UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
Kingstone Companies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
496719105
(CUSIP Number)
September 27, 2022
(Date of Event Which Requires Filing of this Statement)
Gregory Fortunoff
49 West 37th Street, New York, NY 10018
Copy to:
David Selengut, Esq.
Ellenoff Grossman & Schole LLP.
1345 Sixth Avenue, 11th Floor
New York, New York 10017
(212) 370-1300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
CUSIP No. 496719105
| 1. | NAMES OF REPORTING PERSONS
Gregory Fortunoff |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
###-##-#### | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY
|
| 4. | SOURCE OF FUNDS*
PF |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF OWNED
BY WITH |
7. | SOLE VOTING POWER
379,826 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
379,826 | |
| 10. | SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
379,826 |
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.56% |
| 14. | TYPE OF REPORTING PERSON
IN |
2
Item 1. Security and Issuer.
| (a) | Name of Issuer |
Kingstone Companies, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
15 Joys Lane,
Kingston, New York 12401
Item 2. Identity and Background.
| (a) | Name of Person Filing |
This schedule is filed on behalf of Gregory Fortunoff.
| (b) | Address of Principal Business Office or, if None, Residence |
49 West 37th Street
New York, NY 10018
| (c) | Citizenship |
United States
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
496719105
Item 3. Source and Amount of Funds or Other Consideration.
Personal funds.
Item 4. Purpose of Transaction.
On September 27, 2022, Mr. Gregory Fortunoff submitted a letter to the Directors of the Issuer. This letter is appended hereto as Exhibit 1.
Except as set forth above, the reporting persons have no present plans or proposals which relate to or would result in:
| (a) | The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
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| (e) | Any material change in the present capitalization or dividend policy of the issuer; |
| (f) | Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; |
| (g) | Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (h) | A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
| (i) | Any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer.
The information required by Items 4(a)-(c), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for the Reporting Person and is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits:
| Exhibit
Number |
Description | |
| 1 | Letter dated September 27, 2022 from Mr. Greg Fortunoff to the Directors of the Issuer. |
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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: September 28, 2022
| /s/ Gregory Fortunoff | |
| Gregory Fortunoff |
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EXHIBIT 1
Gregory Fortunoff
25 Montrose Court
Roslyn, NY 11576
(917) 699-0860
September 27, 2022
VIA FEDERAL EXPRESS
Board of Directors
Kingstone Companies, Inc.
15 Joys Lane
Kingston, NY 12401
Attention: Barry B. Goldstein, Chairman of the Board
Re: Current Despicable Situation
Ladies and Gentlemen,
As you all know, we have been critical of the Management and the Board of Directors of the Kingstone Companies over the last year. We continue to stand by our previous comments and complaints. We feel that they are all even more valid today than they were when we wrote them originally.
Management and the Board have sat idle since March of this year, after hiring a banker. You have done nothing, that we know of, to improve the value of our company. You have a “non-binding” bid from a viable buyer that has sat out there since May with no movement, other than to extend the exclusive position of the buyer. You have allowed this “non-binding” exclusive buyer to keep you from speaking with other potential buyers in order to maximize shareholder value. You have dragged this process on as the stock price continues to drift lower and the leverage for the buyer has only improved. This “non-binding offer” and exclusive arrangement should have had a deadline and this type of offer should not keep the company from speaking with other suitors. Either the bid is sound and creates value for shareholders, or it does not. Either way, the Board should decide forthwith and share this decision with all shareholders.
As far as shareholders know, because you have no respect for us and have decided to remain silent, you have made no progress in securing the thirty-million-dollar replacement money for the bonds that are coming due, while interest rates soar. Management and the Board knew this bond was due at the end of the year and should have secured this money long before rates spiked or at least after it was obvious that rates were going higher. Barry mentioned on the last call that this money was being secured. However, we have heard nothing, while the anxiety level grows as to the real ability of the company to get this money and then the question is, at what interest rate? Management and the Board are hiding behind “ongoing takeover discussions” to communicate as little as possible with regular shareholders. There is no reason why we cannot be kept up to date on important events other than the possible deal.
Aside from the obvious downgrade in value of our bond portfolio, due to the increase in interest rates, the operating performance of the company has been awful and continues to push the book value lower. There have been no major weather events and all of the talk about Kingstone 2.0 and higher rates etc. have done nothing to improve the bottom line. You continue to pay a dividend to make Barry happy as he likes the payment, while losing money and being downgraded by a rating agency. Your lack of ability to make decisions that are in the best interests of all shareholders is ongoing and bordering on negligence. We have seen nothing since our ownership of KINS to say that the Management or the Board care one bit about the performance of the equity of the company. Barry, his daughter and the Board continue to take precious money out of our company. We have seen no gesture from the Board to take all stock instead of cash as compensation, nothing from Barry to cut his salary in these tough times, and nothing from the company to say that they understand what they are going through and they will do whatever is needed to survive.
The recent vote in the proxy statement that showed over 30% of the votes cast withholding their votes for the Board of Directors proves that shareholders are fed up with this puppet Board. The number of votes withheld is a clear sign that there is a lack of confidence in this Board and that you should start to think as a common shareholder and not just think about Barry Goldstein, his salary, his dividend and his new extended contract. You should all be embarrassed to see the number of votes cast against you. If nothing else, this should be a clear sign that your days are numbered and your failure to act in the best interests of shareholders will end soon.
We are putting Management and the Board on notice with this letter that we will not allow this type of disrespect and negligence to continue without consequences. We are reviewing all of our options with our counsel, and will not hesitate to act if the Board does not stand up and do what is best for all shareholders. We demand that the Board address our issues, convey the current status of all outstanding items to shareholders in a public forum and move in a deliberate and expeditious manner to secure the integrity and value of our company.
We look forward to your quick response to this letter,
Sincerely,
| /s/ Gregory Fortunoff |
Gregory Fortunoff