-----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, LNKD/YNJlmBsp25LsMPzHPdVrsKIjjC/1xJV/zVQLb67GZCiZDHzdwqH2rCtRy/R odrYum1rn278X83/c+3hlg== 0000799005-97-000007.txt : 19970222 0000799005-97-000007.hdr.sgml : 19970222 ACCESSION NUMBER: 0000799005-97-000007 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970212 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COUNSELLORS TANDEM SECURITIES FUND INC CENTRAL INDEX KEY: 0000798311 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133367531 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38068 FILM NUMBER: 97526392 BUSINESS ADDRESS: STREET 1: 103 BELLEVUE PRKY CITY: WILMINGTON STATE: DE ZIP: 19809 BUSINESS PHONE: 3027912919 MAIL ADDRESS: STREET 1: 103 BELLEVUE PARKWAY CITY: WILMINGTON STATE: DE ZIP: 19809 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEIN ROE & FARNHAM INC /DE/ CENTRAL INDEX KEY: 0000799005 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363447638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE S WACKER DR STREET 2: 35TH FL CITY: CHICAGL STATE: IL ZIP: 60606 BUSINESS PHONE: 3123687700 MAIL ADDRESS: STREET 1: ONE SOUTH WACKER DR STREET 2: 35TH FL CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 HOLDINGS 5% UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* COUNSELLORS TANDEM SECURITIES FUND, INC. (Name of Issuer) 5.375% Preferred Stock due 1996 (Private Placement) (Title of Class of Securities) 222269300 (CUSIP Number) Is a fee being paid with this statement: ( )Yes ( X )No *The remainder of this 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall 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). 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE & FARNHAM INCORPORATED 36-3447638 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Delaware Corporation Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person -0- 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 0.00% 12. Type of Reporting Person IA 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person FOREMOST INSURANCE COMPANY 38-1407533 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Michigan Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person -0- 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 0.00% 12. Type of Reporting Person IC 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person HEALTH CARE INDEMNITY, INC. 61-0904881 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Kentucky Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person -0- 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 0.00% 12. Type of Reporting Person IC 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person AVEMCO Insurance Company 52-0795746 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Michigan Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person -0- 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 0.00% 12. Type of Reporting Person IC 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person WEST BEND MUTUAL INSURANCE COMPANY 39-0698170 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Wisconsin Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person -0- 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 0.00% 12. Type of Reporting Person IC Item 1(a). Name of Issuer: COUNSELLORS TANDEM SECURITIES FUND, INC. Item 1(b). Address of Issuer's Principal Executive Office: 335 Madison Avenue, 15th Floor New York, New York 10017 Item 2(a). Name of Person Filing: Stein Roe & Farnham Incorporated, jointly on its own behalf and on behalf of Foremost Insurance Company, Health Care Indemnity Inc., AVEMCO Insurance Company and West Bend Mutual Insurance Company Item 2(b). Address of Principal Business Office: One South Wacker Drive Chicago, IL 60606 Item 2(c). Citizenship: Delaware Corporation Item 2(d). Title of Class of Securities: 5.375% Preferred Stock Item 2(e). CUSIP Number: 222269300 Item 3. If this statement is filed pursuant to Rules 13d- 1(b), or 13d-2(b), check whether person filing is a: (e) [XX] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4. Ownership: (a) Amount beneficially owned: -0- shares (b) Percent of Class: 0.00% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: -0- (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition: -0- (iv) shared power to dispose or to direct the disposition: -0- Item 5. Ownership of Five Percent or Less of a Class: This report is being filed to reflect beneficial ownership of less than 5% of the common stock. