-----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, M5bfuEsSD1ZHr3iAXk+adIgcRl0j7IRM3vLTsr45SBZZa/Xv4MgmHfuYaqZMFWNJ 0pCx8XnGIl/q5+pEVDGC2Q== 0000950123-97-009197.txt : 19971107 0000950123-97-009197.hdr.sgml : 19971107 ACCESSION NUMBER: 0000950123-97-009197 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971106 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICH CORP /DE/ CENTRAL INDEX KEY: 0000049588 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 436069928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-20379 FILM NUMBER: 97709441 BUSINESS ADDRESS: STREET 1: 9404 GENESEE AVE CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 2149547111 MAIL ADDRESS: STREET 1: P.O. BOX 2699 STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75221 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHWESTERN LIFE CORP DATE OF NAME CHANGE: 19940808 FORMER COMPANY: FORMER CONFORMED NAME: ICH CORP DATE OF NAME CHANGE: 19930506 FORMER COMPANY: FORMER CONFORMED NAME: ICH CORP/CONSOL NAT/RTS/CFR/MOD AMER LIFE INS/SW LIFE INS/CF DATE OF NAME CHANGE: 19930505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLER LLOYD I III CENTRAL INDEX KEY: 0000949119 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4650 GORDON DRIVE CITY: NAPLES STATE: FL ZIP: 33940 BUSINESS PHONE: 9412628577 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) I.C.H. Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 44926L300 ------------------------------------------------------ (CUSIP Number) Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida 34102 941-262-8577 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 5, 1997 ------------------------------------------------------ (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 / /. 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 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. 44926L300 Page -2- of 5 - -------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyd I. Miller, III ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00** - -------------------------------------------------------------------------------- 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 7 SOLE VOTING POWER SHARES 141,582*** BENEFICIALLY ------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 104,298*** REPORTING ------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 141,582*** ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 104,298*** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 245,880 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN-IA** - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** See response to Item 3, herein. *** See response to Item 5(b), herein. 3 -3- of 5 The purpose of this Amendment No. 2 is to amend the previously amended Schedule 13D filed by Lloyd I. Miller, III ("Miller") in connection with the Common Stock, $0.01 par value per share (the "Shares"), of I.C.H. Corporation, a Delaware corporation (the "Company") to report that since Miller's previous Schedule 13D filing, Miller has purchased additional Shares. Items 3, 4 and 5 are amended and restated in their entirety as follows. Item 3. Source and Amount of Funds or Other Considerations -------------------------------------------------- Miller is the Investment Adviser to Trust A-1, Trust A-3, Trust A-4 and Trust C (the "Trusts"). Trust A-1, Trust A-3, and Trust A-4, were created pursuant to a Declaratory Judgment, signed by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate Division, Hamilton County, Ohio, on October 27, 1992, pursuant to which Trust A was split into four separate trusts (Trust A-2 is not relevant for the purpose of this filing). Trust A and Trust C were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the "Trust Agreement"). Miller was named as advisor to PNC Bank, Ohio, N.A. (formerly The Central Trust Company, N.A., Cincinnati, Ohio), the Trustee named in the Trust Agreement. Such appointment became effective on April 22, 1990, the date of death of Lloyd I. Miller, the Grantor of Trust A and Trust C. All of the Notes purchased by Miller as Investment Adviser to the Trusts were purchased by funds generated and held by the Trusts. The total purchase price for the Shares was $6,525.00 for Trust A-1, $66,806.70 for Trust A-3 and $217,476.87 for Trust A-4 and $69,713.50 for Trust C. Miller is the manager of Milfam LLC, an Ohio limited liability company established pursuant to the Operating Agreement of Milfam LLC (the "Operating Agreement"), dated as of December 10, 1996. Milfam LLC is the managing general partner of Milfam I, L.P., a Georgia limited partnership established on December 11, 1996. All of the Notes purchased by Miller on behalf of Milfam I, L.P. were purchased with money contributed to Milfam I, L.P. by its partners, or money generated and held by Milfam I, L.P. The total purchase price for the Shares was $521,533.08 for Milfam I, LP. The Company emerged from Chapter 11 bankruptcy on February 19, 1997 (the "Effective Date"), pursuant to a plan of reorganization confirmed on February 7, 1997 (the "Plan"). 