-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TSa5b5m1BRtOpro0qjSuQCTQxjxjUC/ma6bp7KlFV/UliswMhKheRCgkoBGIXFGe AIb1lJlk8g0B0byEPJ02iQ== 0000909518-96-000253.txt : 19960809 0000909518-96-000253.hdr.sgml : 19960809 ACCESSION NUMBER: 0000909518-96-000253 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960808 SROS: NASD GROUP MEMBERS: 330 MAD. PARENT CORP. GROUP MEMBERS: BALDWIN ENTERPRISES, INC. GROUP MEMBERS: BELLPET, INC. GROUP MEMBERS: EMPIRE INSURANCE COMPANY GROUP MEMBERS: LEUCADIA NATIONAL CORP GROUP MEMBERS: PHLCORP,INC. GROUP MEMBERS: THE SPERRY AND HUTCHINSON COMPANY, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLCITY INSURANCE CO /NY/ CENTRAL INDEX KEY: 0000003642 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132530665 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18525 FILM NUMBER: 96605713 BUSINESS ADDRESS: STREET 1: 122 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2123873000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEUCADIA NATIONAL CORP CENTRAL INDEX KEY: 0000096223 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132615557 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 315 PARK AVE S CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2124601900 FORMER COMPANY: FORMER CONFORMED NAME: TALCOTT NATIONAL CORP DATE OF NAME CHANGE: 19800603 SC 13D/A 1 AMENDMENT NO.3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------- (Amendment No. 3) Allcity Insurance Company - -------------------------------------------------------------------------- (Name of Issuer) Common Shares, $1 par value 016752107 - ----------------------------------- ----------------------------------- (Title of class of securities) (CUSIP number) Stephen E. Jacobs, Esq. Weil, Gotshal & Manges 767 Fifth Avenue New York, NY 10153 (212) 310-8000 - -------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) July 17, 1996 - -------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with 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: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. CUSIP No. 016752107 13D 1 NAME OF REPORTING PERSON: Leucadia National Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF New York ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 6,356,008 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 6,356,008 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 6,356,008 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 89.8% 14 TYPE OF REPORTING PERSON: CO CUSIP No. 016752107 13D 1 NAME OF REPORTING PERSON: Phlcorp, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Pennsylvania ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 6,356,008 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 6,356,008 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 6,356,008 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 89.8% 14 TYPE OF REPORTING PERSON: CO CUSIP No. 016752107 13D 1 NAME OF REPORTING PERSON: 330 MAD. PARENT CORP. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Delaware ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 6,356,008 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 6,356,008 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 6,356,008 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 89.8% 14 TYPE OF REPORTING PERSON: CO CUSIP No. 016752107 13D 1 NAME OF REPORTING PERSON: The Sperry and Hutchinson Company, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF New Jersey ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 6,356,008 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 6,356,008 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 6,356,008 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 89.8% 14 TYPE OF REPORTING PERSON: CO CUSIP No. 016752107 13D 1 NAME OF REPORTING PERSON: Baldwin Enterprises, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 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 ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Colorado ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 368,607 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 368,607 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 368,607 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 5.2% 14 TYPE OF REPORTING PERSON: CO CUSIP No. 016752107 13D 1 NAME OF REPORTING PERSON: Bellpet, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF Delaware ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 5,987,401 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 5,987,401 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 5,987,401 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 84.6% 14 TYPE OF REPORTING PERSON: CO CUSIP No. 016752107 13D 1 NAME OF REPORTING PERSON: Empire Insurance Company S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): 6 CITIZENSHIP OR PLACE OF New York ORGANIZATION: NUMBER OF 7 SOLE VOTING POWER: 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER: 5,987,401 OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE 5,987,401 POWER: 11 AGGREGATE AMOUNT BENEFICIALLY 5,987,401 OWNED BY REPORTING PERSON: 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_] EXCLUDES CERTAIN SHARES: 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 84.6% 14 TYPE OF REPORTING PERSON: CO This Statement constitutes Amendment No. 3 to the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission by Phlcorp, Inc. ("Phlcorp"), and its subsidiaries, Empire Insurance Company, BELLPET, Inc. and The Sperry and Hutchinson Company, Inc. with respect to the Common Stock, par value $1.00 per share, of Allcity Insurance Company (the "Company"). This Statement also constitutes the initial filing on Schedule 13D with respect to the Commission by other subsidiaries of Phlcorp, 330 MAD. PARENT CORP. and Baldwin Enterprises, Inc., and by Phlcorp's parent, Leucadia National Corporation. This Amendment No. 3 is the first amendment to the Schedule 13D since the Company became an EDGAR filer. Accordingly, this Amendment No. 3 restates, in pertinent part, the Schedule 13D as follows: Item 1. Security and Issuer. ------------------- This Statement relates to the common stock, par value $1.00 (the "Common Stock"), of Allcity Insurance Company (the "Company"). The address of the principal executive office of the Company is 122 Fifth Avenue, New York, New York 10011. This Schedule 13D is being filed by Leucadia National Corporation ("Leucadia"), and its subsidiaries, Phlcorp, Inc. ("Phlcorp"), 330 MAD. PARENT CORP. ("330 Mad. Parent"), The Sperry and Hutchinson Company, Inc. ("S&H"), Baldwin Enterprises, Inc. ("BEI"), BELLPET, Inc. ("Bellpet") and Empire Insurance Company ("Empire") (collectively, the "Controlling Entities"). Item 2. Identity and Background. ----------------------- (a)-(c) Empire is a New York corporation. The address of its principal office is 122 Fifth Avenue, New York, New York 10011. Empire's principal business is property and casualty insurance. All of the outstanding common shares of Empire are owned indirectly by Leucadia through subsidiaries. Bellpet is a Delaware corporation. The address of its principal office is c/o Organizational Services, 501 Silverside Road, Suite 47, Wilmington, Delaware 19810. Bellpet is engaged in making investments for its own account. All of Bellpet's outstanding shares of common stock are owned by BEI. BEI is a Colorado corporation. The address of its principal office is 529 East South Temple, Salt Lake City, Utah 84102. BEI is engaged in making investments for its own account. All of the outstanding shares of common stock of BEI are owned by S&H. S&H is a New Jersey corporation. The address of its principal office is 315 Park Avenue South, New York, New York 10010. S&H's principal business is the trading stamps business. All of the outstanding shares of common stock are owned by 330 Mad. Parent. 330 Mad. Parent is a Delaware corporation. The address of its principal office is 501 Silverside Road, Suite 47, Wilmington, Delaware 19807. 330 Mad. Parent is engaged in making investments for its own account. All of the outstanding shares of common stock of 330 Mad. Parent are owned by Phlcorp. Phlcorp is a Pennsylvania corporation. The address of its principal office is 399 Market Street, Philadelphia, Pennsylvania 19181. Phlcorp is a holding company for subsidiaries primarily engaged in the insurance business. All of Phlcorp's outstanding shares of common stock are owned by Leucadia. Leucadia is a New York corporation. The address of its principal office is 315 Park Avenue South, New York, New York 10010. Leucadia is a diversified financial services holding company principally engaged in personal and commercial lines of property and casualty insurance, life and health insurance, banking and lending and manufacturing business. Approximately 33.5% of the outstanding common shares of Leucadia is beneficially owned (directly and through family members) by Ian M. Cumming, Chairman of the Board of Directors of Leucadia, and by Joseph S. Steinberg, a director and President of Leucadia (excluding 1.9% of the common shares of Leucadia beneficially owned by two trusts for the benefit of Mr. Steinberg's minor children, as to which Mr. Steinberg disclaims beneficial ownership). Private charitable foundations independently established by each of Messrs. Cumming and Steinberg beneficially own approximately .5% and .3%, respectively, of the outstanding common shares of Leucadia (excluding shares which each foundation has the right to acquire upon conversion of Leucadia convertible subordinated debentures). Mr. Cumming and Mr. Steinberg each disclaim beneficial ownership of the common shares of Leucadia held by their respective private charitable foundation. The following information with respect to each executive officer and director of the Controlling Entities is set forth in Appendix A: (i) name, (ii) business address, (iii) principal occupation or employment and (iv) name