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. Date: February 12, 1997 By: /s/ Jilaine Hummel Bauer Jilaine Hummel Bauer Senior Vice President & General Counsel AGREEMENT WITH REGARD TO JOINT FILING OF SCHEDULE 13G made this 10th day of February, 1994, by and between STEIN ROE & FARNHAM INCORPORATED, a Delaware Corporation ("SR&F") and FOREMOST INSURANCE COMPANY, a Michigan domestic insurance company ("FIC"), WITNESSETH: Whereas, SR&F has investment discretion with respect to the portfolio investments of FIC, and may therefore be considered a "beneficial owner" of such portfolio investments pursuant to Regulation 13D-G (the "Regulation") of the Securities and Exchange Commission; and, Whereas, FIC retains voting authority with regard to its portfolio investments and may therefore also be considered a "beneficial owner" of such portfolio investments pursuant to the Regulation; and, Whereas, due to such multiple definitions of beneficial ownership, both SR&F and FIC have incurred an obligation to report beneficial ownership of certain of FIC's portfolio holdings as of January 31, 1994; and, Whereas, the Regulation authorizes "joint" filing of a single Schedule 13G when two or more eligible persons incur an obligation to report with respect to the same securities; NOW THEREFORE, FIC and SR&F agree that SR&F shall be authorized to file a single Schedule 13G, and any necessary amendments thereto, on behalf of FIC, with respect to each of FIC's holdings as to which such a report must be made. FOREMOST INSURANCE COMPANY /s/ Donald D. Welsh, Vice President Investments STEIN ROE & FARNHAM INCORPORATED /s/ Keith J. Rudolf, Senior Vice President and General Counsel AGREEMENT WITH REGARD TO JOINT FILING OF SCHEDULE 13G made this 10th day of February, 1995, by and between STEIN ROE & FARNHAM INCORPORATED, a Delaware Corporation ("SR&F") and HEALTH CARE INDEMNITY, INC., a Kentucky domestic insurance company ("HCI"), WITNESSETH: Whereas, SR&F has investment discretion with respect to the portfolio investments of HCI, and may therefore be considered a "beneficial owner" of such portfolio investments pursuant to Regulation 13D-G (the "Regulation") of the Securities and Exchange Commission; and, Whereas, HCI retains voting authority with regard to its portfolio investments and may therefore also be considered a "beneficial owner" of such portfolio investments pursuant ot the Regulation; and, Whereas, due to such multiple definitions of beneficial ownership, both SR&F and HCI have incurred an obligation to report beneficial ownership of certain of HCI's portfolio holdings as of December 31, 1994; and, Whereas, the Regulation authorizes "joint" filing of a single Schedule 13G when two or more eligible persons incur an obligation to report with respect to the same securities; NOW THEREFORE, HCI and SR&F agree that SR&F shall be authorized to file a single Schedule 13G, and any necessary amendments thereto, on behalf of HCI, with respect to each of HCI's holdings as to which such a report must be made. HEALTH CARE INDEMNITY, INC. /s/ Jim Glasscock, Director of Investments and Treasury Operations STEIN ROE & FARNHAM INCORPORATED /s/ Keith J. Rudolf, Senior Vice President and General Counsel AGREEMENT WITH REGARD TO JOINT FILING OF SCHEDULE 13G made this 10th day of February, 1995, by and between STEIN ROE & FARNHAM INCORPORATED, a Delaware Corporation ("SR&F") AVEMCO CORPORATION, a Maryland domestic insurance company ("AIC"), WITNESSETH: Whereas, SR&F has investment discretion with respect to the portfolio investments of AIC, and may therefore be considered a "beneficial owner" of such portfolio investments pursuant to Regulation 13D-G (the "Regulation") of the Securities and Exchange Commission; and, Whereas, AIC retains voting authority with regard to its portfolio investments and may therefore also be considered a "beneficial owner" of such portfolio investments pursuant to the Regulation; and, Whereas, due to such multiple definitions of beneficial ownership, both SR&F and AIC have incurred an obligation to report beneficial ownership of certain of AIC's portfolio holdings as of December 31, 1994; and, Whereas, the Regulation authorizes "joint" filing of a single Schedule 13G when two or more eligible persons incur an obligation to report with respect to the same securities; NOW THEREFORE, AIC and SR&F agree that SR&F shall be authorized to file a single Schedule 13G, and any necessary amendments thereto, on behalf of AIC, with respect to each of AIC's holdings as to which such a report must be made. AVEMCO CORPORATION /s/ John R. Yuska STEIN ROE & FARNHAM INCORPORATED /s/ Keith J. Rudolf, Senior Vice President and General Counsel AGREEMENT WITH REGARD TO JOINT FILING OF SCHEDULE 13G made this 10th day of February, 1995, by and between STEIN ROE & FARNHAM INCORPORATED, a Delaware Corporation ("SR&F") EAGLE INSURANCE COMPANY, a New York domestic insurance company ("EIC"), WITNESSETH: Whereas, SR&F has investment discretion with respect