-----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, TqBDm6pryQZDVGbkJvT5SqROunAasO+RJrWeboONawe6dkYGJgSQ+33GIVI64dkl NXavxdzXO4rEAbcYfxtAsg== 0001047469-97-001622.txt : 19971027 0001047469-97-001622.hdr.sgml : 19971027 ACCESSION NUMBER: 0001047469-97-001622 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971024 SROS: NONE GROUP MEMBERS: PHILO SMITH GROUP MEMBERS: PHILO SMITH CAPITAL CORPORATION GROUP MEMBERS: PSCO FUND LIMITED GROUP MEMBERS: PSCO PARTNERS LIMITED PARTNERSHIP GROUP MEMBERS: PSCO PARTNERS LIMITED PARTNERSHIP TWO GROUP MEMBERS: SMITH PHILO & CO INC /CT/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRIS GROUP INC CENTRAL INDEX KEY: 0000798085 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 330097221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-37241 FILM NUMBER: 97700700 BUSINESS ADDRESS: STREET 1: 650 TOWN CENTER DR STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145491600 MAIL ADDRESS: STREET 1: 650 TOWN CENTER DRIVE STREET 2: STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626-1925 FORMER COMPANY: FORMER CONFORMED NAME: US FACILITIES CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH PHILO & CO INC /CT/ CENTRAL INDEX KEY: 0001011590 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 066057725 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: MUNGER TOLLES & OLSON STREET 2: 355 SOUTH GRAND AVENUE SUITE 3500 CITY: LOS ANGELES STATE: CA ZIP: 90071-1560 BUSINESS PHONE: 213-683-9520 MAIL ADDRESS: STREET 1: 2950 SUMMER STREET CITY: STAMFORD STATE: CT ZIP: 06905 SC 13D 1 SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. __) 1 Centris Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 155904 10 5 (CUSIP Number) Philo Smith, 2950 Summer Street Stamford, Connecticut 06905 (203) 348-7365 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 18, 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. (Continued on following pages) Page 1 of 14 Pages ____________________ 1 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 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). SCHEDULE 13D CUSIP No. 155904105 Page 2 of 14 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Philo Smith 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Source Of Funds AF 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 citizen 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power None 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 373,800 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power None 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 373,800 11 Aggregate Amount Beneficially Owned By Each Reporting Person 398,300 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 6.7% 14 Type Of Reporting Person IN SCHEDULE 13D CUSIP No. 155904105 Page 3 of 14 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Philo Smith & Co., Inc. 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Source Of Funds AF 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] 6 Citizenship Or Place Of Organization Connecticut 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power None 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 69,200 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power None 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 69,200 11 Aggregate Amount Beneficially Owned By Each Reporting Person 69,200 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 1.2% 14 Type Of Reporting Person CO SCHEDULE 13D CUSIP No. 155904105 Page 4 of 14 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person PSCO Partners Limited Partnership - 06 - 0921598 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Source Of Funds WC 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] 6 Citizenship Or Place Of Organization Connecticut 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power None 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 69,200 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power None 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 69,200 11 Aggregate Amount Beneficially Owned By Each Reporting Person 69,200 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 1.2% 14 Type Of Reporting Person PN SCHEDULE 13D CUSIP No. 155904105 Page 5 of 14 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person PSCO Partners Limited Partnership Two 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Source Of Funds WC 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] 6 Citizenship Or Place Of Organization Connecticut 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power 24,500 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power None 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power 24,500 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power None 11 Aggregate Amount Beneficially Owned By Each Reporting Person 24,500 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 0.4% 14 Type Of Reporting Person PN SCHEDULE 13D CUSIP No. 155904105 Page 6 of 14 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person PSCO Fund Limited 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Source Of Funds WC 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] 6 Citizenship Or Place Of Organization Bermuda 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power None 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 304,600 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power None 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 304,600 11 Aggregate Amount Beneficially Owned By Each Reporting Person 304,600 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 5.1% 14 Type Of Reporting Person IV SCHEDULE 13D CUSIP No. 155904105 Page 7 of 14 Pages 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Philo