SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)1
FIRSTMARK CORP.
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(Name of Issuer)
Common Stock, Par Value $0.20 Per Share
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(Title of Class of Securities)
337908 20 6
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(CUSIP Number)
Lewis M. Brubaker, Jr., One James Center, 901 East Cary Street
Richmond, Virginia 23219
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 2, 1997
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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(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 7 Pages)
1The 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, as amended (the "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>
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CUSIP No. 337908 20 6 SCHEDULE 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
H. William Coogan Irrevocable Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,162,903
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8 SHARED VOTING POWER
BENEFICIALLY
-0-
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,162,903
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10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,162,903
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
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14 TYPE OF REPORTING PERSON*
OO (trust)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 337908 20 6 SCHEDULE 13D Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Susan C. Coogan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
----------------------- ------- -------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,162,903
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8 SHARED VOTING POWER
BENEFICIALLY
-0-
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,162,903
------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
-0-
----------------------- ------- -------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,162,903
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, par value $0.20
per share ("Common Stock"), of Firstmark Corp. (the "Issuer"), a Maine
corporation that, through a subsidiary, Southern Title Insurance Corporation
("STIC"), is principally engaged in the business of issuing title insurance. The
Issuer also makes venture capital and real estate investments. The address of
the principal executive offices of the Issuer is One Financial Place, 222
Kennedy Memorial Drive, Waterville, Maine 04901.
Item 2. Identity and Background.
H. William Coogan Irrevocable Trust
The H. William Coogan Irrevocable Trust (the "Trust") is a
trust organized under the laws of the Commonwealth of Virginia. The trustee of
the Trust is Susan C. Coogan. The Trust's principal business is investing in and
holding stock and other assets. The address for the Trust is Susan C. Coogan,
Trustee, 4712 Charmian Road, Richmond, Virginia 23226. During the past five
years, the Trust has not been convicted in a criminal proceeding, excluding
traffic violations or similar misdemeanors, nor has the Trust been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
or been 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.
Susan C. Coogan
(a) Susan C. Coogan.
(b) The address of Ms. Coogan is 4712 Charmian Road,
Richmond, Virginia 23226.
(c) Ms. Coogan is employed as the Donor Services Officer
for The Community Foundation Serving Richmond and Central Virginia, whose
address is 1025 Boulders Parkway, Suite 405, Richmond, Virginia 23225.
(d) During the past five years, Ms. Coogan has not been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors.
(e) During the past five years, Ms. Coogan has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and has not been 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.
(f) Ms. Coogan is a citizen of the United States of
America.
Page 4 of 7 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds or other consideration used by
the Trust and Ms. Coogan, as trustee, in acquiring beneficial ownership of
shares of Common Stock were as follows:
Prior to June 7, 1996, the Trust, Donald V. Cruickshanks and
H. William Coogan, Jr. were the shareholders of Southern Capital Corporation
("SCC"). SCC, through its subsidiary, STIC, is principally engaged in the
business of issuing title insurance. SCC also makes venture capital and real
estate investments. Between June 1992 and June 7, 1996, the Trust had acquired
36 shares of SCC common stock with trust funds.
On June 7, 1996, SCC was merged with and into Southern Capital
Acquisition Corporation, a Virginia corporation and wholly-owned subsidiary of
the Issuer ("SCAC"), pursuant to an Agreement and Plan of Reorganization, dated
as of April 30, 1996, between SCC, SCAC and the Issuer (the "Reorganization").
As part of the Reorganization, each share of SCC common stock was converted into
and exchanged for 400 shares of the Issuer's Series B, cumulative, non-voting
preferred stock, par value $0.20 per share ( "Series B Preferred Stock").