15,000 shares of the "old" Preferred Stock were purchased by Trust A-1 prior to February 17, 1997 and, pursuant to the Plan, were subsequently exchanged for 3,000 Shares currently held by Trust A-1. 10,290 of the "old" Preferred Stock were purchased by Trust A-3 prior to February 17, 1997 and, pursuant to the Plan, were subsequently exchanged for 2,058 Shares currently held by Trust A-3. 350,000 shares of the "old" Common Stock were purchased by Trust A-3 prior to February 17, 1997 and, pursuant to the Plan, were subsequently exchanged for 9,415 Shares currently held by Trust A-3. Item 4. Purpose of the Transaction -------------------------- Miller may from time to time use his beneficial ownership of the 245,880 Shares to influence management of the Company going forward. Miller may use a variety of means to express his views to management, including, seeking to nominate himself or others to the Company's board of directors. From time to time, Miller may acquire additional Shares or dispose of all or some of the Shares which he benefically owns. Other than the above, Miler has no specific plan or proposal which relates to, or could result in, any of the matters referred to in Paragraphs (a) through (j), inclusive of Item 4 of the Schedule 13D. Item 5. Interest in Securities of the Issuer ------------------------------------ (a) Miller beneficially owns 245,880 Shares (8.8% of the outstanding Shares based on 2,793,550 Shares outstanding pursuant to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997) pursuant to the Trust Agreement, with respect to the Shares held of record by the Trusts and pursuant to the Partnership Agreement and the Operating Agreement, with respect to the Shares held of record by Milfam I, L.P. As of the date hereof, 3,000 Shares are owned of record by Trust A-1; 16,100 Shares are owned of record by Trust A-3; 64,798 Shares are owned of record by Trust A-4; and 20,400 Shares are owned by Trust C; and 141,582 Shares are owned of record by Milfam I, L.P. 4 -4- of 5 (b) Miller has shared voting power and shared dispositive power for all such Shares held of record by the Trusts and sole voting power and sole dispositive power for all such Shares held of record by Milfam I, L.P. (c) The following tables detail the purchases by Trust A-4, Trust C and Milfam I, L.P. effected since the last filing. Trust A-1 and Trust A-3 did not purchase any Shares during such period. All of the transactions were open market transactions.
--------------------------------------------------------------------------------------- Trust A-4 --------------------------------------------------------------------------------------- Date of Transaction Number of Shares Price Per Share ($) --------------------------------------------------------------------------------------- 10/28/97 2,000 3.155 --------------------------------------------------------------------------------------- 10/31/97 2,300 3.4798 --------------------------------------------------------------------------------------- 11/6/97 3,700 3.375 ---------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------- Trust C --------------------------------------------------------------------------------------- Date of Transaction Number of Shares Price Per Share ($) --------------------------------------------------------------------------------------- 10/23/97 8,900 3.515 --------------------------------------------------------------------------------------- 10/27/97 3,500 3.517 --------------------------------------------------------------------------------------- 10/27/97 8,000 3.265 ---------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------- MILFAM I, LP --------------------------------------------------------------------------------------- Date of Transaction Number of Shares Price Per Share ($) --------------------------------------------------------------------------------------- 11/5/97 6,400 3.515 ---------------------------------------------------------------------------------------
(d) Milfam I, L.P. has the right to receive dividends from and proceeds of the sale of 141,582 Shares; Trust A-1 has the right to receive dividends from and proceeds of the sale of 3,000 Shares; Trust A-3 has the right to receive dividends from and proceeds of the sale of 16,100 Shares; and Trust A-4 has the right to receive dividends from and proceeds of the sale of 64,798 Shares; Trust C has the right to receive dividends from and proceeds of the sale of 20,400 Shares. Neither Milfam I, L.P. nor the Trusts have the right to direct such dividends or proceeds or own 5% or more of the outstanding Shares. 5 -5- of 5 After reasonable inquiry and to the best knowledge and belief of the undersigned, I certify that the information set forth in this statement is true, complete and correct. Dated: November 6, 1997 By: /s/ Lloyd I. Miller, III ------------------------ Lloyd I. Miller, III -----END PRIVACY-ENHANCED MESSAGE-----