of any corporation or other organization in which such employment is conducted, together with the principal business and address of any such corporation or organization other than the Controlling Entities for which such information is set forth above. (d)-(f) During the last five years, none of the Controlling Entities and, to their knowledge, none of the other persons identified pursuant to Paragraphs (a) through (c) of this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the knowledge of the Controlling Entities, each of the individuals identified pursuant to Paragraphs (a) through (c) is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- In January 1994, S&H contributed all of the 292,157 shares of Common Stock held by it to its wholly owned subsidiary, BEI. The total amount of funds used by S&H to purchase such shares of Common Stock was $1,674,474.21 (including brokerage commissions). The purchase price for such shares of Common Stock was derived from S&H's working capital. The total amount of funds used by BEI to purchase the 76,450 shares directly acquired by it was approximately $629,406 (including brokerage commissions). The purchase price for such shares of Common Stock was derived from BEI's working capital. Item 4. Purpose of the Transaction. -------------------------- BEI has acquired the Common Stock that it directly owns to increase its equity position in the Company. Subject to and depending upon availability at prices deemed favorable by Leucadia, Leucadia, directly or through its subsidiaires, may purchase additional Common Stock from time to time in the open market, in privately negotiated transactions with third parties or otherwise. As stated above, Leucadia may consider increasing its ownership of Common Stock above current levels by proposing a merger or other business combination or otherwise, in which event its involvement may be through or together with entities in which it has an interest. Except as set forth above, Leucadia has no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) As of July 17, 1996, the Controlling Entities beneficially owned the following shares of Common Stock: (i) Empire is the direct owner of 5,987,401 shares of Common Stock. The 5,987,401 shares represent approximately 84.6% of the 7,078,625 outstanding shares of Common Stock. (ii) By virtue of its ownership of certain of the shares of common stock of Empire, Bellpet is for the purposes of this Schedule 13D, a beneficial owner of all of the shares of Common Stock beneficially owned by Empire. (iii) BEI is the direct owner of 368,607 shares of Common Stock. The 368,607 shares represent approximately 5.2% of the 7,078,625 outstanding shares of Common Stock. By virtue of its ownership of all of the common stock of Bellpet, BEI is for the purposes of this Schedule 13D, a beneficial owner of all of the shares of Common Stock beneficially owned by Bellpet. (iv) By virtue of its ownership of all of the outstanding shares of BEI, S&H is for purposes of this Schedule 13D, a beneficial owner of all of the shares of Common Stock beneficially owned by BEI. (v) By virtue of its ownership of all of the outstanding shares of S&H, 330 Mad. Parent is for purposes of this Schedule 13D, a beneficial owner of all of the shares of Common Stock beneficially owned by S&H. (vi) By virtue of its ownership of all of the outstanding shares of 330 Mad. Parent, Phlcorp is for purposes of this Schedule 13D, a beneficial owner of all of the shares of Common Stock beneficially owned by 330 Mad. Parent. (vii) By virtue of its ownership of all of the outstanding shares of Phlcorp, Leucadia is for purposes of this Schedule 13D, a beneficial owner of all of the shares of Common Stock beneficially owned by Phlcorp. (c) On July 17, 1996, BEI purchased 25,150 shares of Common Stock in the open market at $7.375 per share (including brokerage commissions). Except as set forth in this Paragraph (c) of Item 5, none of the persons identified pursuant to Item 2 above has effected any transactions in shares of Common Stock during the past sixty days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------- There are no contracts, arrangements, understandings or relationships with respect to any securities of the Company (i) among the Controlling Entities and, to the best of their knowledge, any of the other persons identified pursuant to Item 2 above and (ii) between (a) the Controlling Entities and, to the best of their knowledge, any of the persons identified pursuant to Item 2 above and (b) any other person, other than the agreement filed herewith as Exhibit 1. Item 7. Material to be Filed as Exhibits. -------------------------------- 1. Agreement among the Controlling Entities with respect to the filing of this Schedule 13D. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: August 8, 1996 LEUCADIA NATIONAL CORPORATION By: /s/ Mark Hornstein ---------------------- Mark Hornstein Vice President SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: August 8, 1996 PHLCORP, INC. By: /s/ Mark Hornstein ---------------------- Mark Hornstein Vice President SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: August 8, 1996 330 MAD. PARENT CORP. By: /s/ Corinne Maki ---------------------- Corinne Maki Vice President SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: August 8, 1996 THE SPERRY AND HUTCHINSON COMPANY, INC. By: /s/John P. Hetherington ------------------------ John P. Hetherington Vice President SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: August 8, 1996 BALDWIN ENTERPRISES, INC. By: /s/Mark Hornstein ---------------------- Mark Hornstein Vice President SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: August 8, 1996 BELLPET, INC. By: /s/Corinne Maki ---------------------- Corinne Maki Vice President SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: August 8, 1996 EMPIRE INSURANCE COMPANY By: /s/Frances M. Colalucci ---------------------- Frances M. Colalucci Vice President APPENDIX A Set forth below are the name, business address, present principal occupation or employment and material occupations or employments of each director and executive officer of Leucadia National Corporation ("Leucadia"), Phlcorp, Inc. ("Phlcorp"), 330 MAD. PARENT CORP. ("300 Mad. Parent"), The Sperry and Hutchinson Company, Inc. ("S&H"), Baldwin Enterprises, Inc. ("BEI"), Bellpet, Inc. ("Bellpet") and Empire Insurance Company ("Empire"). To the knowledge of the controlling entities, each person listed below is a United States Citizen. Unless otherwise indicated, the business address of each person named below is c/o Leucadia National Corporation, 315 Park Avenue South, New York, New York 10010. For purposes of this schedule, Leucadia is "(a)", Phlcorp is "(b)", 330 Mad. Parent is "(c)", S&H is "(d)", BEI is "(e)", Bellpet is "(f)" and Empire is "(g)". Principal Name and Business Director- Occupation Address ships Offices or Employment ------- ----- ------- ------------- Ian M. Cumming (a)(d)(e) Chairman Chairman of Leucadia National (g) of the the Board of Corporation Board of (a) 529 East South Temple (a) and Salt Lake City, UT 84102 (e) Joseph S. Steinberg (a)(d)(e) President President of (g) of (a) and (a) (e) Lawrence D. Glaubinger (a) -- Chairman of Stern & Stern the Board of Industries, Inc. Stern & Stern 708 Third Avenue Industries, New York, NY Inc. (a manufacturer and seller of textiles); President of Lawrence Economic Consulting Inc. (a management consulting firm) Principal Name and Business Director- Occupation Address ships Offices or Employment ------- ----- ------- ------------- James E. Jordan, Jr. (a) -- President of The Jordan Company William Penn 9 West 57th Street Corporation New York, NY (the owner of an investment advisor to a mutual fund); Consultant to The Jordan Company (a partnership of which a subsidiary of (a) is a partner, engaged in investment banking and consulting activities) Jesse Clyde Nichols, III (a) -- President of Nichols Industries, Inc. Nichols 5001 E. 59th St. Industries, Kansas City, MO 64130 Inc. (a holding company for manufacturing and construction subsidiaries) Paul M. Dougan (a) -- Secretary and Equity Oil Company manager of 10 West 300 South corporate Salt Lake City, UT development of Equity Oil Company (a company engaged in oil and gas exploration and production) Thomas E. Mara (g) Executive Executive Vice Vice President President of of (a), (a) Vice- President of (g) Joseph A. Orlando (b) Vice Vice President President and and Chief Chief Financial Financial Officer of Officer of (a), Vice (a) President and Treasurer of (b) Principal Name and Business Director- Occupation Address ships Offices or Employment ------- ----- ------- ------------- Ruth Klindtworth -- Secretary Secretary and and Vice Vice President- President- Corporate Corporate Administra Administrator tor of of (a) (a), (b), (d), and (e) Mark Hornstein (b) Vice Vice President President of of (a), (a) (b) and (e) Paul J. Borden -- Vice Vice President President of of (a), (a) Vice President and Treasurer of (e) Joseph Sartin -- Vice Accountant of President (a) of (b) Barbara Lowenthal -- Vice Vice President President and and Comptroller Comptroller of (a) of (a) Jane Goldman -- Vice Assistant President Comptroller of (b) of (a) Patricia Wood -- Vice President of Leucadia Financial President Leucadia Corporation of (d) Financial 529 East South Temple Corporation Salt Lake City, UT 84102 ("LFC"), a wholly owned subsidiary of (a) Corinne A. Maki -- Vice Accountant of Leucadia Financial President, LFC Corporation Secretary 529 East South Temple and Salt Lake City, UT 84102 Comptroller of (c) and (f) Linda Delaney (c)(f) Chairman, Chairman of 330 MAD. PARENT CORP. President the Board, 501 Silverside Road, and President and Suite 47 Treasurer Treasurer of Wilmington, DE 19807 of (c) and (c) (f) Principal Name and Business Director- Occupation Address ships Offices or