(312) 701-7215
September 15, 1994
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 5th Street
Washington, D.C. 20549
Re: Baldwin & Lyons, Inc.
Schedule 13D Amendment
Ladies and Gentlemen:
In accordance with Rule 101(a)(2)(i) of Regulation S-T, enclosed for
filing with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Act of 1934, as amended (the "Act"), is a copy of a Amendment
No. 4 to the Schedule 13D filed on May 16, 1988, by Baldwin & Lyons, Inc. and
Protective Insurance Company, both Indiana corporations, with respect to their
holdings in the common stock of USLICO Corporation.
In accordance with Rule 101(a)(2)(ii) of Regulation S-T and Rule 13d-2(c)
under the Act, this first electronic amendment to a paper format Schedule 13D
restates the entire text of the Schedule 13D and prior amendments.
Please acknowledge receipt of this filing to Mayer, Brown & Platt through
the normal routes used by the Commission to acknowledge EDGAR filings.
If you have any questions or comments regarding this filing, please
contact the undersigned at (312) 701-7215 or Mary R. Barry (312) 701-8460.
Sincerely,
Carol S. Rivers
CSR/mb
cc: USLICO CORPORATION
New York Stock Exchange
OMB NUMBER: 3235-0145
Expires: October 31, 1994
Estimated average burden
hours per form....14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
USLICO CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
903297109
(CUSIP Number)
G. Patrick Corydon,
1099 North Meridian, Indianapolis, Indiana 46204 (317) 636-9800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 12, 1994
(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 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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91)
SCHEDULE 13D
CUSIP No. 903297109 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baldwin & Lyons, Inc.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x[ ]
(b) [ ]
- -----------------------------------------------------------------
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) [ ]
N/A
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
- -----------------------------------------------------------------
7 SOLE VOTING POWER
355,962**
NUMBERS OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 355,962**
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,962
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
N/A
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.31%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
**Includes shares held by Protective Insurance Company
SCHEDULE 13D
CUSIP No. 903297109 Page 3 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Protective Insurance Company
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x[ ]
(b) [ ]
- -----------------------------------------------------------------
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) [ ]
N/A
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
- -----------------------------------------------------------------
7 SOLE VOTING POWER
355,962
NUMBERS OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 355,962
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
355,962
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
N/A
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.31%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 903297109 Page 4 of 5 Pages
This Amendment No. 4 to the Schedule 13D filed on May 16, 1988, by Baldwin &
Lyons, Inc. and Protective Insurance Company, both Indiana corporations, with
respect to their holdings in the common stock of USLICO, amends Items 4 and 5
of the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of Schedule 13D is hereby amended supplementally as follows:
Baldwin & Lyons, Inc. and Protective Insurance Company have no
plans to purchase any further common stock of USLICO and will
consider selling their holdings of common stock. Depending on
price conditions and other factors, the sales may occur at one time
or from time to time and may be made in the open market or in
privately negotiated transactions.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended supplementally as follows:
(a) Baldwin & Lyons, Inc. beneficially owns 355,962 shares,
representing approximately 3.31% of the outstanding common stock of
USLICO. Protective Insurance Company, a wholly-owned subsidiary of
Baldwin & Lyons, Inc., owns directly all of the aforementioned
355,962 shares.
(b) Baldwin & Lyons, Inc., through Protective Insurance Company,
has the sole power to vote or direct the vote and the sole power to
dispose of or direct the disposition of the 355,962 shares it
beneficially owns.
(c) The following sales have been made by Protective Insurance
Company within the past sixty (60) days through broker assisted
transactions in the open market:
Sales Number Sales price
Date of Shares per share
---------------------------------------------------
08/10/94 800 $20.125
09/08/94 10,900 $22.500
09/09/94 38,200 $22.290
09/12/94 361,600 $20.172
09/13/94 30,000 $20.500
(e) Baldwin & Lyons, Inc., through Protective Insurance Company,
ceased to be the beneficial owner of more than 5% of the common
stock of USLICO on September 12, 1994.
<PAGE>
Page 5 of 5 pages
SIGNATURES
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.
BALDWIN & LYONS, INC.
- ---------------------
By:____________________________
G. Patrick Corydon
Vice President, Finance
Date: September 14, 1994
PROTECTIVE INSURANCE COMPANY
- -----------------------------
By:____________________________
G. Patrick Corydon
Vice President, Finance
Date: September 14, 1994
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
USLICO CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
903297109
(CUSIP Number)
G. Patrick Corydon
Baldwin & Lyons, Inc.