to the portfolio investments of EIC, and may therefore be considered a "beneficial owner" of such portfolio investments pursuant to Regulation 13D-G (the "Regulation") of the Securities and Exchange Commission; and, Whereas, EIC retains voting authority with regard to its portfolio investments and may therefore also be considered a "beneficial owner" of such portfolio investments pursuant to the Regulation; and, Whereas, due to such multiple definitions of beneficial ownership, both SR&F and EIC have incurred an obligation to report beneficial ownership of certain of EIC's portfolio holdings as of December 31, 1994; and, Whereas, the Regulation authorizes "joint" filing of a single Schedule 13G when two or more eligible persons incur an obligation to report with respect to the same securities; NOW THEREFORE, EIC and SR&F agree that SR&F shall be authorized to file a single Schedule 13G, and any necessary amendments thereto, on behalf of EIC, with respect to each of EIC's holdings as to which such a report must be made. EAGLE INSURANCE COMPANY /s/ Jeffrey J. Miszner, Senior Vice President - Financial Services STEIN ROE & FARNHAM INCORPORATED /s/ Keith J. Rudolf, Senior Vice President and General Counsel AGREEMENT WITH REGARD TO JOINT FILING OF SCHEDULE 13G made this 10th day of February, 1995, by and between STEIN ROE & FARNHAM INCORPORATED, a Delaware Corporation ("SR&F") and WEST BEND MUTUAL INSURANCE COMPANY, a Wisconsin domestic insurance company ("WBM"), WITNESSETH: Whereas, SR&F has investment discretion with respect to the portfolio investments of WBM, and may therefore be considered a "beneficial owner" of such portfolio investments pursuant to Regulation 13D-G (the "Regulation") of the Securities and Exchange Commission; and, Whereas, WBM retains voting authority with regard to its portfolio investments and may therefore also be considered a "beneficial owner" of such portfolio investments pursuant to the Regulation; and, Whereas, due to such multiple definitions of beneficial ownership, both SR&F and WBM have incurred an obligation to report beneficial ownership of certain of WBM's portfolio holdings as of December 31, 1994; and, Whereas, the Regulation authorizes "joint" filing of a single Schedule 13G when two or more eligible persons incur an obligation to report with respect to the same securities; NOW THEREFORE, WBM and SR&F agree that SR&F shall be authorized to file a single Schedule 13G, and any necessary amendments thereto, on behalf of WBM, with respect to each of WBM's holdings as to which such a report must be made. WEST BEND MUTUAL INSURANCE COMPANY /s/ Larry Roth, Secretary and Treasurer STEIN ROE & FARNHAM INCORPORATED /s/ Keith J. Rudolf, Senior Vice President and General Counsel UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* COUNSELLORS TANDEM SECURITIES FUND, INC. (Name of Issuer) 5.375% Preferred Stock due 1996 (Private Placement) (Title of Class of Securities) 222269300 (CUSIP Number) Is a fee being paid with this statement: ( )Yes ( X )No *The remainder of this 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall 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). 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE & FARNHAM INCORPORATED 36-3447638 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Delaware Corporation Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power 170,000 shares 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 170,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 28.33% 12. Type of Reporting Person IA 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person FOREMOST INSURANCE COMPANY 38-1407533 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Michigan Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power 60,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 60,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 10% 12. Type of Reporting Person IC 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person HEALTH CARE INDEMNITY, INC. 61-0904881 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Kentucky Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power 40,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 40,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 6.7% 12. Type of Reporting Person IC 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person AVEMCO Insurance Company 52-0795746 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Maryland Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power 35,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 35,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 5.8% 12. Type of Reporting Person IC 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person EAGLE INSURANCE COMPANY 