Employment ------- ----- ------- ------------- Joel Berlin (d) Chairman Chairman and The Sperry and and Chief Chief Hutchinson Company, Inc. Executive Executive 315 Park Avenue South Officer of Officer of New York, NY 10010 (d), (d) Senior Vice President of (g) Kenneth L. Berke (d) President President and The Sperry and and Chief Chief Hutchinson Company, Inc. Operating Operating 315 Park Avenue South Officer of Officer of New York, NY 10010 (d) (d) John P. Hetherington -- Vice Vice The Sperry and President- President- Hutchinson Company, Inc. Operations Operations 315 Park Avenue South and and New York, NY 10010 Distribution Distribution of (d) of (d) Principal Name and Business Director- Occupation Address ships Offices or Employment ------- ----- ------- ------------- Gary J. Wilson -- Vice Vice The Sperry and President- President- Hutchinson Company, Inc. Sales of Sales of (d) 315 Park Avenue South (d) New York, NY 10010 Richard G. Petitt (b)(c)(f) Vice Chairman of Empire Insurance Company (g) President the Board, 122 Fifth Avenue of (a), President and New York, NY 10011 President Chief of (b), Executive Chairman, Officer of President (g) and Chief Executive Officer of (g) Larry Frakes (g) Senior Senior Vice Empire Insurance Company Vice President of 122 Fifth Avenue President (g) New York, NY 10011 of (g) Thomas A. Daffron -- Senior Senior Vice Empire Insurance Company Vice President of 122 Fifth Avenue President (g) New York, NY 10011 of (g) Francis M. Colalucci (g) Senior Senior Vice Empire Insurance Company Vice President, 122 Fifth Avenue President, Chief New York, NY 10011 Chief Financial Financial Officer and Officer Treasurer of and (g) Treasurer of (g) Linda Philipps -- Senior Senior Empire Insurance Company Vice Vice 122 Fifth Avenue President, President, New York, NY 10011 Data Data Processing Processing of of (g) (g) Bruce Osterman -- Vice Vice Empire Insurance Company President, President, 122 Fifth Avenue Comptroller Comptroller New York, NY 10011 of (g) of (g) Jay Ellenberg -- Vice Vice Empire Insurance Company President President of 122 Fifth Avenue of (g) (g) New York, NY 10011 Emilio Miret -- Vice Vice Empire Insurance Company President- President- 122 Fifth Avenue Production Production of New York, NY 10011 of (g) (g) Alexis Berg -- Secretary Vice Colonial Penn Life of (g) President, Insurnace Company General 399 Market Street Counsel of Philadelphia, PA 19181 Colonial Penn Life Insurance, a wholly owned subsidiary of (b) ("CPLI") Principal Name and Business Director- Occupation Address ships Offices or Employment ------- ----- ------- ------------- Oliver L. Patrell (c)(f)(g) -- Director of (g) 1 Town Landing Road Old Lyme, CT 06371 Timothy C. Sentner (c)(f) -- Senior Vice Colonial Penn Life President and Insurance Company Treasurer of 399 Market Street CPLI Philadelphia, PA 19181 Stephen T. List (c)(f) -- Senior Vice Colonial Penn Insurance President and Company Chief 2650 Audubon Road Financial Norristown, PA 19403 Officer of Colonial Penn Insurance Company, a wholly owned subsidiary of (b) ("CPI") Martin B. Bernstein (g) -- President of Ponderosa Fibres of Ponderosa America, Inc. Fibres of 370 Seventh Avenue America, New York, NY 10001 Inc., a manufacturer Louis V. Siracusano (g) -- Attorney, McKenna, Siracusano & McKenna, Fehringer Siracusano & 360 Atlantic Avenue Fehringer East Rockaway, NY 11518 Daniel G. Stewart (g) -- Actuary, 115 Lake Road self-employed Short Hills, NJ 07078 Lucius Theus (g) -- Consultant, self- 4520 Stony River Drive employed Bloomfield Hills, MI 48301 Helen W. Vogel (g) -- Teacher and 18 Wynmor Road lecturer Scarsdale, NY 10583 Harry H. Wise (g) -- President of Kent & Sewall Kent & Sewall Corporation Corporation 150 E. 58th Street, 37th Fl. New York, NY 10155 Henry H. Wulsin (g) -- President of Colonial Penn Insurance CPI Company 2650 Audubon Road Norristown, PA 19403 NYFS04...:\30\76830\0001\1980\APP7226M.320 EXHIBIT INDEX Exhibit No. Document Page ----------- -------- ---- 1 Agreement among the Controlling Entities with respect to the filing of this Schedule 13D. NYFS04...:\30\76830\0001\1980\SCH2156L.57A EX-1 2 EXHIBIT 1 EXHIBIT 1 AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of common shares of Allcity Insurance Company is being filed on behalf of each of the entities named below. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: August 8, 1996 LEUCADIA NATIONAL CORPORATION PHLCORP, INC. By: /s/Mark Hornstein By: /s/Mark Hornstein ---------------------- ---------------------- EMPIRE INSURANCE COMPANY BELLPET, INC. By: /s/Frances M. Colalucci By: /s/Corinne Ann Maki ------------------------- ---------------------- BALDWIN ENTERPRISES, INC. THE SPERRY AND HUTCHINSON COMPANY, INC. By: /s/Mark Hornstein ---------------------- By: /s/John P. Hetherington ------------------------ 330 MAD. PARENT CORP. By: /s/Corinne Ann Maki ---------------------- NYFS04...:\30\76830\0001\1980\EXH7266K.510 -----END PRIVACY-ENHANCED MESSAGE-----