the reporting persons
has been to acquire shares for investment. Philo
Smith, the Company, PSCO Partners, PSCO Partners Two,
PSCO Fund Limited and Capital may purchase additional
shares of Intercargo, from time to time, depending upon
price, market conditions, availability of funds,
evaluation of alternative investments and other
factors. Although none of these persons has a present
intention to sell the shares anticipated to be
acquired, one or all of them might determine to sell
some or all of such shares based upon need for funds,
price, and similar factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
PSCO Partners owns 88,600 shares of Intercargo common
stock, or approximately 1.16% of the outstanding shares
of that class. PSCO Partners Two owns 54,800 shares of
Intercargo common stock, or approximately .71% of the
outstanding shares of that class. PSCO Fund Limited
owns 331,600 shares of Intercargo common stock, or
approximately 4.31% of the outstanding shares of that
class.
Philo Smith and the Company share voting and investment
power with respect to shares held by PSCO Partners.
Capital has sole voting and investment power with
respect to shares held by PSCO Partners Two. Philo
Smith and Capital share voting and investment power
with respect to shares held by PSCO Fund Limited.
With respect to shares held by PSCO Partners, PSCO
Partners Two, and PSCO Fund Limited, no person other
than the holder has the right or power to receive
dividends from, or proceeds from the sale of, shares of
Intercargo.
By virtue of the investment and voting arrangement
described above, Philo Smith and the Company
beneficially own 88,600 shares of the common stock of
Intercargo, or approximately 1.16% of the outstanding,
held by PSCO Partners, Capital beneficially owns 54,800
shares of the common stock of Intercargo, or
approximately .71% of the outstanding, held by PSCO
Partners Two, and Philo Smith and Capital beneficially
own 331,600 shares of the common stock of Intercargo,
or approximately 4.31% of the outstanding, held by PSCO
Fund Limited.
Page 10 of 14 Pages
<PAGE>
In the past sixty days, PSCO Partners has effected the
following transactions in the common stock of
Intercargo, each a purchase through a normal brokerage
transaction in the over-the-counter market:
Trade Date Number of Shares Price
3/9/98 4,100 12.244
3/16/98 10,400 12.938
3/20/98 15,000 13.443
In the past sixty days, PSCO Partners Two has effected
the following transactions in the common stock of
Intercargo, each a purchase through a normal brokerage
transaction in the over-the-counter market:
Trade Date Number of Shares Price
3/16/98 2,300 12.938
3/20/98 15,000 13.443
In the past sixty days, PSCO Fund Limited has effected
the following transactions in the common stock of
Intercargo, each a purchase through a normal brokerage
transaction in the over-the-counter market:
Trade Date Number of Shares Price
3/10/98 4,000 12.313
3/12/98 30,000 12.833
3/13/98 10,000 12.875
3/16/98 2,300 12.938
3/20/98 15,000 13.443
3/23/98 400 13.250
3/24/98 8,600 13.125
3/25/98 12,000 13.000
3/26/98 5,200 12.875
4/22/98 5,000 12.375
4/23/98 20,000 12.500
5/06/98 4,100 12.125
Each filing party disclaims membership with any other
filing party in a "group", as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934
and the rules promulgated thereunder. PSCO Partners
owns its shares of Intercargo separately from PSCO
Partners Two and PSCO Fund Limited, and PSCO Partners
Two and PSCO Fund Limited own their respective shares
of Intercargo separately from each other. Although
they have a common investment advisor, from whom each
takes its name, and common investment goals, PSCO
Partners, PSCO Partners Two and PSCO Fund Limited have
no agreement or understanding for concerted action in
acquiring, holding or disposing of shares of the common
stock of Intercargo.
Page 11 of 14 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Apart from the agreements and relationship described
above in this Schedule and the agreements between (a)
the Company and PSCO Partners, (b) Capital and PSCO
Partners Two, and (c) Capital and PSCO Fund Limited,
there is no contract, arrangement, understanding or
relationship among Philo Smith, the Company, PSCO
Partners, PSCO Partners Two, PSCO Fund Limited and
Capital, nor between those parties collectively and any
other person, with respect to the common stock of
Intercargo.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Consent to joint filing.
Page 12 of 14 Pages
<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 this 4th day of May, 1998.
/s/ Philo Smith
Philo Smith
PHILO SMITH & CO., INC.
By: /s/ Philo Smith
Philo Smith, President
PSCO PARTNERS LIMITED PARTNERSHIP
By: /s/ Philo Smith
Philo Smith, General Partner
PSCO PARTNERS LIMITED PARTNERSHIP
TWO
By: /s/ Philo Smith
Philo Smith, President of
Philo Smith Capital
Corporation, General Partner
PSCO FUND LIMITED
By: /s/ Philo Smith
Philo Smith, General Manager
PHILO SMITH CAPITAL CORPORATION
By: /s/ Philo Smith
Philo Smith, President
Page 13 of 14 Pages
<PAGE>
EXHIBIT A
CONSENT TO JOINT FILING
The undersigned agree and confirm that the Schedule 13D with
respect to the common stock of Intercargo Corporation to which
this consent is attached as an exhibit is, and subsequent
amendments thereof will be, filed on behalf of each of the
undersigned.
Dated this 4th day of May, 1998.
/s/ Philo Smith
Philo Smith
PHILO SMITH & CO., INC.
By: /s/ Philo Smith
Philo Smith, President
PSCO PARTNERS LIMITED PARTNERSHIP
By: /s/ Philo Smith
Philo Smith, General Partner
PSCO PARTNERS LIMITED PARTNERSHIP
TWO
By: /s/ Philo Smith
Philo Smith, President of
Philo Smith Capital
Corporation, General Partner
PSCO FUND LIMITED
By: /s/ Philo Smith
Philo Smith, General Manager
PHILO SMITH CAPITAL CORPORATION
By: /s/ Philo Smith
Philo Smith, President
Page 14 of 14 Pages