3100 N. Meridian, Indianapolis, IN 46208, (317) 925-3501
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 16, 1988
(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 [X].
Check the following box if a fee is being paid with the
statement [X]. (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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
"The remainder of this cover page shall be filed 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).
(Continued on following page(s))
Page 1 of __ Pages
CUSIP No. 903297109 13D Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baldwin & Lyons, Inc.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
________________________________________________________________
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) [ ]
N/A
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
- -----------------------------------------------------------------
7 SOLE VOTING POWER
*1,069,317
NUMBERS OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH *1,069,317
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,317
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
N/A
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
*Includesshares held by Protective Insurance Company
CUSIP No. 903297109 13D Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Protective Insurance Company
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
________________________________________________________________
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) [ ]
N/A
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
- -----------------------------------------------------------------
7 SOLE VOTING POWER
1,048,317
NUMBERS OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,048,317
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,317
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
N/A
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
The equity security to which this statement relates is the Common Stock,
$1.00 par value per share ("Common Stock") of USLICO Corporation (the
"Issuer"), 4601 Fairfax Drive, Arlington, Virginia 22203.
Item 2. Identity and Background.
The persons filing this statement are Baldwin & Lyons, Inc., an Indiana
corporation ("Baldwin & Lyons"), and its wholly-owned subsidiary, Protective
Insurance Company, an Indiana corporation ("Protective") (collectively, "the
Companies"). Baldwin & Lyons, through its subsidiaries, specializes in placing
and underwriting property and casualty insurance in the motor carrier industry.
Protective, in particular, is engaged in direct writing of multiple line
property, casualty and related insurance coverages primarily for large fleet
trucking customers. The address of Baldwin & Lyons and Protective is 3100
North Meridian Street, Indianapolis, Indiana 46208. The name and principal
occupation or employment of each director and executive officer of Baldwin &
Lyons and of Protective are set forth in Schedule I attached hereto. Unless
otherwise indicated on Schedule I, the principal business address of each
executive officer and director of Baldwin & Lyons and of Protective is 3100
North Meridian Street, Indianapolis, Indiana 46208. Each of the persons listed
in Schedule I is a citizen of the United States.
During the last five years, neither Baldwin & Lyons, nor Protective, nor,
to the best of the Companies' knowledge, any of their directors, executive
officers or controlling shareholders has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors), nor has any
such person been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities law
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds of Other Consideration.
Baldwin & Lyons obtained the funds to purchase the shares of Common Stock
to which this statement relates (the "Shares") from its general corporate
funds.
Item 4. Purpose of Transaction.
Baldwin & Lyons currently holds, directly or through Protective,
approximately 9.8% of the voting stock of USLICO for investment purposes. The
investment has previously been reported by Baldwin & Lyons and Protective on
the Schedule 13G filed by the Companies on February 9, 1988. Laws regulating
insurance holding companies in several states in which insurance company
subsidiaries of USLICO are organized require regulatory approval of the
purchase of more than 10% of the stock of a holding company which owns an
insurance company organized in that state. On May 17, 1988, Baldwin & Lyons
filed with various state insurance commissioners applications for approval of
Baldwin & Lyons' purchase of more than 10% of the voting stock of USLICO in
order to permit Baldwin & Lyons the option of purchasing additional Shares in
the open market. Purchases of additional Shares may be made from time to time,
as Baldwin & Lyons determines, depending on the market conditions (including
the availability and price of common stock of USLICO in the open market), up to
20% of the issued and outstanding stock of USLICO. Such a position, if
achieved, would permit Baldwin & Lyons to account for its investment in USLICO
on the equity method and would thereby permit Baldwin & Lyons to report its pro
rata share of USLICO's earnings in Baldwin & Lyons' consolidated results.
Baldwin & Lyons and Protective reserve the right not to purchase any additional
securities of USLICO or to sell any securities they currently own.
