-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CB2Qwray8yJ7PiwYI23wnUfDazNzgHd9yGtjdvXFAbMedTHHrGnJpCIlC+ySEIQR wcTDvXwaFTtWf1tkKAiWPQ== 0000898431-94-000051.txt : 19941130 0000898431-94-000051.hdr.sgml : 19941130 ACCESSION NUMBER: 0000898431-94-000051 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941129 SROS: NYSE GROUP MEMBERS: ACCEPTANCE INSURANCE COMPANIES INC GROUP MEMBERS: INVESTOR INTERNATIONAL (U.S.), INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACCEPTANCE INSURANCE COMPANIES INC CENTRAL INDEX KEY: 0000074783 STANDARD INDUSTRIAL CLASSIFICATION: 6199 IRS NUMBER: 310742926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-19421 FILM NUMBER: 94562379 BUSINESS ADDRESS: STREET 1: 222 S 15TH ST STREET 2: STE 600 N CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4023448800 FORMER COMPANY: FORMER CONFORMED NAME: STONERIDGE RESOURCES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ORANGE CO INC DATE OF NAME CHANGE: 19870506 FORMER COMPANY: FORMER CONFORMED NAME: NFF CORP DATE OF NAME CHANGE: 19730919 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACCEPTANCE INSURANCE COMPANIES INC CENTRAL INDEX KEY: 0000074783 STANDARD INDUSTRIAL CLASSIFICATION: 6199 IRS NUMBER: 310742926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 222 S 15TH ST STREET 2: STE 600 N CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4023448800 FORMER COMPANY: FORMER CONFORMED NAME: STONERIDGE RESOURCES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ORANGE CO INC DATE OF NAME CHANGE: 19870506 FORMER COMPANY: FORMER CONFORMED NAME: NFF CORP DATE OF NAME CHANGE: 19730919 SC 13D 1 Page 1 of 19 pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) ACCEPTANCE INSURANCE COMPANIES INC. ----------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.40 per share ----------------------------------------------------------------- (Title of Class of Securities) 004308-10-2 ----------------------------------- (CUSIP Number) Sanford B. Ferguson, Esq., Kirkpatrick & Lockhart, 1500 Oliver Building, Pittsburgh, PA 15222 (412) 355-6500 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 10, 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 this statement [ ]. 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. Schedule 13D (Amendment No. 9) CUSIP No. 004308-10-2 Page 2 of 19 pages ---------------------------------------------------------------- 1. NAME OF REPORTING PERSON Investor International (U.S.), Inc. ------------------------------------ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-349-4581 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS NA -- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------- NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 530,126 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 530,126 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 530,126 ------- 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 -- Schedule 13D (Amendment No. 9) CUSIP No. 004308-10-2 Page 3 of 19 pages ----------------------------------------------------------------- 1. NAME OF REPORTING PERSON Investor International AB ------------------------- 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 NA -- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Sweden ------ NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 530,126 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 530,126 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 530,126 ------- 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 -- Schedule 13D (Amendment No. 9) CUSIP No. 004308-10-2 Page 4 of 19 pages ----------------------------------------------------------------- 1. NAME OF REPORTING PERSON Patricia AB ----------- 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 NA -- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Sweden ------ NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 530,126 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 530,126 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 530,126 ------- 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 -- Schedule 13D (Amendment No. 9) CUSIP No. 004308-10-2 Page 5 of 19 pages ----------------------------------------------------------------- 1. NAME OF REPORTING PERSON Investor AB ----------- 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 NA -- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Sweden ------ NUMBER OF 7. SOLE VOTING POWER 0 SHARES BENEFICIALLY 8. SHARED VOTING POWER 530,126 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 530,126 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 530,126 ------- 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 -- SCHEDULE 13D, Amendment No. 9 CUSIP NO. 004308-10-2 Page 6 of 19 pages The Statement on Schedule 13D, as heretofore amended, is hereby further amended as follows: Item 2 of the Schedule 13D is restated in its entirety as follows: ITEM 2. IDENTITY AND BACKGROUND. The names and addresses of the persons filing this Schedule are as follows: Investor International (U.S.), Inc. ("IIUS") (formerly known as Patricia Investments, Inc.), a Delaware corporation, whose address is 15 West 54th Street, New York, New York 10019 and which is engaged in the business of buying and selling securities for its own account; Investor International AB ("IIAB"), a Swedish corporation, whose address is S-10332, Stockholm, Sweden and which is engaged in the business of long- term holding of equity securities; Patricia AB ("Patricia"), a Swedish corporation, whose address is S-10332, Stockholm, Sweden and which is engaged in the business of equity trading; and Investor AB ("Investor AB"), a