UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Symons International Group, Inc.
(Name of Issuer)
Common Shares
(Title or Class of Securities)
No. 87154P105
(CUSIP Number)
Douglas H. Symons
Symons International Group, Inc.
4720 Kingsway Drive
Indianapolis, Indiana 46205
December 8, 1999
Date of Event Which Requires Filing of this Statement
If the filing person has previously filed 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 [ ].
<PAGE>
CUSIP No. 87154P105
1. Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Goran Capital Inc.
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
Canada
Number Of Shares Beneficially Owned By Each Reporting Person With
7. Sole Voting Power 7,482,300
8. Shared Voting Power -0-
9. Sole Dispositive Power 7,482,300
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned By Each Reporting Person
7,482,300
12. Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares [ ]
13. Percent Of Class Represented By Amount In Row 11
72.0%
14. Type Of Reporting Person
IC
<PAGE>
CUSIP No. 87154P105
1. Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
G. Gordon Symons
2. Check The Appropriate Box If A Member Of A Group
(A)
(B) X
3. SEC Use Only
4. Source Of Funds
OO
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
Number Of Shares Beneficially Owned By Each Reporting Person With
7. Sole Voting Power 520,000
8. Shared Voting Power 7,482,300
9. Sole Dispositive Power 520,000
10. Shared Dispositive Power 7,482,300
11. Aggregate Amount Beneficially Owned By Each Reporting Person
8,002,300
12. Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares [ ]
13. Percent Of Class Represented By Amount In Row 11
73.4%
14. Type Of Reporting Person
IN
<PAGE>
CUSIP No. 87154P105
1. Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Alan G. Symons
2. Check The Appropriate Box If A Member Of A Group
(A)
(B) X
3. SEC Use Only
4. Source Of Funds
OO
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant
To Items 2(D) Or 2(E) [ ]
6. Citizenship Or Place Of Organization
Canada
Number Of Shares Beneficially Owned By Each Reporting Person With
7. Sole Voting Power 332,691
8. Shared Voting Power 7,482,300
9. Sole Dispositive Power 332,691
10. Shared Dispositive Power 7,482,300
11. Aggregate Amount Beneficially Owned By Each Reporting Person
7,814,991
12. Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares [ ]
13. Percent Of Class Represented By Amount In Row 11
73.4%
14. Type Of Reporting Person
IN
<PAGE>
CUSIP No. 87154P105
1. Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Douglas H. Symons
2. Check The Appropriate Box If A Member Of A Group
(A)
(B) X
3. Sec Use Only
4. Source Of Funds
OO
5. Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To
Items 2(D) Or 2(E) [ ]
6. Citizenship Or Place Of Organization
Canada
Number Of Shares Beneficially Owned By Each Reporting Person With
7. Sole Voting Power 243,500
8. Shared Voting Power 7,482,300
9. Sole Dispositive Power 243,500
10. Shared Dispositive Power 7,482,300
11. Aggregate Amount Beneficially Owned By Each Reporting Person
7,725,800
12. Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares [ ]
13. Percent Of Class Represented By Amount In Row 11
72.9%
14. Type Of Reporting Person
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
This Schedule 13D relates to the common shares, no par value (the "Common
Shares"), of Symons International Group, Inc. ("Symons"), an Indiana
corporation, with principal executive offices at 4720 Kingsway Drive,
Indianapolis, Indiana 46205.
Item 2. Identity and Background.
(a-c), (f) This Schedule 13D is being filed by Goran Capital
Inc. ("Goran"), G. Gordon Symons, Alan G. Symons and
Douglas G. Symons (collectively, the "Reporting
Persons" and individually, a "Reporting Person").
Schedule A, attached hereto and incorporated herein
by reference, sets forth the name, business address,
present principal occupation or employment and the
name, principal business and address of any
corporation or organization in which such employment
is carried on, and citizenship of each Reporting
Person and each director, executive officer and
controlling person of each Reporting Person that is a
corporation.
(d-e) During the last five years, none of the persons named
in this Item 2 or on the attached Schedule A has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to
any civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which
any such person was or is subject to a judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating the activities subject
to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Sources and Amount of Funds or Other Consideration.
Goran acquired 7,000,000 of Symons Common Shares prior to Symons' initial public
offering. 1,000 Common Shares were acquired in connection with the formation of
Symons by Goran in April 1987 in exchange for its initial capital contribution
of $1,000. The remaining 6,999,000 Common Shares were acquired by Goran prior to
the initial public offering.
G. Gordon Symons acquired 10,000 Common Shares in Symons's initial public
offering at $12.50 per share. Mr. Symons used his personal funds to finance this
transaction.
Alan G. Symons acquired 27,600 Common Shares in Symons's initial public offering
and the remaining Common Shares in open market transaction at prevailing market
prices and through the exercise of stock options. The purchase price paid by Mr.
Symons in these transactions ranged from $.875 to $19.75 per share. Mr. Symons
used a combination of his personal funds and loans from a commercial bank to
finance such transactions, and all of such loans have been repaid.
