SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1) (1)
Citation Insurance Group
(Name of Issuer)
Common Stock
(Title of Class of Securities)
001728991
(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)
April 3, 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 [ ].
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.
(Continued on following pages)
Page 1 of 12 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. 001728991 13D Page 2 of 12 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
384,157
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
384,157
11 Aggregate Amount Beneficially Owned By Each Reporting Person
578,457
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
<PAGE>
CUSIP No. 001728991 13D Page 3 of 12 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
143,778
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
143,778
11 Aggregate Amount Beneficially Owned By Each Reporting Person
143,778
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
2.3%
14 Type Of Reporting Person
CO
<PAGE>
CUSIP No. 001728991 13D Page 4 of 12 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
143,778
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
143,778
11 Aggregate Amount Beneficially Owned By Each Reporting Person
143,778
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
2.3%
14 Type Of Reporting Person
PN
<PAGE>
CUSIP No. 001728991 13D Page 5 of 12 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
194,300
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
194,300
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned By Each Reporting Person
194,300
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
3%
14 Type Of Reporting Person
PN
<PAGE>
CUSIP No. 001728991 13D Page 6 of 12 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
240,379
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
240,379
11 Aggregate Amount Beneficially Owned By Each Reporting Person
240,379
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
3.8%
14 Type Of Reporting Person
IV
<PAGE>
CUSIP No. 001728991 13D Page 7 of 12 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
194,300
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
240,379
9 Number Of Shares Beneficially Owned By Each Reporting Person With
Sole Dispositive Power
194,300
10 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
240,379
11 Aggregate Amount Beneficially Owned By Each Reporting Person
434,679
12 Check Box If The Aggregate Amount In Row (11) Excludes Certain
Shares
[ ]
13 Percent Of Class Represented By Amount In Row (11)
6.8%
14 Type Of Reporting Person
CO
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D is filed with respect to the
common stock of Citation Insurance Group ("Citation"), One Almaden
Boulevard, Suite 300, San Jose, California 95113.
Item 2. Identity and Background.
This Amendment No. 1 to 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 12 Pages
<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
Citation held by PSCO Partners was approximately $513,137 (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
Citation held by PSCO Partners Two was approximately $713,257
(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
Citation held by PSCO Fund Limited was approximately $966,206
(including commissions). PSCO Fund Limited used cash available to
it for such purchases, and no borrowed funds were involved.
Page 9 of 12 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 Citation, 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 143,778 shares of Citation common stock, or
approximately 2.3% of the outstanding shares of that class. PSCO
Partners Two owns 194,300 shares of Citation common stock, or
approximately 3% of the outstanding shares of that class. PSCO Fund
Limited owns 240,379 shares of Citation common stock, or
approximately 3.8% 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 Citation.
By virtue of the investment and voting arrangement described above,
Philo Smith and the Company beneficially own 143,778 shares of the
common stock of Citation, or approximately 2.3% of the outstanding,
held by PSCO Partners, Capital beneficially owns 194,300 shares of
the common stock of Citation, or approximately 3% of the
outstanding, held by PSCO Partners Two, and Philo Smith and Capital
beneficially own 240,379 shares of the common stock of Citation, or
approximately 3.8% of the outstanding, held by PSCO Fund Limited.
In the past sixty days, neither PSCO Partners nor PSCO Partners Two
has effected any transactions in the common stock of Citation.
Page 10 of 12 Pages
<PAGE>
In the past sixty days, PSCO Fund Limited has effected the following
transactions in the common stock of Citation, each a purchase
through a normal brokerage transaction in the over-the-counter
market:
Trade Date Number of Shares Price
3/19/96 22,000 4 5/16
3/28/96 5,100 4 1/2
3/29/96 2,100 4 1/2
4/03/96 3,100 4 1/2
4/03/96 65,000 4.395
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 Citation separately
from PSCO Partners Two and PSCO Fund Limited, and PSCO Partners Two
and PSCO Fund Limited own their respective shares of Citation
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 Citation.
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 Citation.
Item 7. Material to be Filed as Exhibits.
An agreement regarding the filing of joint statements on Schedule
13D has been filed previously.
Page 11 of 12 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 13th day of May, 1996.
/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>
