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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Transport Holdings, Inc.
(Name of Issuer)
Common Stock - Class A
(Title of Class of Securities)
893855106
(CUSIP Number)
Charles A. Nalbone, Bear, Stearns & Co. Inc.
115 South Jefferson Road, Whippany, NJ 07981
(201) 739-2202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 26, 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 this 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: When filing this statement, in paper format, six copies of
this statement, including exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP NO. 893855106
13D
NAME OF REPORTING PERSON
S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1 BEAR, STEARNS & CO. INC.
IRS #13-3299429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*:
WC,PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)(e):
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER:
0
8 SHARED VOTING POWER:
0
9 SOLE DISPOSITIVE POWER:
0
10 SHARED DISPOSITIVE POWER:
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0
14 TYPE OF REPORTING PERSON*:
BD
See Instructions Before Filling Out!
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Schedule 13D Amendment No. 2
This statement constitutes Amendment No. 2 to the statement on Schedule 13D
(the "Schedule 13D") filed with the Securities and Exchange Commission by Bear,
Stearns & Co. Inc. ("Bear Stearns") with respect to its ownership of Common
Stock - Class A of Transport Holdings, Inc. (the "Issuer").
Item 3: Source and Amount of Funds or Other Consideration
The aggregate amount of funds used in making the purchases of the 5,589
Common Stock - Class A of the Issuer referred to the Item 5(c) hereof was
approximately $441,531.00.
Item 5: Interest in Securities of the Issuer (as of 12/26/96)
(a) The responses of Bear Stearns to Rows (11) through (13) of the
cover page of this Amendment No. 2 to Schedule 13D are
incorporated herein by reference. To the best of Bear Stearns'
knowledge, none of its executive officers or directors
beneficially own any Common Stock - Class A of the Issuer.
(b) The responses of Bear Stearns to Rows (7) through (10) of the
cover page of this Amendment No. 2 to Schedule 13D are
incorporated herein by reference.
(c) Since the date of its first amended filing on Schedule 13D, Bear
Stearns has effected transactions in the Common Stock - Class A of the
Issuer. Information concerning transactions in the Common Stock
effected by Bear Stearns is set forth on Appendix I.
(d) Not Applicable.
(e) On December 26, 1996, Conseco Inc. completed its acquisition of
Transport Holdings, Inc. According to the terms of the acquisition,
Transport Holdings, Inc. holders would receive 1.4 Conseco Inc. shares for
each Transport Holdings, Inc. share held. On December 26, 1996,
Bear Stearns exchanged its holdings of Transport Holdings, Inc. under the
mentioned merger agreement. Therefore, Bear Stearns ceased to be the
beneficial owner of more than five percent of the Common Stock - Class A
of the Issuer on December 26, 1996.
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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.
Dated: January 6, 1997 BEAR, STEARNS & CO. INC.
By: /s/
Barry Cohen
Senior Managing Director
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APPENDIX I
BEAR, STEARNS & CO. INC.
Transport Holdings, Inc.
Trading from 11/2/96 Through 12/26/96
(Various Firm Accounts)
DATE QUANTITY DESCRIPTION PRICE / ENTRY AMOUNT
12/26/96 -79,766 Transport Holdings, Inc. Exchanged 0.00
12/26/96 -695 Transport Holdings, Inc. Exchanged 0.00
12/17/96 100 Transport Holdings, Inc. 83.000 8,300.00
12/17/96 100 Transport Holdings, Inc. 83.125 8,312.50
12/17/96 200 Transport Holdings, Inc. 82.000 16,400.00
12/17/96 265 Transport Holdings, Inc. 82.875 21,961.88
12/17/96 400 Transport Holdings, Inc. 82.625 33,050.00
12/17/96 450 Transport Holdings, Inc. 82.500 37,125.00
12/17/96 -200 Transport Holdings, Inc. 84.000 -16,800.00
12/17/96 -300 Transport Holdings, Inc. 83.250 -24,975.00
12/17/96 -500 Transport Holdings, Inc. 83.750 -41,875.00
12/17/96 -500 Transport Holdings, Inc. 83.250 -41,625.00
12/13/96 -500 Transport Holdings, Inc. 85.500 -42,750.00
12/13/96 -5,000 Transport Holdings, Inc. 86.000 -430,000.00
12/9/96 4 Transport Holdings, Inc. 85.988 343.95
11/22/96 34 Transport Holdings, Inc. 73.500 2,499.00
11/7/96 1,000 Transport Holdings, Inc. 80.500 80,500.00
11/6/96 7 Transport Holdings, Inc. 76.750 537.25
11/6/96 -1,000 Transport Holdings, Inc. 76.500 -76,500.00
11/6/96 -1,000 Transport Holdings, Inc. 77.250 -77,250.00
11/6/96 -1,000 Transport Holdings, Inc. 79.500 -79,500.00
11/5/96 1 Transport Holdings, Inc. 75.250 75.25
11/5/96 2 Transport Holdings, Inc. 75.250 150.50
11/5/96 4 Transport Holdings, Inc. 75.250 301.00
11/5/96 1,000 Transport Holdings, Inc. 75.500 75,500.00
11/5/96 -1,000 Transport Holdings, Inc. 75.000 -75,000.00
11/5/96 -1,000 Transport Holdings, Inc. 75.500 -75,500.00
11/5/96 -1,000 Transport Holdings, Inc. 76.000 -76,000.00
11/5/96 -1,000 Transport Holdings, Inc. 76.000 -76,000.00
11/4/96 22 Transport Holdings, Inc. 74.250 1,633.50
11/4/96 200 Transport Holdings, Inc. 74.250 14,850.00
11/4/96 1,800 Transport Holdings, Inc. 73.875 132,975.00
11/4/96 -5,000 Transport Holdings, Inc. 74.625 -373,125.00
(Various Discretionary Accounts)
(Aggregate Transactions)
DATE QUANTITY DESCRIPTION PRICE / ENTRY AMOUNT
12/26/96 11,805 Transport Holdings, Inc. Exchanged 0.00
