UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Capitol American Financial Corporation
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(Name of Issuer)
Common Stock, without par value
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(Title of Class of Securities)
140 55J 103
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(CUSIP Number)
Page 1 of 6 Pages
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*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 the
disclosures provided in a prior cover page.
The information required in the remainder of this 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).
Page 2 of 6 Pages
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CUSIP No.00754U101 13G Page 3 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry J. Hershey
(a) [ ]
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable.
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5. SOLE VOTING POWER
4,545,572 shares
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 1,310,371 shares
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 4,545,572 shares
PERSON
WITH 8. SHARED DISPOSITIVE POWER
1,310,371 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,855,943 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ X]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
33.4%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6 Pages
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Item 1.
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(a) The issuer is Capitol American Financial Corporation, an Ohio
corporation (the "Company").
(b) The Company's principal executive offices are located at 1001
Lakeside Avenue, Cleveland, Ohio 44114.
Item 2.
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(a) The person filing this statement is Barry J. Hershey.
(b) Mr. Hershey's principal business office is located at 1001
Lakeside Avenue, Cleveland, Ohio 44114.
(c) Mr. Hershey is a U.S. citizen.
(d) The class of securities to which this Schedule 13(G) relates
is Common Shares, without par value, of the Company (the "Common
Shares").
(e) The CUSIP number of the Common Shares if 140 55J 103.
Item 3.
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Not applicable.
Item 4. Ownership.
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(a) As of December 31, 1996, Mr. Hershey beneficially owned 5,855,943
Common Shares. Connie Hershey, Mr. Hershey's wife, beneficially owned
an additional 1,885,000 Common Shares which are separately reported on
Mrs. Hershey's Schedule 13G, as to which shares Mr. Hershey disclaims
beneficial ownership.
(b) The Common Shares beneficially owned by Mr. Hershey
represented approximately 33.4% of the outstanding Common Shares as
of December 31, 1996, based on 17,507,190 Common Shares outstanding.
(c) Mr. Hershey has the sole power to vote and to dispose of
4,545,572 Common Shares.
Page 4 of 6 Pages
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(d) Mr. Hershey has the shared power to vote and dispose of 1,310,371
Common Shares.
Item 5. Ownership of 5% or Less of a Class.
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Not applicable
Item 6. Ownership of More than 5% on Behalf of Another Person.
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Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
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Security Being Reported On By the Parent Holding Company.
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Not applicable.
Item 8. Identification and Classification of Members of the Group.
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Not applicable.
Item 9. Notice of Dissolution of Group.
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Not applicable.
Item 10. Certification.
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Not applicable.
Page 5 of 6 Pages
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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.
/s/ Barry J. Hershey
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Barry J. Hershey
Date: February 26, 1997
Page 6 of 6 Pages