Smith Capital Corporation 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Source Of Funds AF 5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ] 6 Citizenship Or Place Of Organization Connecticut 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power 24,500 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 304,600 9 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power 24,500 10 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 304,600 11 Aggregate Amount Beneficially Owned By Each Reporting Person 329,100 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [ ] 13 Percent Of Class Represented By Amount In Row (11) 5.5% 14 Type Of Reporting Person CO ITEM 1. SECURITY AND ISSUER. This Schedule 13D is filed with respect to the common stock of Centris Group, Inc. ("Centris Group"), 650 Town Center Drive, Suite 1600, Costa Mesa, California, 92626. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed by Philo Smith, Philo Smith & Co., Inc., PSCO Partners Limited Partnership, PSCO Partners Limited Partnership Two, PSCO Fund Limited and Philo Smith Capital Corporation. PSCO Partners Limited Partnership ("PSCO Partners") is a Connecticut limited partnership located at 2950 Summer Street, Stamford, Connecticut 06905. It is an investment partnership. Its General Partners are Philo Smith, an individual, and Philo Smith & Co., Inc., a Connecticut corporation (the "Company"), both located at 2950 Summer Street, Stamford, Connecticut 06905. The principal occupation of Philo Smith is to provide financial advisory services. The principal business of the Company is to engage in corporate finance activities, to act as General Partner of PSCO Partners, and to publish a monthly journal concerning the insurance industry. The directors of the Company are Philo Smith, James E. Inglis, 2950 Summer Street, Stamford, Connecticut 06905, whose principal occupation is acting as Vice President, Treasurer and Secretary of the Company, James A. Amen, 2950 Summer Street, Stamford, Connecticut 06905, whose principal occupation is acting as Vice President of the Company, and George M. Whitmore, Jr., 4 Cedarwood Drive, Greenwich, Connecticut 06830, a self-employed management consultant. The officers are Philo Smith, President, James E. Inglis, Vice President, Treasurer and Secretary, and James A. Amen, Vice President. PSCO Partners Limited Partnership Two ("PSCO Partners Two") is a Connecticut limited partnership located at 2950 Summer Street, Stamford, Connecticut 06905. It is an investment partnership. Its General Partner is Philo Smith Capital Corporation, a Connecticut corporation ("Capital"), located at 2950 Summer Street, Stamford, Connecticut, 06905. The principal business of Capital is investment management and corporate finance. Capital's directors are Philo Smith, James E. Inglis, James A. Amen, and George M. Whitmore, Jr. The officers of Capital are Philo Smith, President, James E. Inglis, Vice President, Treasurer and Secretary, and James A. Amen, Vice President. Page 8 of 14 PSCO Fund Limited is an open-end investment company incorporated in Bermuda and located at 6 Front Street, Hamilton 11, Bermuda. The principal business of PSCO Fund Limited is investment management. The directors of PSCO Fund Limited are Philo Smith, Dr. Ernst Baumgartner, employed by DUNA INVEST, 1010 Wien, Salztorgasse 512, Austria, Frank N.C. Lochan, Senior Vice President, Trilon Financial Corporation, BCE Place, 181 Bay Street, P. O. Box 171, Suite 4420, Toronto, Ontario, Canada, M5J 2T3, John C.R. Collis, partner, Conyers, Dill & Pearman, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, and David T. Smith, Senior Manager, Corporate Trust, The Bank of Bermuda Limited, Bank of Bermuda Building, 6 Front Street, Hamilton HM 11, Bermuda. The officers of PSCO Fund Limited are Frank N.C. Lochan, Chairman and President and David T. Smith, Vice President and Secretary. The investment advisor for PSCO Fund Limited is Capital. None of the reporting persons nor any of the other persons identified in this item has been convicted, during the past five years, in a criminal proceeding (excluding traffic violations or similar misdemeanors). None, during the past five years, has been a party to a civil proceeding resulting in a judgment, decree or final order relating to securities laws. Each natural person identified above is a U.S. citizen except for Frank N.C. Lochan, a Canadian citizen, Dr. Ernst Baumgartner, an Austrian citizen and John C.R. Collis and David T. Smith, both of whom are British citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The amount of funds expended for the shares of common stock of Centris Group held by PSCO Partners was approximately $1,483,403 (including commissions). PSCO Partners used cash available to it for such purchases, and no borrowed funds were involved. The amount of funds expended for the shares of common stock of Centris Group held by PSCO Partners Two was approximately $546,532 (including commissions). PSCO Partners Two used cash available to it for such purchases, and no borrowed funds were involved. The amount of funds expended for the shares of common stock of Centris Group held by PSCO Fund Limited was approximately $6,494,195 (including commissions). PSCO Fund Limited used cash available to it for such purchases, and no borrowed funds were involved. Page 9 of 14 Pages ITEM 4. PURPOSE OF TRANSACTION. The purpose of the purchases by the reporting persons has been to acquire shares for investment. Philo Smith, the Company, PSCO Partners, PSCO Partners Two, PSCO Fund Limited and Capital may purchase additional shares of Centris Group, from time to time, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. Although