Douglas H. Symons acquired 20,500 Common Shares in Symons's initial public
offering and the remaining Common Shares in open market transaction at
prevailing market prices and through the exercise of stock options. The purchase
price paid by Mr. Symons in these transactions ranged from $.50 to $16.75 per
share. Mr. Symons used a combination of his personal funds and loans from a
commercial bank to finance such transactions.
On December 6, 1999, Goran announced that its Board of Directors had authorized
the purchase of up to $2,000,000 worth of Symons Common Shares at prevailing
prices in open market or privately negotiated transactions. From December 8,
1999 through November 27, 2000, Goran acquired an aggregate of 482,300 Common
Shares through open market purchases made in reliance upon Rule 10b-18 of the
rules and regulations promulgated under the Securities Exchange Act of 1934. All
funds used by Goran to purchase Common Shares were provided from Goran's
available cash.
Item 4. Purposes of Transaction.
Goran is the majority shareholder of Symons and is purchasing the Common Shares
as an investment pursuant to a share purchase plan approved by the Board of
Directors on December 6, 1999 which authorizes Goran's Board of Directors to
purchase up to $2 million worth of the Common Shares in open market or privately
negotiated transactions. Neither Goran, nor any other Reporting Person has
present plans or proposals which may relate to or would result in (a) an
extraordinary corporate transaction, such as a merger, reorganization, or
liquidation, involving Symons or any of its subsidiaries; (b) a sale or transfer
of a material amount of assets of Symons or any of its subsidiaries; (c) any
change in the present Board of Directors or management of Symons, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Board of Directors; (d) any material change in the
present capitalization or dividend policy of Symons; (e) any other material
change in Symons business or corporate structure; (f) changes in Symons'
Articles of Incorporation, Bylaws, or instruments corresponding thereto or other
actions which may impede the acquisition of control of Symons by any person; (g)
causing a class of securities of Symons to be delisted from a national
securities exchange or cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (h) a class of
equity securities of Symons becoming eligible for termination of a registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (i) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a-b) The following table sets forth, as of the close of business on November
27, 2000, the aggregate number and percentage of Symons Common Shares
beneficially owned by each Reporting Person. Each person has the sole
power to vote or direct the vote and sole power to dispose or direct
the disposition of the shares indicated unless otherwise set forth in
the notes to the table.
<TABLE>
<CAPTION>
Person Number of Shares Percentage
<S> <C> <C>
Goran Capital Inc. 7,482,300 72.0%
G. Gordon Symons 8,002,300 (1) 73.4%
Alan G. Symons 7,814,991 (2) 73.4%
Douglas H. Symons 7,725,800 (3) 72.9%
</TABLE>
(1) Includes 7,482,300 shares held by Goran as to which G. Gordon
Symons, as a director and beneficial owner of a majority of Goran's
Common Shares, may be deemed to share voting power and investment
power and as to which Mr. Symons disclaims beneficial ownership and
510,000 Common Shares are subject to options which are exercisable
within 60 days.
<PAGE>
(2) Includes 7,482,300 shares held by Goran as to which Alan G. Symons,
as a director and beneficial owner of a majority of Goran's Common
Shares, may be deemed to share voting power and investment power
and as to which Mr. Symons disclaims beneficial ownership and
260,000 are subject to options which are exercisable within 60
days.
(3) Includes 7,482,300 shares held by Goran as to which Douglas H.
Symons, as a director and beneficial owner of a majority of Goran's
Common Shares, may be deemed to share voting power and investment
power and as to which Mr. Symons disclaims beneficial ownership and
210,000 are subject to options which are exercisable within 60
days.
(c) All transactions in the Common Shares of Symons that were effected by
the Reporting Persons in the last sixty days are set forth in the
following table and, to the knowledge of the Reporting Persons, none of
Goran's directors or executive officers identified on Schedule A has
effected any transaction in the Common Shares, except as set forth in
this Statement. All purchases made in the following table were open
market purchases made by Goran in accordance with Rule 10b-18 and the
total cost includes customary broker's commissions.
