-----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, YRys6FLBDFtNldVnJ8sEg0E0rHEj8YWTz4T1E053bmVWcWw2Bs0a7uxHN1ORuku6 quYDPeXyBR9CtYqIl6P5lQ== 0000893220-95-000058.txt : 19950213 0000893220-95-000058.hdr.sgml : 19950213 ACCESSION NUMBER: 0000893220-95-000058 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950210 SROS: NONE GROUP MEMBERS: GENERAL ACCIDENT CORP OF AMERICA GROUP MEMBERS: GENERAL ACCIDENT INSURANCE COMPANY OF AMERICA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED FIRE & CASUALTY CO CENTRAL INDEX KEY: 0000101199 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 420644327 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03291 FILM NUMBER: 95508660 BUSINESS ADDRESS: STREET 1: 118 SECOND AVE SE CITY: CEDAR RAPIDS STATE: IA ZIP: 52407 BUSINESS PHONE: 3193995700 MAIL ADDRESS: STREET 1: P O BOX 73909 CITY: CEDAR RAPIDS STATE: IA ZIP: 52407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ACCIDENT CORP OF AMERICA CENTRAL INDEX KEY: 0000937594 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232265285 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 436 WALNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19105 BUSINESS PHONE: 2156251000 MAIL ADDRESS: STREET 2: 436 WALNUT ST CITY: PHILADELPHIA STATE: PA ZIP: 19105 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D UNITED FIRE & CASULTY 1 OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 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. 1 )* ------- UNITED FIRE & CASUALTY COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $3.33 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 910331107 ------------------------------------------------------- (CUSIP Number) Randall E. Dyen, Esquire, Senior Vice President, Secretary and General Counsel General Accident Insurance Company of America 436 Walnut Street, Philadelphia, Pennsylvania 19105 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 6, 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). 2 SCHEDULE 13D CUSIP No. 910331107 Page 2 of 13 Pages ------------------- ----- ------ ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Accident Corporation of America EIN 23-2265285 ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) / / (b) / / ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL 5 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware ------------------------------------------------------------------------------ SOLE VOTING POWER NUMBER 7 OF ------------------------------------------------------ SHARES SHARED VOTING POWER 8 BENEFICIALLY 1,178,080 OWNED BY ------------------------------------------------------ SOLE DISPOSITIVE POWER EACH 9 REPORTING ------------------------------------------------------ PERSON SHARED DISPOSITIVE POWER 10 WITH 1,178,080 ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 11 1,178,080 ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 24.5% ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 HC ------------------------------------------------------------------------------ * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7 3 SCHEDULE 13D CUSIP No. 91033107 Page 3 of 13 Pages --------------- ----- ------ - ------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Accident Insurance Company of America EIN 23-1502700 - ------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a)/ / (b)/ / - ------------------------------------------------------------------------------- SEC USE ONLY 3 - ------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL 5 PROCEEDINGS IS REQUIRED PURSUANT / / TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Pennsylvania - ------------------------------------------------------------------------------- SOLE VOTING POWER NUMBER 7 OF -------------------------------------------------- SHARES SHARED VOTING POWER 8 BENEFICIALLY 1,178,800 -------------------------------------------------- OWNED BY SOLE DISPOSITIVE POWER EACH 9 REPORTING -------------------------------------------------- PERSON