Accordingly, the three shareholders of SCC received in the aggregate 40,000
shares of Series B Preferred Stock. Pursuant to its terms, the shares of Series
B Preferred Stock were not convertible by its holders, but were convertible by
the Issuer into not less than 2,000,000 shares of Common Stock, subject to
adjustment if the market price of Common Stock was less than $4.00 per share at
the time of conversion. A more complete description of the Reorganization is
contained in the Issuer's definitive Proxy Statement for a Special Meeting of
Stockholders held on February 25, 1997, which was filed with the Securities and
Exchange Commission on February 5, 1997. The Trust acquired 14,400 shares of
Series B Preferred Stock in the Reorganization.
On March 12, 1997, the Issuer declared the conversion of all
outstanding shares of Series B Preferred Stock into shares of Common Stock,
effective April 1997. Because the market price of Common Stock was less than
$4.00 per share at the time of conversion, the Issuer adjusted the number of
shares of Common Stock into which the shares of Series B Preferred Stock were
convertible. Accordingly, under the terms of the Series B Preferred Stock, each
outstanding share of Series B Preferred Stock was convertible into 80.7571
shares of Common Stock. As a result of this conversion, the Trust and Ms.
Coogan, as trustee, acquired beneficial ownership of 1,162,903 shares of Common
Stock.
Donald V. Cruickshanks is filing a separate Schedule 13D with
respect to 1,065,994 shares of Common Stock beneficially owned by him, and H.
William Coogan, Jr. is filing a separate Schedule 13D with respect to 1,001,389
shares of Common Stock beneficially owned by him.
Page 5 of 7 Pages
<PAGE>
Item 4. Purpose of Transaction.
The Trust's purpose in acquiring Common Stock of the Issuer is
described in Item 3 above.
There are no plans or proposals that the Trust or Ms. Coogan
may have that relate to or would result in:
(a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of
the Issuer;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Issuer of any of its subsidiaries;
(d) any change in the present board of directors or
management of the Issuer, including any plans or proposals
that 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 Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions that may
impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer 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 Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended;
or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of Common Stock
beneficially owned by the Trust are 1,162,903 and 21.9% of the issued and
outstanding shares of Common Stock on April 2, 1997. In addition, the aggregate
number and percentage of Common Stock beneficially owned by
Page 6 of 7 Pages
<PAGE>
Ms. Coogan, as trustee, are 1,162,903 and 21.9% of the issued and outstanding
shares of Common Stock on April 2, 1997.
(b) The Trust possesses the sole power to vote or direct
the vote and to dispose or direct the disposition of 1,162,903 shares of Common
Stock. Ms. Coogan, as trustee, possesses the sole power to vote or direct the
vote and to dispose or direct the disposition of 1,162,903 shares of Common
Stock.
(c) On March 12, 1997, the Issuer declared the conversion
of all outstanding shares of Series B Preferred Stock into shares of Common
Stock, effective April 1997. Under the terms of the Series B Preferred Stock,
each outstanding share of Series B Preferred Stock was convertible into 80.7571
shares of Common Stock. As a result of this conversion, the Trust and Ms.
Coogan, as trustee, acquired beneficial ownership of 1,162,903 shares of Common
Stock. For a more complete description of this and related transactions, see
Item 3 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Ms. Coogan is a director of the Issuer.
Item 7. Material to be Filed as Exhibits.
See Exhibit Index.
Page 7 of 7 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: April 13, 1997 /s/ Susan C. Coogan
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Susan C. Coogan
H. WILLIAM COOGAN
IRREVOCABLE TRUST
Date: April 13, 1997 /s/ Susan C. Coogan
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By: Susan C. Coogan, Trustee
Attention: Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
Exhibit Index
Exhibit Description
A. Agreement to Joint Filing of Schedule 13D.
<PAGE>
Exhibit A
AGREEMENT TO JOINT FILING
OF SCHEDULE 13D
DATED APRIL 14, 1997
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
as amended, we agree that this Schedule 13D is filed on behalf of each of us.
Date: April 13, 1997 /s/ Susan C. Coogan
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Susan C. Coogan
H. WILLIAM COOGAN
IRREVOCABLE TRUST
Date: April 13, 1997 /s/ Susan C. Coogan
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By: Susan C. Coogan, Trustee
