<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
--------
Highlands Insurance Group, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
431032101
-----------------
(CUSIP Number)
December 31, 1998 - Amendment pursuant to Rule 13d-2(b)
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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> 2
- ------------------------ -------------------------------
CUSIP NO. 431032101 13G Page 1 of 3 Pages
-------- -------
- ------------------------ -------------------------------
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Partners Asset Management, L.P.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
5 SOLE VOTING POWER
-0- shares
--------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 631,500 shares
OWNED BY
EACH --------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWERREPORTING
PERSON
WITH -0- shares
--------------------------------------------------
8 SHARED DISPOSITIVE POWER
631,500 shares
- ---------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,500 shares
- ---------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*
Not applicable
- ---------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
- ---------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
IA
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
- ------------------------ ---------------------------------
CUSIP NO. 431032101 13G Page 2 of 3 Pages
--------- --------
- ------------------------ ---------------------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Partners, Inc.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0- shares
-----------------------------------------------------
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 631,500 shares
EACH -----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0- shares
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
631,500 shares
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,500 shares
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*
Not applicable
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
- ------------------------ ---------------------------------
CUSIP NO. 431032101 13G Page 3 of 3 Pages
-------- --------
- ------------------------ ---------------------------------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Desmond John Heathwood
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
5 SOLE VOTING POWER
-0- shares
-----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 631,500 shares
OWNED BY -----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- shares
WITH
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
631,500 shares
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,500 shares
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*
Not applicable
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
Item 1(a). Name of Issuer: Highlands Insurance Group, Inc. (the
"Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
1000 Lenox Drive, Lawrenceville, New Jersey 08648
Item 2(a). Names of Persons Filing: Boston Partners Asset Management,
L.P. ("BPAM"), Boston Partners, Inc. ("Boston Partners"), and
Desmond John Heathwood. BPAM, Boston Partners, and Mr.
Heathwood are sometimes referred to collectively herein as the
"Reporting Persons."
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of BPAM, Boston
Partners, and Mr. Heathwood is 28 State Street, 20th Floor,
Boston, MA 02109.
Item 2(c). Citizenship: BPAM is a Delaware limited partnership. Boston
Partners is a Delaware corporation. Mr. Heathwood is a United
States citizen.
Item 2(d). Title of Class of Securities: Common Stock, $.01 par value
("Common Stock").
Item 2(e). CUSIP Number: 431032101
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under
section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6)
of the Act (15 U.S.C. 78c).
(c) [ ] Insurance Company as defined in
section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment Company registered under
section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) [ X ] An investment adviser in accordance
with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or
endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control
person in accordance with Rule
13d-1(b)(1)(ii)(G);
<PAGE> 6
(h) [ ] A savings association as defined in
section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from
the definition of an investment
company under section 3(c)(14) of
the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially Owned: Each of the Reporting Persons may
be deemed to own beneficially 631,500 shares of Common Stock
at December 31, 1998. BPAM owns of record 631,500 shares of
Common Stock. As sole general partner of BPAM, Boston Partners
may be deemed to own beneficially all of the shares of Common
Stock that BPAM may be deemed to own beneficially. As
principal stockholder of Boston Partners, Mr. Heathwood may be
deemed to own beneficially all of the Common Stock that Boston
Partners may be deemed to own beneficially. Therefore, each of
the Reporting Persons may be deemed to own beneficially
631,500 shares of Common Stock of the Issuer.
(b) Percent of Class: 4.9% for all Reporting Persons. The
foregoing percentage is calculated based on the 12,944,926
shares of Common Stock reported to be outstanding on September
30, 1998 as reported on the Form 10-Q for the quarter ended
September 30, 1998.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares
for all Reporting Persons.
(ii) shared power to vote or to direct the vote: 631,500
shares for all Reporting Persons.
(iii) sole power to dispose or to direct the disposition of:
0 shares for all Reporting Persons.
(iv) shared power to dispose or to direct the disposition
of: 631,500 shares for all Reporting Persons.
Pursuant to Rule 13d-4, each of Boston Partners and Mr.
