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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 318457-10-8 | Page 2 of 8 | |||||
1. | Name of Reporting Person: Gerald J. Ford, individually and as the sole trustee and sole grantor of Turtle Creek Revocable Trust |
I.R.S. Identification Nos. of above persons (entities
only): |
||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): PF |
|||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: United States |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 13,712,854 | |||||
8. | Shared Voting
Power: 1,960,365 | |||||
9. | Sole Dispositive
Power: 13,712,854 | |||||
10. | Shared Dispositive
Power: 1,960,365 | |||||
11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 15,673,219 |
|||||
12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
|||||
13. | Percent of Class Represented by
Amount in Row (11): 33.57%(1) | |||||
14. | Type of Reporting Person (See
Instructions): IN | |||||
1 | Based on 46,681,438 shares outstanding as of November 11, 2004, as reported in the First Acceptance Corporation Form 10-Q filed November 12, 2004. |
CUSIP No. 318457-10-8 | Page 3 of 8 | |||||
1. | Name of Reporting Person: Hunter's Glen/Ford, Ltd. |
I.R.S. Identification Nos. of above persons (entities
only): |
||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): WC |
|||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: Texas |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 0 | |||||
8. | Shared Voting
Power: 13,712,854 | |||||
9. | Sole Dispositive
Power: 0 | |||||
10. | Shared Dispositive
Power: 13,712,854 | |||||
11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 13,712,854 |
|||||
12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
|||||
13. | Percent of Class Represented by
Amount in Row (11): 29.38%(1) | |||||
14. | Type of Reporting Person (See
Instructions): PN | |||||
1 | Based on 46,681,438 shares outstanding as of November 11, 2004, as reported in the First Acceptance Corporation Form 10-Q filed November 12, 2004. |
CUSIP No. 318457-10-8 | Page 4 of 8 | |||||
1. | Name of Reporting Person: Ford Diamond Corporation |
I.R.S. Identification Nos. of above persons (entities
only): |
||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): WC |
|||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: Texas |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 0 | |||||
8. | Shared Voting
Power: 13,712,854 | |||||
9. | Sole Dispositive
Power: 0 | |||||
10. | Shared Dispositive
Power: 13,712,854 | |||||
11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 13,712,854 |
|||||
12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
|||||
13. | Percent of Class Represented by
Amount in Row (11): 29.38%(1) | |||||
14. | Type of Reporting Person (See
Instructions): CO | |||||
1 | Based on 46,681,438 shares outstanding as of November 11, 2004, as reported in the First Acceptance Corporation Form 10-Q filed November 12, 2004. |
CUSIP No. 318457-10-8 | Page 5 of 8 | |||||
1. | Name of Reporting Person: Jeremy B. Ford |
I.R.S. Identification Nos. of above persons (entities
only): |
||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
(a) | þ | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Source of Funds (See Instructions): PF |
|||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
6. | Citizenship or Place of Organization: United States |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
7. | Sole Voting Power: 0 | |||||
8. | Shared Voting
Power: 1,960,365 | |||||
9. | Sole Dispositive
Power: 0 | |||||
10. | Shared Dispositive
Power: 1,960,365 | |||||
11. | Aggregate Amount Beneficially
Owned by Each Reporting Person: 1,960,365 |
|||||
12. | Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): o |
|||||
13. | Percent of Class Represented by
Amount in Row (11): 4.20%(1) | |||||
14. | Type of Reporting Person (See
Instructions): IN | |||||
1 | Based on 46,681,438 shares outstanding as of November 11, 2004, as reported in the First Acceptance Corporation Form 10-Q filed November 12, 2004. |
Item 3. Source and Amount of Funds or Other Consideration. | ||||||||
Item 5. Interest in Securities of the Issuer | ||||||||
SIGNATURE |
CUSIP No. 318457-10-8 | Page 6 of 8 Pages |
This Amendment No. 6 to Schedule 13D is being filed by (i) Gerald J. Ford, as an individual and as sole trustee and sole grantor of the Turtle Creek Revocable Trust (Turtle Creek), (ii) Ford Diamond Corporation, a Texas corporation (Ford Diamond), (iii) Hunters Glen/Ford, Ltd., a Texas limited partnership (Hunters Glen), and (iv) Jeremy B. Ford to amend the Amendment No. 5 to Schedule 13D dated April 30, 2004, filed by (i) Gerald J. Ford, as an individual and as sole trustee and sole grantor of Turtle Creek, (ii) Ford Diamond, (iii) Hunters Glen and (iv) Jeremy B. Ford to amend Items 3 and 5.