Other than as described above, neither Baldwin & Lyons nor Protective has
any plans or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of USLICO, or the disposition of
securities of USLICO; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving USLICO or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of USLICO
or any of its subsidiaries; (d) any change in the present board of directors or
management of USLICO, including any plans or proposals to change the number or
term of directors or fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of USLICO; (f) any
other material change in USLICO's business or corporate structure; (g) changes
in USLICO's charter, bylaws, or other instruments corresponding thereto or
other actions which may impede the acquisition of control of USLICO by any
person; (h) causing a class of securities of USLICO 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 USLICO becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) Baldwin & Lyons in aggregate beneficially owns 1,069,317 Shares,
representing approximately 9.8% of the Common Stock outstanding.1/ Baldwin &
Lyons holds directly 21,000 Shares, representing approximately 0.2% of the
Common Stock outstanding. Protective, Baldwin & Lyons' wholly-owned
subsidiary, owns directly 984,362 Shares of the 1,069,317 Shares discussed
above, representing approximately 9.0% of the Common Stock outstanding, and
$2,005,000 par value of the 8% convertible subordinated debentures of USLICO,
convertible into 63,955 Shares at a conversion price of $31.35 per share, or
approximately 0.6% of the Common Stock outstanding.
(b) Baldwin & Lyons has the sole power to vote or direct the vote and
the sole power to dispose of or direct the disposition of the 1,069,317 Shares
it beneficially owns. 2/
_____________________
1/ Mr. Gregory Mutz, a director of Baldwin & Lyons, has beneficial ownership
of an aggregate of 587.2 Shares, 100 of which are held in an Individual
Retirement Account for his benefit, and 487.2 of which are held by Mr. Mutz as
Custodian for the benefit of his children and other relatives under the Uniform
Gifts to Minors Act. Mrs. Marilyn M. Patrick, wife of Mr. Thomas H. Patrick, a
director of Baldwin & Lyons, owns 390 Shares as Custodian for the benefit of
her children under the Uniform Gift to Minors Act.
2/ Mr. Mutz has sole power to vote or dispose of the 100 shares held for his
benefit in an Individual Retirement Account and the 487.179 Shares which he
holds as Custodian for his children and other relatives under the Uniform Gifts
to Minors Act. Mrs. Patrick has the sole power to vote or dispose of the
Shares which she holds as Custodian for the benefit of her children under the
Uniform Gifts to Minors Act.
<PAGE>
(c) The following purchases have been made within the past sixty days
through broker assisted transactions in the open market: (1) on April 28,
1988, Protective purchased 115,200 Shares at a price per share of $20.90; and
(2) on March 31, 1988, Protective purchased 10,000 Shares at a price per share
of $23.49. 3/
(d) Not applicable. No other person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Neither Baldwin & Lyons nor Protective nor, to the best of the Companies'
knowledge, any of their directors or officers has any contracts, arrangements,
understandings, or relationships with respect to any securities of USLICO.
- ---------------------
3/ On March 15, 1988, Mr. Mutz, as Custodian for his children and other
relatives under the Uniform Gifts to Minors Act, purchased 5.17 Shares through
the USLICO Automatic Dividend Investment Plan.
<PAGE>
Item 7. Material to be Filed as Exhibits.
None.
- ------------------------------------
Investment Plan.
<PAGE>
Page 8 of 12 pages
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.
BALDWIN & LYONS, INC.
By: __________________________
G. Patrick Corydon
Vice President (Finance)
and Treasurer
Date: 5/11/88
--------------------------
PROTECTIVE INSURANCE COMPANY
By: __________________________
G. Patrick Corydon
Vice President (Finance)
Date: 5/11/88
---------------------------
<PAGE>
Schedule I to Schedule 13D
Officers and Directors
Officers and Directors and Principal Occupation or
Residence or Business Address Business Activity
- ------------------------------ -------------------------
John C. Aldin Chairman of the Board
3100 N. Meridian and Chief Executive
Indianapolis, Indiana 46208 Officer of Baldwin & Lyons,
Inc., Protective Insurance
Company and Protective's
wholly-owned subsidiaries,
Sagamore Insurance Company and
Hoosier Insurance Company.
Gary W. Miller President of Baldwin &
3100 N. Meridian Lyons, Inc.,
Indianapolis, Indiana 46208 Protective Insurance Company,
Sagamore Insurance Company,
Sagamore Holdings, Inc., and B
& L Insurance Ltd.
James W. Good Vice President-Marketing
3100 N. Meridian of Baldwin & Lyons, Inc.;
Indianapolis, Indiana 46208 Vice President-Marketing of
Protective Insurance Company;
Director of Protective
Insurance Company; Director of
Sagamore Insurance Company.