<TABLE>
<CAPTION>
Date # of Common Shares Price per Share Total Cost
<S> <C> <C> <C> <C>
December 8, 1999 7,500 1.375 10,312.50
December 9, 1999 7,500 1.375 10,312.50
December 12, 1999 7,500 1.375 10,312.50
December 13, 1999 11,000 1.375 15,125.00
December 14, 1999 11,000 1.375 15,125.00
December 15, 1999 6,000 1.188 7,128.00
December 16, 1999 100 1.188 118.80
December 20, 1999 9,000 1.188 10,692.00
December 20, 1999 2,000 1.295 2,590.00
December 21, 1999 13,300 1.375 18,287.50
May 17, 2000 3,100 .562 1,742.20
May 18, 2000 3,100 .688 2,132.80
May 19, 2000 3,100 .875 2,712.50
May 20, 2000 2,000 .688 1,376.00
May 20, 2000 3,300 .656 2,164.80
May 23, 2000 7,900 .719 5,680.10
May 24, 2000 4,000 .750 3,000.00
May 25, 2000 7,900 .875 6,912.50
June 2, 2000 8,100 .719 5,823.90
June 5, 2000 1,000 .703 703.00
June 6, 2000 1,000 .688 688.00
June 7, 2000 9,400 .719 6,758.60
June 8, 2000 9,400 .784 7,369.60
June 9, 2000 9,400 .895 8,413.00
June 12, 2000 10,700 .904 9,672.80
June 13, 2000 10,700 1.070 11,449.00
June 14, 2000 9,300 1.125 10,462.50
June 14, 2000 1,400 1.188 1,663.20
June 15, 2000 6,000 1.281 7,686.00
June 15, 2000 4,700 1.322 6,213.40
September 1, 2000 600 .875 525.00
September 5, 2000 2,500 1.000 2,500.00
September 5, 2000 2,500 .938 2,345.00
September 5, 2000 2,500 .875 2,187.50
September 5, 2000 3000 .875 2,625.00
September 7, 2000 15,000 1.000 15,000.00
September 7, 2000 500 1.031 515.50
September 12, 2000 2,500 .940 2,350.00
September 13, 2000 1,400 1.031 1,443.40
September 13, 2000 12,500 1.000 12,500.00
September 13, 2000 10,000 .969 9,690.00
September 14, 2000 1,400 1.040 1,456.00
September 15, 2000 10,000 1.094 10,940.00
September 15, 2000 2,500 1.125 2,812.50
September 15, 2000 11,400 1.062 12,106.80
November 14, 2000 15,000 .50 7,500.00
November 15, 2000 110,000 .50 55,000.00
November 16, 2000 60,000 .50 30,000.00
November 17, 2000 15,000 .50 7,500.00
November 20, 2000 11,100 .50 5,550.00
</TABLE>
(c) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, and the
proceeds from the sale of, the Common Shares to which this
Statement applies.
(c) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
The following exhibits are included as part of this Schedule:
Page in Sequential
Exhibit Description Numbering System
1. Agreement relating to filing
of joint statements as required
by Rule 13d-1(f).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned Reporting Person hereby certifies that the information set forth
in this statement is true, complete and correct.
Date: November 15, 2000
Goran Capital Inc.
By:
--------------------------------
Alan G. Symons,
President, Chief Executive Officer
G. Gordon Symons
Alan G. Symons
Douglas H. Symons
<PAGE>
SCHEDULE A
1. Reporting Persons
The following table sets forth the name, business address, present
principal occupation or employment and the name, principal business and address
of any corporation or organization in which such occupation or employment is
carried on of each Reporting Person.
<TABLE>
<CAPTION>
Present Principal Country of
Name and Business Address Occupation or Employment Organization or Citizenship
<S> <C> <C>
Goran Capital Inc. Goran Capital Inc. ("Goran")is a specialty property Canada
4720 Kingsway Drive and casualty insurer that underwrites and markets
Indianapolis, Indiana 46205 nonstandard private passenger automobile insurance
and crop insurance.
G. Gordon Symons Chairman of the Board of Goran and Symons Bermuda
Goran Capital Inc. International Group, Inc. ("Symons")
4720 Kingsway Drive
Indianapolis, Indiana 46205
Alan G. Symons CEO of Goran and Vice Chairman of Symons Canada
Goran Capital Inc.
4720 Kingsway Drive
Indianapolis, Indiana 46205
Douglas H. Symons COO of Goran and President and CEO and Canada
Goran Capital Inc. President of Symons
4720 Kingsway Drive
Indianapolis, Indiana 46205
</TABLE>
2. Directors and Executive Officers of Goran
The following table sets forth the name, business address, title or position
with Goran Capital Inc., present principal occupation or employment and the
name, principal business and address of any corporation or other organization in
which such occupation or employment is conducted, and citizenship of the
directors and executive officers of Goran. Each executive officer and each
director of Goran is a citizen of the United States of America.
Present Principal
Name and Business Address Position with Goran Occupation or Employment
G. Gordon Symons Chairman of the Board See above
Goran Capital Inc.
4720 Kingsway Drive
Indianapolis, Indiana 46205
Alan G. Symons CEO and Director See above
Goran Capital Inc.
4720 Kingsway Drive
Indianapolis, Indiana 46205
Douglas H. Symons COO and Director See above
Goran Capital Inc.
4720 Kingsway Drive
Indianapolis, Indiana 46205
Gene S. Yerant Executive Vice President of Superior
4720 Kingsway Drive President and Director Insurance Group, Inc.
Indianapolis, Indiana 46205
J. Ross Schofield Director President of Schofield
10 Four Seasons Place Insurance Brokers
Suite 602
Toronto, Ontario Canada M9B 6H7
David B. Shapira Director President of Medbers
695 Flint Road Limited
Toronto, Ontario Canada M3J 2T7 Consultancy & Investment
Company