On January 20, 2005, Hunters Glen made a distribution to its limited partner of 1,000,000 shares of common stock of First Acceptance Corporation (the Common Stock), which also made a distribution of 1,000,000 shares of Common Stock to Jeremy B. Ford on such date.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented to include:
On January 20, 2005, Hunters Glen made a distribution to its limited partner of 1,000,000 shares of Common Stock, which also made a distribution of 1,000,000 shares of Common Stock to Jeremy B. Ford on such date.
Item 5. Interest in Securities of the Issuer
Item 5 (a), (b) and (c) are hereby amended and restated in their entirety as follows:
(a) Because of his affiliation with Hunters Glen, Ford Diamond and Turtle Creek, Gerald J. Ford may be deemed to beneficially own 15,673,219 shares of the Companys Common Stock, which represents approximately 33.57% of the Companys outstanding Common Stock. This number includes all shares owned by Jeremy B. Ford, the son of Gerald J. Ford, which may be deemed to be beneficially owned by Gerald J. Ford and any entity affiliated with Gerald J. Ford. Because of their affiliation with Gerald J. Ford, Hunters Glen and Ford Diamond each may be deemed to beneficially own 13,712,854 shares of the Companys Common Stock, which represents approximately 29.38% of the Companys outstanding Common Stock.
Jeremy B. Ford is the beneficial owner of 1,960,365 shares of the Companys Common Stock, which represents approximately 4.20% of the Companys outstanding Common Stock.
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CUSIP No. 318457-10-8 | Page 7 of 8 Pages |
(b)
Sole Voting | Shared Voting | Sole Dispositive | Shared Dispositive | |||||||||||||
Power | Power | Power | Power | |||||||||||||
Gerald J. Ford,
individually and as the
sole trustee and sole
grantor of Turtle Creek |
13,712,854 | 1,960,365 | 13,712,854 | 1,960,365 | ||||||||||||
Hunters Glen/Ford, Ltd. |
0 | 13,712,854 | 0 | 13,712,854 | ||||||||||||
Ford Diamond Corporation |
0 | 13,712,854 | 0 | 13,712,854 | ||||||||||||
Jeremy B. Ford |
0 | 1,960,365 | 0 | 1,960,365 | ||||||||||||
(c) On January 20, 2005, Hunters Glen made a distribution to its limited partner of 1,000,000 shares of Common Stock, which also made a distribution of 1,000,000 shares of Common Stock to Jeremy B. Ford on such date.
2
CUSIP No. 318457-10-8 | Page 8 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
January 24, 2005 |
/s/ Gerald J. Ford Gerald J. Ford, as an individual and as sole trustee and sole grantor of the Turtle Creek Revocable Trust |
|
January 24, 2005 | FORD DIAMOND CORPORATION, a Texas corporation | |
By: | ||
/s/ Gerald J. Ford Name: Gerald J. Ford Title: President |
||
January 24, 2005 | HUNTERS GLEN/FORD, LTD., a Texas limited partnership | |
By: | ||
/s/ Gerald J. Ford Name: Gerald J. Ford Title: President |
||
January 24, 2005 |
/s/ Jeremy B. Ford Jeremy B. Ford |
3