UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
SOUTHWESTERN LIFE HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
845606102
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(CUSIP Number)
Bernard Rapoport, 510 North Valley Mills Drive, SUITE 504,
WACO, TEXAS 76710 (254-776-9523)
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 13, 2000
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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 ss.ss. 240.13d-1(e), 240.13d-1cf or 240.13d-1(g), 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: Schedules filed in paper format shall include a signed original and five
copies of this statement, including all exhibits, should be filed with the
Commission. See ss.240.13d-7 for other parties to whom copies are to be sent.
*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 ("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).
CUSIP No. 845606102
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CUSIP NO. 845606102 SCHEDULE 13D PAGE 2 OF 7 PAGES
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1. Name of reporting person
S.S. or I.R.S. identification no. of above person:
Bernard Rapoport
2. Check the appropriate box if a member of a group
(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: United States
Number of shares 7. Sole voting power 1,825,000*
beneficially owned by each
reporting person with
8. Shared voting power 0
9. Sole dispositive power 1,825,000*
10. Shared dispositive power 0
11. Aggregate amount beneficially owned by each reporting person:
1,825,000
12. Check box if the aggregate amount in Row 11 excludes certain shares [ ]
13. Percent of class represented by amount in Row 11 20.1%
14. Type of reporting person IN
* Includes 225,000 shares issuable upon the exercise of an option.
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PAGE 3 OF 7 PAGES
ITEM 1. SECURITY AND ISSUER:
This statement relates to the common stock, $0.01 par value
per share (the "Common Stock"), of Southwestern Life Holdings,
Inc. (the "Issuer").
The address of the principal executive offices of the Issuer
is 717 North Harwood Street, Dallas, Texas 75201.
ITEM 2. IDENTITY AND BACKGROUND.
NAME: Bernard Rapoport
RESIDENCE OR 510 North Valley Mills Drive, Suite 504
BUSINESS ADDRESS: Waco, Texas 76710
PRINCIPAL OCCUPATION: Chairman and Chief Executive Officer
Southwestern Life Holdings, Inc.,
an insurance company
717 North Harwood Street
Dallas, Texas 75201
CONVICTION IN
CRIMINAL PROCEEDINGS: During the last five years, Bernard Rapoport
has not been convicted in a criminal proceed-
ing (excluding traffic violations or similar
misdemeanors).
CIVIL PROCEEDINGS: During the last five years, Bernard Rapoport
has not been a party to a civil proceeding of
a judicial or administrative body of competent
jurisdiction as a result of which he was or is
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.
CITIZENSHIP: Mr.Rapoport is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 13, 2000, the Issuer consummated its Plan of Reorganization
under chapter 11 of the United States Bankruptcy Code (the "Plan"). In
connection with the Plan, Mr. Rapoport entered into a Subscription Agreement,
dated June 13, 2000, to purchase 1,600,000 shares of Common Stock. Mr. Rapoport
purchased such shares in a private placement under Rule 506 of the Securities
Act of 1933, as amended. Mr. Rapoport used $20,000,000 of his own personal funds
to purchase the 1,600,000 shares of Common Stock.
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PAGE 4 OF 7 PAGES
In connection with the Plan, Mr. Rapoport also entered into an
Executive Stock and Employment Agreement (the "Employment Agreement") with the
Issuer, dated June 13, 2000. Pursuant to the Employment Agreement, Mr. Rapoport
received an option to purchase 225,000 shares of Common Stock at an exercise
price of $12.50 per share. The option is immediately exercisable and expires on
June 13, 2010.
ITEM 4. PURPOSE OF THE TRANSACTION.
The securities of the Issuer were acquired for investment purposes. The
reporting person currently does not have any plans or proposals relating to or
which 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
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to 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, including but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which 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
Act; or
(j) Any action similar to any of those enumerated above.
The reporting person reserves the right to acquire, or cause to be
acquired, additional securities of the Issuer, and to dispose or cause to be
disposed, of such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of the general investment and trading policies of the
reporting person, market conditions or other factors.
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PAGE 5 OF 7 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number and percentage beneficially owned:
1,825,000 *
20.1%
* Includes 225,000 shares issuable upon the exercise of an option.
(b) Number of shares as to which the reporting person has:
(i) sole power to vote or to direct the vote 1,825,000*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition 1,825,000*
(iv) shared power to dispose or to direct the disposition. 0
* Includes 225,000 shares issuable upon the exercise of an option.
(c) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS: Except as
described in Item 3, there have been no transactions with respect
to the Issuer's Common Stock during the past 60 days.
(d) INTERESTS OF OTHER PERSONS: No other person has the right to
participate in the receipt of dividends from, or proceeds from
the sale of, the securities reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described below and in Item 3, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between
Bernard Rapoport and any other person with respect to any securities of the
Issuer.
In connection with the Plan (as defined in Item 3), the Issuer entered into
a Registration Agreement dated June 13, 2000, with Bernard Rapoport,
Inverness/Phoenix Partners, LP, Executive Capital Partners I, L.P., SLM
Investment, L.P., Sharpe Taylor Investment, Ltd., JTS Family Limited Partnership
#14, John T. Sharpe and Steve R. Johnson. Pursuant to the Registration
Agreement, beginning six months from the date of the Registration Agreement, Mr.
Rapoport can require the Issuer to register all or any portion of the Common
Stock held by Mr. Rapoport in a public offering. Mr. Rapoport also has certain
piggyback registration rights under the Registration Agreement.
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PAGE 6 OF 7 PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Executive Stock and Employment Agreement, dated June 13, 2000,
by and between Southwestern Life Holdings, Inc. and Bernard Rapoport.
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PAGE 7 OF 7 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
July 20, 2000
/S/ BERNARD RAPOPORT
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Bernard Rapoport