publicly-held Swedish corporation, whose address is S-10332, Stockholm, Sweden and which is engaged in the business of the long-term holding of equity securities. All of the issued and outstanding common stock of IIUS is owned by IIAB. All of the issued and outstanding common stock of IIAB is owned by Patricia. All of the issued and outstanding common stock of Patricia is owned by Investor AB. For purposes of this statement, IIUS, IIAB, Patricia and Investor AB shall be referred to collectively as the "Filing Persons". None of the Filing Persons has, during the last five years, been (i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Filing Person was 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. SCHEDULE 13D, Amendment No. 9 CUSIP NO. 004308-10-2 Page 7 of 19 pages Certain information concerning the officers and directors of each of the Filing Persons is set forth on Annex I hereto. Item 4 of the Schedule 13D is restated in its entirety as set forth below: ITEM 4. PURPOSE OF THE TRANSACTION. The Filing Persons have sold 177,500 Rights Offering Warrants since November 1, 1994 at different times and at different prices in open market transactions. The persons making this filing may at any time determine to realize on their remaining investment in the shares of Common Stock, Rights Offering Warrants and Noteholder Warrants through the sale of all or a portion of their shares of Common Stock and Noteholder Warrants. Except as described in this Item 4, the Filing Persons have no present plans or proposals to effect one or more of the transactions enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Filing Persons reserve the right in the future to adopt such plans or proposals, subject to applicable regulatory requirements, if any. Item 5 of the Schedule 13D is restated in its entirety as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close on business on November 22, 1994, IIUS owned beneficially (i) 504,750 shares of Common Stock of the Company, (ii) 10,000 Rights Offering Warrants, and (iii) 15,376 Noteholder Warrants to acquire shares of Common Stock. The shares of Common Stock owned by IIUS or which IIUS has a right to acquire upon exercise of the Rights Offering Warrants or the Noteholder Warrants held by IIUS represent approximately 5.2% of the outstanding Common Stock of the Company. Under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), and the rules and regulations thereunder, as a result of the stock ownership relationships described in Item 2 of this Schedule, IIAB, Patricia and Investor AB may be deemed to beneficially own the 530,126 shares of Common Stock of the Company beneficially owned by IIUS over which they share, or may be deemed to share, the power to dispose SCHEDULE 13D, Amendment No. 9 CUSIP NO. 004308-10-2 Page 8 of 19 pages of and vote such shares. However, the filing of this Schedule 13D shall not be construed as an admission that for the purposes of Section 13(d) of the Act, or otherwise, the Filing Persons are a "person" as defined by Section 13(d)(3) of the Act. (b) IIUS, and by reason of the stock ownership relationships described in Item 2 of this Schedule 13D, IIAB, Patricia and Investor AB may be deemed to have shared power to vote or to direct the vote, and to dispose or direct the disposition of the 530,126 shares of Common Stock of the Company beneficially owned by them. (c) In the sixty days prior to the date of this Schedule 13D, Amendment No. 9, IIUS sold 177,500 Rights Offering Warrants of the Company. With respect to each transaction during such period, the date, number of warrants, the selling price per warrant (including commissions) and the manner in which the transaction was effected are set forth in Annex II hereto. Item 7 of the Schedule 13D is amended by adding thereto the following: ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 2(g) Power of Attorney of IIAB Exhibit 2(h) Power of Attorney of Patricia Exhibit 2(i) Power of Attorney of Investor AB Annex I to the Schedule 13D is restated in its entirety as set forth in Annex I hereto. SCHEDULE 13D, Amendment No. 9 CUSIP NO. 004308-10-2 Page 9 of 19 pages 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. November 29, 1994 Investor International (U.S.), Inc. By: /s/ Fredrik Nilert _______________________________ Fredrik Nilert Vice President and Chief Operating Officer Investor International AB Patricia AB Investor AB as to each By: /s/ Fredrik Nilert _______________________________ Fredrik Nilert Attorney-in-Fact SCHEDULE 13D, Amendment No. 9 CUSIP NO. 004308-10-2 Page 10 of 19 pages ANNEX I The following is a list of the executive officers and directors of IIUS: Present Principal Occupation Name and Position and Business Address _________________ ____________________________ Peder Bonde Chairman of IIAB (Vice Chairman) One Farragut Square South Suite 602 Washington, D.C. 20006 Claes Dahlback President of Investor AB (Director and S-10332 Chairman) Stockholm, Sweden Elbridge T. Gerry, Jr. Partner of Brown Brothers (Director and Harriman Co. Secretary) 59 Wall Street New York, New York 10005 Anders Rydin Chief Financial Officer of (Director, President Investor AB, and Chief Executive S-10332 Officer) Stockholm, Sweden Fredrik Nilert Vice President and Chief Operating (Vice President and Chief Officer of IIUS Operating Officer) 15 West 54th Street New York, New York 10019 Messrs. Bonde, Dahlback and Rydin are citizens of Sweden. Messrs. Gerry and Nilert are citizens of the United States. A-1 SCHEDULE 13D, Amendment No. 9 CUSIP NO. 004308-10-2 Page 11 of 19 pages The following is a list of the executive officers and directors of