G. Patrick Corydon Vice President-Finance and
3100 N. Meridian Treasurer of Baldwin &
Indianapolis, Indiana 46208 Lyons, Inc.; Vice
President-Finance and Director
of Protective Insurance
Company; Director of Sagamore
Insurance Company.
Officers and Directors and Principal Occupation or
Residence or Business Address Business Activity
Joseph J. DeVito Vice President-
3100 N. Meridian Administration of Baldwin
Indianapolis, Indiana 46208 & Lyons, Inc.; Director of
Protective Insurance Company;
Director of Sagamore Insurance
Company.
Gregory A. Bonnell Vice President-
3100 N. Meridian Underwriting of Baldwin
Indianapolis, Indiana 46208 & Lyons, Inc.; Director of
Protective Insurance Company;
Vice President-Underwriting of
Protective Insurance Company;
Director of Sagamore Insurance
Company.
James E. Kirschner Vice President-Claims and
3100 N. Meridian Secretary of Baldwin &
Indianapolis, Indiana 46208 Lyons, Inc.; Vice
President-Claims of Protective
Insurance Company; Secretary of
Protective Insurance Company;
Director of Protective
Insurance Company; Director of
Sagamore Insurance Company.
John M. O'Mara Director of Baldwin &
623 Lake Avenue Lyons, Inc.; Managing
Greenwich, CT. 06830 Director of Chase Manhattan
Capital Markets Corp.
Nathan Shapiro Director of Baldwin &
1700 Ridge Lyons, Inc.; President
Highland Park, IL 60035 of SF Investments, Inc.; Vice
President of National Superior
Fur Dressing & Dyeing Co.,
Inc.; President of SLD Corp.
Officers and Directors and Principal Occupation or
Residence or Business Address Business Activity
Otto N. Frenzel III Director of Baldwin &
Merchants National Corporation Lyons, Inc.; Chairman of
One Merchants Plaza, Suite 400E the Board of Merchants
Indianapolis, IN 46255 National Corporation and of its
wholly-owned subsidiary,
Merchants National Bank & Trust
Company of Indianapolis.
Thomas H. Patrick Director of Baldwin &
Merrill Lynch Capital Markets Lyons, Inc.; Managing
5500 Sears Tower Director of Merrill Lynch
Chicago, Illinois 60606 Capital Markets.
Norton Shapiro Director of Baldwin &
4447 West Cortland Street Lyons, Inc.; Vice
Chicago, IL 60610 President of Sales of National
Superior Fur Dressing & Dyeing
Co., Inc.
Gregory T. Mutz Director of Baldwin &
163 Buckley Road Lyons, Inc.; Chairman of
Barrington Hills, IL 60010 the Board of Directors of Amli
Realty Co., Chicago, Illinois
(45% owned by Baldwin & Lyons,
Inc.); President of Mutz &
Associates; Vice President of
Unique Indoor Comfort, Inc.;
Managing General Partner of
Mutz Properties.
L. Leslie Waters Director of Baldwin &
2901 Soutar Drive Lyons, Inc.;
Bloomington, Indiana 47401 Professor Emeritus at Indiana
University School of Business;
consultant.
Stuart D. Bilton Director of Baldwin &
20769 N. Meadow Lane Lyons, Inc.; Executive
Barrington, IL 60010 Vice President of Chicago Title
& Trust Company
Officers and Directors and Principal Occupation or
Residence or Business Address Business Activity
Rodger A. Cottrell Director of Protective
3100 N. Meridian Street Insurance Company;
Indianapolis, IN 46208 Director of Sagamore Insurance
Company; Assistant Vice
President-Claims of Protective
Insurance Company; Assistant
Vice President-Claims of
Sagamore Insurance Company
Daniel P. Columbo Vice President-Sales of
3100 N. Meridian Street Baldwin & Lyons, Inc.;
Indianapolis, IN 46208 Director of Protective
Insurance Company
Richard H. Nelson Director of Protective
3100 N. Meridian Street Insurance Company;
Indianapolis, IN 46208 Assistant Vice President-Claims
of Baldwin & Lyons, Inc.;
Assistant Vice President-Claims
of Protective Insurance Company
W. Daryl Osborne Treasurer of Protective
3100 N. Meridian Street Insurance Company;
Indianapolis, IN 46208 Assistant Vice
President-Finance of Baldwin &
Lyons, Inc.; Assistant
Treasurer of Baldwin & Lyons,
Inc.; Assistant Treasurer of
Sagamore Insurance Company
Gregory J. Hammond Assistant Secretary of
3100 N. Meridian Street Protective Insurance
Indianapolis, IN 46208 Company; Assistant Secretary of
Baldwin & Lyons, Inc.;
Assistant Secretary of Sagamore
Insurance Company
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
USLICO CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
903297109
(CUSIP Number)
G. Patrick Corydon
Baldwin & Lyons, Inc.