SHARED DISPOSITIVE POWER 10 WITH 1,178,080 - ------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 11 1,178,080 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 24.5% - ------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IC - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7 4 Page 4 of 13 pages This filing constitutes Amendment No. 1 to a Schedule 13D filed by the General Accident Corporation of America and dated January 15, 1988 (the "Original Filing"). This filing amends and, as amended, restates, the Original Filing. Subsequent to the Original Filing, the Issuer split its shares 3-for-2. All share numbers and share prices in this filing are reflected as though such split had occurred prior to the Original Filing. Item 1. Security and Issuer. This statement relates to Common Stock, $3.33 1/3 par value per share, of United Fire & Casualty Company (the "Issuer"). The address of the principal executive offices of the issuer is 118 Second Avenue S.E., Cedar Rapids, Iowa 52407. Item 2. Identity and Background. This Amendment No. 1 is filed by General Accident Corporation of America, a Delaware corporation ("GACA") and General Accident Insurance Company of America ("GAICA"), a Pennsylvania casualty insurer. GACA owns all of the issued and outstanding voting securities of GAICA. GACA is a holding company for GAICA. GAICA issues property and casualty insurance in markets throughout the United States. The principal place of business of both GACA and GAICA is 436 Walnut Street, Philadelphia, Pennsylvania 19105. All of the issued and outstanding voting securities of GACA are owned by Scottish Insurance Corporation, p.l.c., a United Kingdom business corporation ("SIC"). All of the issued and outstanding voting securities of SIC, except for directors' qualifying shares, are owned by General Accident Fire & Life Assurance Corporation, p.l.c., a United Kingdom casualty and life insurer ("GAFLAC"). All of the issued and outstanding shares of capital stock of GAFLAC are owned by General Accident plc, a Scottish public company ("GAplc"). GAplc is the ultimate parent corporation of a world-wide group whose principal activities are the transaction of insurance business of all classes, other than the industrial life business, and the provision of financial services. GAplc has over 35,000 holders of its equity securities. The voting securities of GAplc are traded on the International Stock Exchange in London, England. The address of the principal place of business of SIC, GAFLAC, and GAplc Pitheavlis, Perth, Scotland PH2 ONH. The name and business address and citizenship address of each executive officer and director of GACA, GAICA, SIC, GAFLAC, and GAplc is as follows: 5 Page 5 of 13 pages
RELATIONSHIP WITH GACA, GAICA, SIC, GAFLAC AND NAME AND BUSINESS OR GAplc -- PRINCIPAL RESIDENCE ADDRESS CITIZENSHIP OCCUPATION (IF DIFFERENT) -------------------- ------------ ------------------------------------------ The Rt. Hon. The Earl of U.K. Chairman of the Board, GAFLAC, and GAplc Airlie, D.L. Director, GACA and GAICA -- Lord Chamberlain David George Patrick Coke Ogilvy Lord Chamberlain Lord Chamberlain's Office St. James's Palace London, England SW1 John C. Bogle U.S. Director, GACA and GAICA -- Chairman, The The Vanguard Group of Vanguard Group of Investment Companies Investment Cos. (investment company complex) Post Office Box 2600 Valley Forge, PA 19482 Lyndon Bolton, Esquire U.K. Director, GAplc Alliance Trust, p.l.c. Managing Director, Alliance Trust, plc Meadow House (investment trust company) 64 Reform Street Dundee, England DD1 1TJ Mrs. Elizabeth L. Botting U.K. Director, GAplc Gable House Chairman, Douglas Deankin High Street Young Limited Broadway Worcestershire WR 12 7AL Robert J. Bruce U.S. Director, GAICA and GACA Widener University President, Widener University One University Place Chester, PA 19013 George A. Butler U.S. Director, GACA and GAICA -- Corestates Financial Corp. President Corestates Financial Corp. P.O. Box 7558 Philadelphia, PA 19101 Sir Anthony Cleaver U.K. Director, GAplc Shore House Chairman, IBM United Kingdom Hook Park Holdings Limited Warsash, Hauts 503 6HA
