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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GEV CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
361591100
(CUSIP Number)
William R. Berkley
c/o GEV Corporation
191 Mason Street
Greenwich, Connecticut
06830
(203) 532-2602
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 21, 1994
(Date of Event which Requires Filing 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 this statement [x].
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SCHEDULE 13D
CUSIP No. 361591100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Berkley
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7. SOLE VOTING POWER
8,044,416
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 8,044,416
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,044,416
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.4%
14. TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to the
Class A Common Stock, par value $.01 per share (the "Class A Common Stock"),
of GEV Corporation (the "Company"). The principal executive offices of the
Company are located at 191 Mason Street, Greenwich, Connecticut 06830.
Item 2. Identity and Background
(a) The Statement is being filed by William R. Berkley.
(b) The business address of Mr. Berkley is c/o GEV Corporation, 191
Mason Street, Greenwich, Connecticut 06830.
(c) Mr. Berkley's principal occupation is serving as Chairman of the
Board of several companies which he controls or founded, including the
Company, W.R. Berkley Corporation and Interlaken Capital, Inc. The principal
executive offices of the Company are located at 191 Mason Street, Greenwich,
Connecticut 06830.
(d) Mr. Berkley has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) At no time during the last five years was Mr. Berkley a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating
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activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Berkley is a U.S. citizen.
Item 3. Sources and Amounts of Funds or Other Consideration
Mr. Berkley used his personal funds to purchase from the Company the
shares of Class A Common Stock which are the subject of the Statement.
Item 4. Purpose of Transaction
Mr. Berkley acquired the shares of Class A Common Stock for
investment purposes and to provide the Company with capital for general
corporate purposes and acquisitions. Mr. Berkley does not have any present
plans or proposals that relate to or would result in any of the actions
required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Mr. Berkley beneficially owns the 8,044,416 shares of Class A
Common Stock that he holds. Such shares of Class A Common Stock represent
53.4% of the 15,073,996 issued and outstanding shares of Class A Common Stock.
(b) Mr. Berkley has the sole power to vote or direct the vote of,
and to dispose or direct the disposition of, 8,044,416 shares of Class A
Common Stock.
(c) On February 18, 1994, the Company circulated a Private Placement
Memorandum offering a minimum of 4,000,000 shares and up to a maximum of
8,000,000 shares of Class A Common
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Stock. The shares were offered only to accredited investors, as defined in
the rules of the Securities Act of 1933, as amended, at a price per share of
$.25. The offering terminated on February 28, 1994. A minimum purchase of
15,000 shares was required.
Mr. Berkley subscribed for 2,600,000 shares of Class A Common Stock
from the Company in the private placement at the price per share of $.25 and
tendered the full purchase price for the shares to the Company on March 21,
1994. Through the private placement, the Company sold an aggregate of
4,410,000 shares of Class A Common Stock for approximately $1,000,000 in net
proceeds. Mr. Berkley received 10,666 shares of Class A Common Stock from the
Company on March 10, 1994 pursuant to the Company's 1993 Non-Employee Director
Stock Plan.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
None.
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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.
May 17, 1994
/s/ William R. Berkley
William R. Berkley