3100 North Meridian, Indianapolis, IN 46208 (317) 925-3501
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 18, 1988
(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 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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
Page 1 of 6 pages
SCHEDULE 13D
CUSIP NO. 903297109 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baldwin & Lyons, Inc.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
________________________________________________________________
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) [ ]
N/A
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
- -----------------------------------------------------------------
7 SOLE VOTING POWER
*1,069,317
NUMBERS OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH *1,069,317
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,317
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
N/A
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Includes shares held by Protective Insurance Company
SCHEDULE 13D
CUSIP No. 903297109 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Protective Insurance Company
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -----------------------------------------------------------------
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) [ ]
N/A
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
- -----------------------------------------------------------------
7 SOLE VOTING POWER
1,048,317
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,048,317
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,048,317
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ]
N/A
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 6 Pages
This Amendment No. 1 to the Schedule 13D filed on May 16, 1988 by Baldwin
& Lyons, Inc. and Protective Insurance Company, both Indiana corporations, with
respect to their holdings in the Common Stock of USLICO, amends Items 4 and 7
of the Schedule 13D.
Item 4. Purpose of Transaction.
----------------------
Item 4 of the Schedule 13D is hereby amended supplementally as follows:
As disclosed in the Press Release issued by Baldwin & Lyons on July
18, 1988 (attached as an Exhibit), Baldwin & Lyons has withdrawn
its applications for approval by the insurance commissioners of
certain states of the purchase of more than 10% of the stock of
USLICO. Baldwin & Lyons and Protective Insurance Company plan to
continue to hold their stock in USLICO for investment purposes,
although, as described in the Schedule 13D, Baldwin & Lyons and
Protective reserve the right to sell any securities they currently
own.
Item 5. Interest in Securities of the Issuer.
------------------------------------
The footnotes to Item 5 of the Schedule 13D are hereby amended
supplementally as follows:
Since the Schedule 13D was filed on May 16, 1988, Mr. Gregory Mutz,
as Custodian for his children and other relatives under the Uniform
Gifts to Minors Act, purchased a nominal number of Shares through
the USLICO Automatic Dividend Investment Plan.
Item 7. Material to be filed as Exhibits.
--------------------------------
Item 7 of the Schedule 13D is hereby amended supplementally as follows:
The Press Release issued by Baldwin & Lyons dated July 18, 1988 is
hereby filed as Exhibit 1 to the Schedule 13D.
Page 5 of 6 Pages
Exhibit 1
Subj: Baldwin & Lyons, Inc. July 18, 1988
Special Announcement Press Contact: Gregory A. Bonnell
Regarding Investment (317) 636-9800
In USLICO Corporation
FOR IMMEDIATE RELEASE
Indianapolis, Indiana, July 18, 1988 - Baldwin & Lyons, Inc. announced
today that it is withdrawing its application before several state insurance
departments to increase from 10% to 20% its interest in USLICO Corporation.
Mr. Jack Aldin, Chairman of Baldwin & Lyons, stated that he believed the
Chairman and the President of USLICO would welcome the additional investment.
Subsequently, USLICO strenuously opposed the applications. Mr. Aldin said that
it is Baldwin & Lyons' policy to be a supportive investor, and that the
hostility of USLICO's management makes continued pursuit of the matter by
Baldwin & Lyons not appropriate.
Page 6 of 6
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.
BALDWIN & LYONS, INC.