6 Page 6 of 13 pages
RELATIONSHIP WITH GACA, GAICA, SIC, GAFLAC AND NAME AND BUSINESS OR GAplc -- PRINCIPAL RESIDENCE ADDRESS CITIZENSHIP OCCUPATION (IF DIFFERENT) -------------------- ------------ ------------------------------------------ Frank J. Coyne U.S. Director GAICA and GACA -- GAICA President and Chief Operating 436 Walnut Street Officer of GAICA and GACA Philadelphia, PA 19105 Diana M. Currie U.S. Sr. Vice President GAICA GAICA and GACA 436 Walnut Street Philadelphia, PA 19105 John J. DeStefano U.S. Sr. Vice President GAICA GAICA and GACA 436 Walnut Street Philadelphia, PA 19105 John F. Doyle, Jr. U.S. Sr. Vice President GAICA GAICA and GACA 436 Walnut Street Philadelphia, PA 19105 Randall E. Dyen U.S. Sr. Vice President, General GAICA Counsel and Corporate Secretary, 436 Walnut Street GAICA and GACA Philadelphia, PA 19105 William G. Eagleson, Jr. U.S. Director GACA and GAICA -- Chairman Emeritus Retired Mellon Bank Corp. Mellon Bank Center Philadelphia, PA 19102 Walter E. Farnam U.S. Director, GAplc, GAICA Chairman, GACA and GAICA; 436 Walnut Street Chief Executive Officer Philadelphia, PA 19105 GAICA and GACA Richard H. Glanton, Esq. U.S. Director, GACA and GAICA -- Reed, Smith, Shaw & McClay Partner, Reed, Smith 2500 One Liberty Place Shaw & McClay (law firm) Philadelphia, PA 19103
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RELATIONSHIP WITH GACA, GAICA, SIC, GAFLAC AND NAME AND BUSINESS OR GAplc -- PRINCIPAL RESIDENCE ADDRESS CITIZENSHIP OCCUPATION (IF DIFFERENT) -------------------- ------------ ------------------------------------------ Sir Nicholas P. Goodison U.K. Director, GAplc Quilter Goodison Company Limited Director, Quilter Goodison Gerrard House Company Limited 31-45 Gresham Street (Securities Firm) London, England EC2V 7LH Ms. Rosemarie B. Greco U.S. Director, GACA and GAICA -- Corestates Bank President and CEO Corestates Bank Center Square West 1500 Market Street Philadelphia, PA 19102 Barrie Holder U.K. Director, GAplc, GAFLAC and SIC Greenknowe Deputy Chief Executive, Corsiehill GAFLAC and GAplc Perth, PH 2 7 BN William B. Jenkins U.S. Sr. Vice President GAICA GAICA and GACA 436 Walnut Street Philadelphia, PA 19105 Robert A. Kerr U.S. Sr. Vice President GAICA GAICA and GACA 436 Walnut Street Philadelphia, PA 19105 James L. Kichline U.S. Director GAICA and GACA Miller, Anderson & Sherrerd Partner, Miller Anderson One Tower Bridge and Sherrard West Conshohocken, PA 19428 Sir Norman Macfarlane U.K. Director, GAplc -- Chairman and Macfarlane Group Managing Director, Macfarlane (Clansman) p.l.c. Group, p.l.c. Clansman House Sutcliffe Road Glasgow, Scotland G13 1AH
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RELATIONSHIP WITH GACA, GAICA, SIC, GAFLAC AND NAME AND BUSINESS OR GAplc -- PRINCIPAL RESIDENCE ADDRESS CITIZENSHIP OCCUPATION (IF DIFFERENT) -------------------- ------------ ------------------------------------------ Laurence H. Major, Jr. U.S. Sr. Vice President GAICA GAICA and GACA 436 Walnut Street Philadelphia, PA 19105 J. Robert Malone U.S. Director, GACA and GAICA -- 570 Sea Oak Drive Retired Vero Beach, FL 32963 The Rt. Hon. The Earl U.K. Director, GAplc of Mansfield First Crown Estates William David Mungo James Commissioner and Chairman Murray Scone Palace Perth, Scotland PH 2 6BE Daniel J. McNamara, Esq. U.S. Director, GAICA and GACA Hughes, Hubbard & Reed Attorney, Hughes Hubbard and Reed One Battery Park Plaza New York, New York 10004 Sir Peter Middleton U.K. Director, GAplc Harrogate House, Flat 2 Chairman, Barclays deZoete Wedd 29 Sloane Square Limited London SW1W 8 AE George N. Morris U.S. Director, GAplc, GACA and GAICA; GAICA Vice Chairman, GAICA and GACA 436 Walnut Street Philadelphia, PA 19105 John J. Naughton U.S. Senior Vice President and GAICA Treasurer, GAICA and GACA 436 Walnut Street Philadelphia, PA 19105 John B. Neff U.S. Director, GAICA and GACA Wellington Management Managing Partner and 100 Vanguard Blvd. Sr. Vice President Wellington Malvern, PA 19355 Management