Heathwood expressly disclaims beneficial ownership of any
shares of Common Stock of the Issuer.
Item 5. Ownership of Five Percent or Less of a Class.
<PAGE> 7
If this statement is being filed to report that as of the date
hereof the Reporting Persons have ceased to be the beneficial
owners of more than five percent of the Common Stock of the
Issuer, check the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
BPAM holds all of the above 631,500 shares under management
for its clients, who have the right to direct the receipt of
dividends, to receive dividends from such shares and to
receive the proceeds from the sale of such shares. None of
these clients holds more than five percent of the Common Stock
of the Issuer.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable. BPAM, Boston Partners and Mr. Heathwood
expressly disclaim membership in a "group" as defined in Rule
13d-5(b)(1).
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below we certify that, to the best of our knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as participant in any transaction having
that purpose or effect.
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct. We also hereby agree to file this statement jointly pursuant to
the agreement set forth as Exhibit 1 hereto.
Dated: February 12, 1999
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.,
its general partner
By: /s/ William J. Kelly
--------------------
William J. Kelly
Treasurer and Senior Vice President
BOSTON PARTNERS, INC.
By: /s/ William J. Kelly
--------------------
William J. Kelly
Treasurer and Senior Vice President
/s/ William J. Kelly
- --------------------
Desmond John Heathwood
by: William J. Kelly
Attorney-in-Fact*
* Signed pursuant to a Power of Attorney executed by Desmond John
Heathwood, a copy of which is filed herewith.
<PAGE> 9
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the
ownership by each of the undersigned of shares of Common Stock of Highlands
Insurance Group, Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED this 12th day of February, 1999.
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.
its general partner
By: /s/ William J. Kelly
--------------------
William J. Kelly
Treasurer and Senior Vice President
BOSTON PARTNERS, INC.
By: /s/ William J. Kelly
--------------------
William J. Kelly
Treasurer and Senior Vice President
/s/ William J. Kelly
- --------------------
Desmond John Heathwood
by: William J. Kelly
Attorney-in-Fact*
* Signed pursuant to a Power of Attorney executed by Desmond John
Heathwood, a copy of which is filed herewith.
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Desmond John
Heathwood, hereby constitutes and appoints William J. Kelly and Mary Ann
Iudice his true and lawful attorneys-in-fact and agents, for him and in his
name, place and stead, to sign any Schedule 13G or Schedule 13D relating to
beneficial ownership and changes in beneficial ownership of equity securities
of the companies set forth on Exhibit A hereto (each, a "Company" and,
collectively, the "Companies"), and any amendment thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the U.S. Securities and Exchange Commission, and submit copies thereof to
any securities exchange or automated quotation system and to the applicable
Company, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof. This power-of-attorney shall expire at such time as the undersigned
ceases to be subject to filing requirements under Section 13(d) and/or 13(g)
under the Securities and Exchange Act of 1934, as amended, with respect to the
Companies.
/s/ Desmond J. Heathwood
------------------------
Desmond John Heathwood
Dated: February 9, 1998
<PAGE> 2
EXHIBIT A
Companies Subject to Power of Attorney
Dated as of February 9, 1998
American General Hospitality Corporation
Bank Plus Corporation
Calpine Corporation
Chris-Craft Industries, Inc.
Golden State Bancorp, Inc.
Mid-America Apartment Communities, Inc.
Public Service Company of New Mexico
RFS Hotel Investors, Inc.
Security-Connecticut Corporation
Shopko Stores, Inc.
SLM Holding Corporation
The Vanguard Group, Gemini II Inc. (closed end fund)
Wang Laboratories, Inc.
Allmerica Financial Corporation
BJ's Wholesale Club, Inc.
Bowne & Co., Inc.
Caltec Net Lease Realty, Inc.
Chiquita Brands International, Inc.
Equity Inns, Inc.
Harcourt General, Inc.
Highlands Insurance Group, Inc.
Horace Mann Educators Corporation
IPC Holdings, Ltd.
Long Island Lighting Company
Moog, Inc.
National Presto Industries, Inc.
PFF Bancorp, Inc.
WMS Industries Inc.
Woolworth Corporation