- ---------------------
By: __________________________________
G. Patrick Corydon
Vice President (Finance)
and Treasurer
Date: July 22, 1988
PROTECTIVE INSURANCE COMPANY
- ----------------------------
By: ____________________________________
G. Patrick Corydon
Vice President (Finance)
Date: July 22, 1988
OMB Number: 3235-0145
Expires: August 31, 1991
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
USLICO CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
903297109
(CUSIP Number)
G. Patrick Corydon,
3100 North Meridian, Indianapolis, Indiana 46208 (317) 925-3501
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
May 31, 1991
(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 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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
SCHEDULE 13D
CUSIP No. 903297109 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baldwin & Lyons, Inc.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------
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) [ ]
N/A
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,069,317*
BENEFICIALLY --------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,069,317*
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,317
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
N/A
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
*Includes shares held by Protective Insurance Company
CUSIP No. 903297109 Page 3 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Protective Insurance Company
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------
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) [ ]
N/A
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
- -----------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,069,317
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ---------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,069,317
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,069,317
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
N/A
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 5 Pages
This Amendment No. 2 to the Schedule 13D filed on May 16, 1988 by Baldwin
& Lyons, Inc. and Protective Insurance Company, both Indiana corporations, with
respect to their holdings in the Common Stock of USLICO, amends Item 4 of the
Schedule 13D.
Item 4. Purpose of Transaction.
----------------------
Item 4 of the Schedule 13D is hereby amended supplementally as follows:
Baldwin & Lyons and Protective Insurance Company have determined to
sell their holdings of the common stock of USLICO. Depending on
price conditions and other factors, the sales may occur at one time
or from time to time and may be made in the open market or in
privately negotiated transactions.
SIGNATURES
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.
BALDWIN & LYONS, INC.
- ---------------------
By: __________________________________
John C. Aldin
Chairman of the Board and
Chief Executive Officer
Date: May 31, 1991
PROTECTIVE INSURANCE COMPANY
- ----------------------------
By: __________________________________
John C. Aldin
Chairman of the Board and
Chief Executive Officer
Date: May 31, 1991
OMB APPROVAL
OMB Number: 3235-0145
Expires: August 31, 1991
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
USLICO CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
903297109
(CUSIP Number)
G. Patrick Corydon
1099 North Meridian, Indianapolis, IN 46204 (317)636-9800
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
December 14, 1992
(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 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: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
SCHEDULE 13D
CUSIP No. 903297109 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baldwin & Lyons, Inc.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
N/A
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
- -----------------------------------------------------------------
7 SOLE VOTING POWER
*914,419
NUMBERS OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH *914, 419
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
914,419
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ]
N/A
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
BC
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
*Shares held by wholly owned subsidiary Protective Insurance
Company (see page 3 of 5).
SCHEDULE 13D
CUSIP No. 903297109 Page 3 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Protective Insurance Company
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) [ ]
N/A
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
- -----------------------------------------------------------------
7 SOLE VOTING POWER
914,419
NUMBER OF ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 914, 419
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
914,419
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ]
N/A
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IC
- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 903297109 Page 4 of 5 Pages
This Amendment No. 3 to the Schedule 13D filed on May 16, 1988 by Baldwin &
Lyons, Inc. and Protective Insurance Company, both Indiana corporations, with
respect to their holdings in the common stock of USLICO, amends Item 5 of the
Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Schedule 13D is hereby amended supplementally as follows:
(a) Baldwin & Lyons beneficially owns 914,419 shares, representing
approximately 8.5% of the Common Stock outstanding. Protective, Baldwin &
Lyons' wholly-owned subsidiary, owns directly all of the 914,419 shares
discussed above, which includes 850,462 shares of the Common Stock and
$2,005,000 par value of 8% convertible subordinated debentures of USLICO,
convertible into 63,957 shares at a conversion price of $31.35 per share.
(b) Baldwin & Lyons, through Protective, has the sole power to vote or direct
the vote and the sole power to dispose of or direct the disposition of the
914,419 shares it beneficially owns.
(c) The following sales have been made within the past sixty (60) days
through broker-assisted transactions in the open market: (1) On December 14,
1992, Protective sold 94,5000 shares at a price per share of $18.25, exclusive
of commissions. (2) On January 15, 1993, Protective sold 11,000 shares at a
price per share of $19.25, exclusive of commissions.
SIGNATURES
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.
BALDWIN & LYONS, INC.
- ---------------------
By:____________________________
G. Patrick Corydon
Vice President, Finance
Date: January 18, 1993
PROTECTIVE INSURANCE COMPANY
- -----------------------------
By:____________________________
G. Patrick Corydon
Vice President, Finance
Date: January 18, 1993
