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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Baldwin and Lyons, Inc.
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(Name of Issuer)
Class A Voting Stock
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(Title of Class of Securities)
57755100
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(CUSIP Number)
Joseph D. Lehrer, Esq.
2000 Equitable Building, 10 S. Broadway, St. Louis, MO (314) 241-9090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 1997
--------------------------------
(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 requried 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 5 pages
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CUSIP No. 57755100 13D Page 2 of 5 Pages
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Weil
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /XX/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF
SHARES 156,450, subject to the disclaimer in Item 5.
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON WITH ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
156,450, subject to the disclaimer in Item 5.
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,650, subject to the disclaimer contained in Item 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.63%
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14 TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 57755100 Page 3 of 5
AMENDMENT NO. 3 TO SCHEDULE 13D
The Reporting Person reported the acquisition of shares of Class A Voting
Common Stock, no par value ("Stock"), of Baldwin & Lyons, Inc. (the "Issuer") in
an initial filing of this Schedule 13D on March 28, 1985, as amended by
Amendment No. 1 filed November 22, 1985 and Amendment No. 2 filed September 15,
1987. In this regard, Item 2, Item 3, Item 4, Item 5 and Item 6 are hereby
amended as follow. All other items are unchanged from the initial filing, as
amended.
ITEM 2. Identity and Background.
(a) John D. Weil ("Reporting Person");
(b) 200 N. Broadway, Suite 825, St. Louis, Missouri 63102;
(c) Self-employed investor, 200 N. Broadway, Suite 825, St. Louis,
Missouri 63102;
(d) No;
(e) No;
(f) U.S.A.
ITEM 3. Source and Amount of Funds or Other Consideration.
All shares of Stock of the Issuer were purchased with the funds of the
owners of the shares of Stock listed in Item 5. All purchases of the shares of
Stock of the Issuer were made by purchase at prevailing market prices as quoted
on the NASDAQ National Market.
ITEM 4. Purpose of the Transaction.
The owners listed in Item 5 purchased the Stock of the Issuer for general
investment purposes. The owners listed in Item 5 may acquire additional shares
of the Stock of the Issuer, based upon their respective investment decisions.
The Reporting Person was elected to the Board of Directors of the Issuer
on June 17, 1997.
Other than as described herein above, the owners listed in Item 5 have no
present plans or proposals which relate to or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(b) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(c) any material change in the present capitalization or dividend
policy of the Issuer;
(d) any other material change in the Issuer's business or corporate
structure;
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CUSIP NO. 57755100 Page 4 of 5
(e) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(f) causing a class of securities of the Issuer to be delisted from
a national securities exchange or cease to be quoted in an
inter-dealer quotation system of a registered national
securities association;
(g) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act; or
(h) any action similar to those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a) Subject to the disclaimer of beneficial ownership hereinafter
set forth, the Reporting Person hereby reports beneficial
ownership of 307,650 shares of Stock in the manner hereinafter
described:
<TABLE>
<CAPTION>
Percentage of
Relationship to Number of Outstanding
Shares Held in Name of Reporting Person Shares Securities
---------------------- ---------------- ------ ----------
Woodbourne Partners L.P.(1) Partnership 156,450 6.42%
Controlled by
Reporting Person
<S> <C> <C> <C>
Paula K. Weil Sister 45,000 1.85%
Richard K. Weil, Jr. Brother 49,500 2.03%
Mark S. Weil Brother 45,000 1.85%
Victoria L. Weil Daughter 6,000 .25%
Gideon J. Weil Son 5,700 .23%
-------- ------
TOTAL 307,650 12.63%
======== ======
</TABLE>
The foregoing percentages assume that the Issuer has 2,436,379 shares of
Stock outstanding.
All shares of Stock held in the name of family members of the Reporting
Person are reported as beneficially owned by the Reporting Person because those
family members may seek investment advise or voting advice of the Reporting
Person. All shares of Stock held in the name of the partnership controlled by
the Reporting Person are reported as beneficially owned by the Reporting
- --------------------
(1) On November 1, 1996, all shares of Stock previously reported as
beneficially owned by the Reporting Person, members of his family (other than
Shares of Stock held by the Reporting Person's family members as reported in
Item 5 above) or family trusts were transferred to Woodbourne Partners, L.P.
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CUSIP NO. 57755100 Page 5 of 5
Person because, as the sole shareholder of the corporate general partner of such
partnership, the Reporting Person has voting and investment power with respect
to the shares of Stock owned by such partnership. Except for shares of Stock
held in the name of the partnership controlled by the Reporting Person, there is
no written document or agreement conferring the right of the Reporting Person to
acquire or dispose of the Stock or giving the Reporting Person the right to vote
such shares of Stock.
AS PROVIDED IN S.E.C. REGULATION ss.240.13d-4, THE REPORTING PERSON HEREBY
DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT HE IS,
FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE ACT, THE
BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
(b) Subject to the above disclaimer of beneficial ownership, for each
person named in paragraph (a), the number of shares of Stock as to
which there is sole power to vote or direct the vote, shared power
to vote or direct the vote, sole power to dispose or direct the
disposition, or shared power to dispose or direct the disposition,
is the same as in paragraph (a).
(c) Not Applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The Reporting Person is sole shareholder of the corporate general partner
of the partnership mentioned in Item 5. The Reporting Person is related to all
other persons mentioned in Item 5.
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/ John D. Weil
----------------------
John D. Weil
June 27, 1997