Patricia: Present Principal Occupation Name and Position and Business Address _________________ _____________________________ Claes Dahlback President of Investor AB, (Director and Chairman) S-10332, Stockholm, Sweden Anders Rydin Chief Financial Officer of (Director and President) Investor AB, S-10332, Stockholm, Sweden Marcus Wallenberg Executive Vice President of (Director) Investor AB, S-10332, Stockholm, Sweden All of the above named individuals are citizens of Sweden. A-2 SCHEDULE 13D, Amendment No. 9 CUSIP NO. 004308-10-2 Page 12 of 19 pages The following is a list of the executive officers and directors of IIAB: Present Principal Occupation Name and Position and Business Address _________________ ____________________________ Peder Bonde Chairman of IIAB (Director and One Farragut Square South Chairman) Suite 602 Washington, D.C. 20016 Claes Dahlback President of Investor AB, (Director) S-10332, Stockholm, Sweden Anders Rydin Chief Financial Officer of (Director and President) Investor AB, S-10332, Stockholm, Sweden Marcus Wallenberg Executive Vice President of (Director) Investor AB, S-10332, Stockholm, Sweden All of the above named individuals are citizens of Sweden. A-3 SCHEDULE 13D, Amendment No. 9 CUSIP NO. 004308-10-2 Page 13 of 19 pages The following is a list of the executive officers and directors of Investor AB: Present Principal Occupation Name and Position and Business Address _________________ ____________________________ Percy Barnevik President and Chief Executive (Director) Officer of ABB Asea Brown Boveri Ltd. (electric power generation and transmission equipment) Affoltern Strasse 44, CH-8050, Zurich, Switzerland Erik Belfrage Senior Vice President of (Deputy Director) Skandinaviska Enskilda Banken, Box 16067, S-10322, Stockholm, Sweden Bo Berggren Chairman, Stora Kopparbergs (Director) Bergslags AB (forest products and paper company), S-79180, Falun, Sweden Jan Carlzon Jan Carlzon Management AB Box 7395, (Director) S-10391, Stockholm, Sweden Claes Dahlback President of Investor AB, (Director S-10332, Stockholm, and President) Sweden Hakan Mogren President and Chief Executive (Director) Officer of AB Astra (pharmaceutical company), S-152 85 Sodertalje, Sweden A-4 SCHEDULE 13D, Amendment No. 9 CUSIP NO. 004308-10-2 Page 14 of 19 pages Present Principal Occupation Name and Position and Business Address _________________ ____________________________ Mauritz Sahlin President and Chief Executive (Director) Officer of Aktiebolaget SKF (manufacturer of bearings), S-415 50 Goteborg, Sweden Anders Scharp Chairman and Chief Executive (Director) Officer of AB Electrolux (appliance manufacturer), Lilla Essingen, S-10545, Stockholm, Sweden Tom Wachtmeister Vice Chairman of Atlas Copco AB (Director) (manufacturer of compressors and mining equipment), S-10332, Stockholm, Sweden Marcus Wallenberg Executive Vice President of (Director and Executive Investor AB, Vice President) S-10332, Stockholm, Sweden Peter Wallenberg Chairman of Investor AB, (Director and S-10332, Stockholm, Sweden Chairman) All of the above named individuals are citizens of Sweden. A-5 SCHEDULE 13D, Amendment No. 9 CUSIP NO. 004308-10-2 Page 15 of 19 pages None of the foregoing officers and directors of any of the Filing Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such individual 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. A-6 SCHEDULE 13D, Amendment No. 9 CUSIP NO. 004308-10-2 Page 16 of 19 pages Annex II Certain information as to the sales of Rights Offering Warrants of the Company by IIUS in the sixty days prior to the date of this Schedule 13D, Amendment No. 9, is set forth below: Number of Rights Average Price Date Offering Warrants Per Warrant ____ _________________ _____________ November 7, 1994 11,400 $5.33 November 8, 1994 60,700 $5.04 November 9, 1994 20,000 $4.63 November 10, 1994 85,400 $3.66 Each of these transactions was effected on the New York Stock Exchange. A-7 Page 17 of 19 pages POWER OF ATTORNEY _________________ KNOWN ALL MEN BY THESE PRESENTS, that Investor International AB constitutes and appoints FREDRIK NILERT, its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign any and all Schedules (including, without limitation, Schedules 13D), Statements and Reports which the undersigned may be required to file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. INVESTOR INTERNATIONAL AB By: /s/ Claes Dahlback __________________________ Title: Director and President _______________________ Dated: November 22, 1994 Exhibit 2(g) Page 18 of 19 pages POWER OF ATTORNEY _________________ KNOWN ALL MEN BY THESE PRESENTS, that Patricia AB constitutes and appoints FREDRIK NILERT, its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign any and all Schedules (including, without limitation, Schedules 13D), Statements and Reports which the undersigned may be required to file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. PATRICIA AB By: /s/ Anders Rydin __________________________ Title: Director and President _______________________ Dated: November 22, 1994 Exhibit 2(h) Page 19 of 19 pages POWER OF ATTORNEY _________________ KNOWN ALL MEN BY THESE PRESENTS, that Investor AB constitutes and appoints FREDRIK NILERT, its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign any and all Schedules (including, without limitation, Schedules 13D), Statements and Reports which the undersigned may be required to file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. INVESTOR AB By: /s/ Anders Rydin __________________________ Title: Director and President _______________________ Dated: November 22, 1994 Exhibit 2(i) -----END PRIVACY-ENHANCED MESSAGE-----