none of these persons has a present intention to sell the shares anticipated to be acquired, one or all of them might determine to sell some or all of such shares based upon need for funds, price, and similar factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. PSCO Partners owns 69,200 shares of Centris Group common stock, or approximately 1.2% of the outstanding shares of that class. PSCO Partners Two owns 24,500 shares of Centris Group common stock, or approximately 0.4% of the outstanding shares of that class. PSCO Fund Limited owns 304,600 shares of Centris Group common stock, or approximately 5.1% of the outstanding shares of that class. Philo Smith and the Company share voting and investment power with respect to shares held by PSCO Partners. Capital has sole voting and investment power with respect to shares held by PSCO Partners Two. Philo Smith and Capital share voting and investment power with respect to shares held by PSCO Fund Limited. With respect to shares held by PSCO Partners, PSCO Partners Two, and PSCO Fund Limited, no person other than the holder has the right or power to receive dividends from, or proceeds from the sale of, shares of Centris Group. By virtue of the investment and voting arrangement described above, Philo Smith and the Company beneficially own 69,200 shares of the common stock of Centris Group, or approximately 1.2% of the outstanding, held by PSCO Partners, Capital beneficially owns 24,500 shares of the common stock of Centris Group, or approximately 0.4% of the outstanding, held by PSCO Partners Two, and Philo Smith and Capital beneficially own 304,600 shares of the common stock of Centris Group, or approximately 5.1% of the outstanding, held by PSCO Fund Limited. Page 10 of 14 Pages In the past sixty days, PSCO Fund Limited has effected the following transactions in the common stock of Centris Group, each a purchase through a normal brokerage transaction in the over-the-counter market: TRADE DATE NUMBER OF SHARES PRICE 08/28/97 7,200 22.125 08/29/97 15,100 22.1875 09/02/97 10,000 22.1875 09/03/97 10,000 22 09/10/97 60,000 20.5 09/16/97 10,000 20.5 09/17/97 30,000 20.5 09/18/97 10,000 19.875 09/19/97 9,000 19.8125 09/22/97 5,000 19.5 09/23/97 26,000 19.5 10/06/97 8,000 22.125 10/07/97 7,000 22.0625 10/08/97 0,000 22.1875 10/10/97 12,700 22.8637 10/16/97 2,000 23 10/17/97 2,600 22.75 10/21/97 5,400 22.5625 10/23/97 4,600 22.4375 In the past sixty days, PSCO Partners has effected the following transactions in the common stock of Centris Group, each a purchase through a normal brokerage transaction in the over-the-counter market: TRADE DATE NUMBER OF SHARES PRICE 09/08/97 33,500 21.3358 09/09/97 6,500 20.5 09/16/97 500 20.625 In the past sixty days, PSCO Partners Two has effected the following transactions in the common stock of Centris Group, each a purchase through a normal brokerage transaction in the over-the-counter market: TRADE DATE NUMBER OF SHARES PRICE 08/27/97 4,500 22.125 Page 11 of 14 Each filing party disclaims membership with any other filing party in a "group", as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 and the rules promulgated thereunder. PSCO Partners owns its shares of Centris Group separately from PSCO Partners Two and PSCO Fund Limited, and PSCO Partners. Two and PSCO Fund Limited own their respective shares of Centris Group separately from each other. Although they have a common investment advisor, from whom each takes its name, and common investment goals, PSCO Partners, PSCO Partners Two and PSCO Fund Limited have no agreement or understanding for concerted action in acquiring, holding or disposing of shares of the common stock of Centris Group. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Apart from the agreements and relationship described above in this Schedule and the agreements between (a) the Company and PSCO Partners, (b) Capital and PSCO Partners Two, and (c) Capital and PSCO Fund Limited, there is no contract, arrangement, understanding or relationship among Philo Smith, the Company, PSCO Partners, PSCO Partners Two, PSCO Fund Limited and Capital, nor between those parties collectively and any other person, with respect to the common stock of Centris Group. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A: Consent to joint filing Page 12 of 14 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 this 24th day of October, 1997 /s/ Philo Smith Philo Smith PHILO SMITH & CO., INC. By: /s/ Philo Smith Philo Smith, President PSCO PARTNERS LIMITED PARTNERSHIP By: /s/ Philo Smith Philo Smith, General Partner PSCO PARTNERS LIMITED PARTNERSHIP TWO By: /s/ Philo Smith Philo Smith, President of Philo Smith Capital Corporation, General Partner PSCO FUND LIMITED By: /s/ Philo Smith Philo Smith, General Manager PHILO SMITH CAPITAL CORPORATION By: /s/ Philo Smith Philo Smith, President Page 13 of 14 Pages Exhibit A CONSENT TO JOINT FILING The undersigned agree and confirm that the Schedule 13D with respect to the common stock of Centris Group, Inc., to which this consent is attached as an exhibit is, and subsequent amendments thereof will be, filed on behalf of each of the undersigned. Dated this 24th day of October, 1997. /s/ Philo Smith Philo Smith PHILO SMITH & CO., INC. By: /s/ Philo Smith Philo Smith, President PSCO PARTNERS LIMITED PARTNERSHIP By: /s/ Philo Smith Philo Smith, General Partner PSCO PARTNERS LIMITED PARTNERSHIP TWO By: /s/ Philo Smith Philo Smith, President of Philo Smith Capital Corporation, General Partner PSCO FUND LIMITED By: /s/ Philo Smith Philo Smith, General Manager PHILO SMITH CAPITAL CORPORATION By: /s/ Philo Smith Philo Smith, President Page 14 of 14 Pages -----END PRIVACY-ENHANCED MESSAGE-----