9 Page 9 of 13 pages
RELATIONSHIP WITH GACA, GAICA, SIC, GAFLAC AND NAME AND BUSINESS OR GAplc -- PRINCIPAL RESIDENCE ADDRESS CITIZENSHIP OCCUPATION (IF DIFFERENT) -------------------- ------------ ------------------------------------------ The Rt. Hon. The Lord U.K. Deputy Chairman GAplc, Nickson, KBE and GAFLAC -- Chairman of Scottish & Newcastle Clydsdale Bank Breweries, p.l.c. Abbey Brewery Holyrood Road Edinburgh, Scotland EH8 8YS The Hon. Frederick R. Noel-Paton U.K. Director, GAplc John Menzies, p.l.c. Managing Director, John Princes Street Menzie, p.l.c. (retailing) Edinburgh, Scotland EH 2 3AA William N. Robertson U.K. Chairman and Chief Exec., SIC Chief Executive Director, GAFLAC and GAplc GAFLAC Chief Exec. GAFLAC and GAplc Pitheavlis Director GAICA & GACA Perth, Scotland PH 2 OHN Robert A. Scott U.K. Director GAplc, GAFLAC and SIC Glebe House Deputy Chief Exec., Auchterarder Road GAFLAC and GAplc Dunning Perthshire PH 2 ORJ Edwin E. Tuttle U.S. Director, GACA and GAICA -- 117 S. Sacramento Retired Ventnor, NJ 08406 Richard A. Whitaker U.K. Secretary, GAFLAC, GAplc and SIC GAFLAC Pitheavlis Perth, Scotland PH2 ONH
None of the individuals or entities listed above were convicted of any crimes other than minor traffic violations during the last five years and none were or are subject to a judgment, decree or final order during the last five years enjoining future violations of, or prohibiting or mandating activities subject to, or finding any violation with respect to, federal or state securities laws. 10 Page 10 of 13 pages Item 3. Source and Amount of Funds or other Considerations. Funds for the purchases disclosed in the Original Filing aggregating $20,261,220 and funds for the purchases disclosed hereby aggregating $5,961,063.50 were derived from internally generated funds of GAICA available for investment. Item 4. Purpose of Transaction. The shares of Common Stock of the Issuer to which this filing relates have been purchased by GACA and/or GAICA for investment purposes. The reporting persons believe that the Common Stock of the Issuer represents an attractive investment opportunity at this time. Although the purchase is for investment, the continuing success of the Issuer may make further purchases, and even the ultimate acquisition of the Issuer, desirable at some future date. Except as set forth in this Item 4, neither of the reporting persons, nor, to the best of the knowledge of either of the reporting persons, any of their respective executive officers or directors, has any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As previously reported in the Original Filing, in 1987 and 1988 GACA acquired beneficial ownership of 1,027,167 shares, constituting 21.3% of the Issuer's issued and outstanding Common Stock (based upon an aggregate of 4,813,443 shares of Common Stock of the Issuer issued and outstanding on November 4, 1994, as reflected in the Issuer's Form 10-Q for the nine months ended September 30, 1994). 1,017,169.5 of such shares were covered by the letter agreement described in response to Item 6 of the Original Filing and annexed as Exhibit 1 to the Original Filing and 9997.5 of such shares were acquired in open-market purchases described in the Original Filing and listed in Item 5(c) hereof. All such shares were subsequently transferred by GACA to its wholly-owned subsidiary, GAICA. As reflected in Item 5(c), on September 6, 1994, GAICA acquired an additional 150,913 shares in a private transaction, constituting an additional 3.14% of the Issuer's issued and outstanding shares. (b) By reason of its status as the owner of record of such shares, GAICA may be deemed to have voting and dispositive power with respect to the shares of the Common Stock of the Issuer identified in Item 5(c) hereof. By reason of its status as the immediate parent company of GAICA, GACA may be deemed to share such voting and dispositive power. 11 Page 11 of 13 pages (c) GACA acquired the right to acquire 1,017,169.5 shares of Common Stock of the Issuer pursuant to the letter agreement, dated December 30, 1987, described in response to Item 6 of the Original Filing and annexed as Exhibit 1 to the Original Filing. GACA also effected the following previously-reported open-market purchases:
Date Purchased Number of Shares Price Per Share -------------- ---------------- --------------- 12-23-87 5,250 $16.583 1-12-88 4,747.5 17.917
Subsequent to the Original Filing, all of the shares referred to above in this Item 5(c) were transferred by GACA to GAICA. On September 6, 1994, GAICA acquired 150,913 shares of the Issuer in a private transaction at $39.50 per share. (d) No person other than those entities identified in Item 2 hereof has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Issuer described in response to Item 5(c) hereof. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. GACA executed a letter agreement dated December 30, 1987 (the "Agreement"), with Reliance Insurance Company ("Reliance"), pursuant to which GACA agreed to purchase 1,017,169.5 shares of Common Stock of the Issuer from Reliance at a price of $19.75 per share, or an aggregate purchase price of $20,089,097.63. The Agreement was included in the Original Filing as Exhibit 1 thereto and the description below is qualified in its entirety by reference to the Agreement. In addition to the terms of the Agreement described below, the Agreement contained other provisions normally found in agreements of this type. The Agreement provided for completion of the purchase provided for therein on February 18, 1988, or, if earlier, the fifth business day after all of the conditions of Reliance and GACA set forth therein had been satisfied or waived. GACA had the right to extend such date until up to April 3, 1988 upon the payment of additional consideration. 12 Page 12 of 13 pages Completion of the purchase provided for by the Agreement was subject to the conditions therein set forth, including but not limited to (a) expiration of the waiting period under Section 7A of the Clayton Act (the "HSR Act"), and (b) either (i) acceptance by the Iowa Department of Insurance (the "Iowa Department") of GACA's disclaimer of control, or (ii) approval by the Iowa Department of the purchase provided for by the Agreement. GACA made a filing under the HSR Act on January 4, 1988. On January 5, 1988, the Iowa Department issued an order permitting GACA to acquire and maintain ownership of up to 20.1% of each class of voting securities of the Issuer now or hereafter outstanding. On January 26, 1988, the HSR Act waiting period was terminated. The purchase was completed on February 1, 1988. Section 7(d) of the Agreement provided that in the event that, on or prior to December 30, 1989, GACA, or any affiliate thereof, acquired or agreed to acquire, shares of Common Stock of the Issuer at a price in excess of $19.75 per share in connection with, or at a time when there had been proposed (and not withdrawn), any merger or consolidation of the Issuer with or into another corporation or entity, or any other extraordinary transaction therein set forth, then GACA would have been required to pay Reliance additional consideration for the shares of Common Stock to be purchased pursuant to the Agreement as provided therein. Item 7. Material to be Filed as Exhibits. None. 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. GENERAL ACCIDENT CORPORATION OF AMERICA By: /s/ GEORGE N. MORRIS ------------------------ February 10, 1995 George N. Morris Vice Chairman 13 Page 13 of 13 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. GENERAL ACCIDENT INSURANCE COMPANY OF AMERICA By: /s/ GEORGE N. MORRIS ------------------------ February 10, 1995 George N. Morris Vice Chairman -----END PRIVACY-ENHANCED MESSAGE-----