22-0874880 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a New York Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person -0- 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 -0-% 12. Type of Reporting Person IC 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person WEST BEND MUTUAL INSURANCE COMPANY 39-0698170 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Wisconsin Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power 30,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 30,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 5.0% 12. Type of Reporting Person IC Item 1(a). Name of Issuer: COUNSELLORS TANDEM SECURITIES FUND, INC. Item 1(b). Address of Issuer's Principal Executive Office: 466 Lexington Avenue New York, New York 10017 Item 2(a). Name of Person Filing: Stein Roe & Farnham Incorporated, jointly on its own behalf and on behalf of Foremost Insurance Company, Health Care Indemnity Inc., AVEMCO Insurance Company and West Bend Mutual Insurance Company Item 2(b). Address of Principal Business Office: One South Wacker Drive Chicago, IL 60606 Item 2(c). Citizenship: Delaware Corporation Item 2(d). Title of Class of Securities: 5.375% Preferred Stock Item 2(e). CUSIP Number: 222269300 Item 3. If this statement is filed pursuant to Rules 13d- 1(b), or 13d-2(b), check whether person filing is a: (e) [XX] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4. Ownership: (a) Amount beneficially owned: 170,000 shares (b) Percent of Class: 28.33% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Foremost Insurance Co. 60,000 shares Health Care Indemnity Inc. 40,000 shares AVEMCO Insurance Company 35,000 shares West Bend Insurance Co. 30,000 shares (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition: 170,000 shares (Stein Roe & Farnham Incorporated) (iv) shared power to dispose or to direct the disposition: -0- Item 5. Ownership of Five Percent or Less of a Class: Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Foremost Insurance Co. 60,000 shares 10% Health Care Indemnity Inc. 40,000 shares 6.7% AVEMCO Insurance Company 35,000 shares 5.8% West Bend Mutual Insurance Co. 30,000 shares 5.0% Each of the foregoing is an Insurance Company defined in Sec. 3(a)(19) of the Act, which is an investment advisory client of Stein Roe & Farnham Incorporated. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. Date: February 12, 1996 By: /s/ Philip D. Hausken, Vice President UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* COUNSELLORS TANDEM SECURITIES FUND, INC. (Name of Issuer) 5.375% Preferred Stock due 1996 (Private Placement) (Title of Class of Securities) 222269300 (CUSIP Number) Is a fee being paid with this statement: ( )Yes ( X )No *The remainder of this 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall 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). 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE & FARNHAM INCORPORATED 36-3447638 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Delaware Corporation Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power 200,000 shares 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 200,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 33.33% 12. Type of Reporting Person IA 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person FOREMOST INSURANCE COMPANY 38-1407533 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Michigan Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power 60,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 60,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 10% 12. Type of Reporting Person IC 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person HEALTH CARE INDEMNITY, INC. 61-0904881 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Kentucky Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power 40,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 40,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 6.7% 12. Type of Reporting Person IC 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person AVEMCO Insurance Company 52-0795746 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Michigan Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power 35,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 35,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 5.8% 12. Type of Reporting Person IC 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person EAGLE INSURANCE COMPANY 22-0874880 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a New York Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power 30,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 30,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 5.0% 12. Type of Reporting Person IC 13G CUSIP No. 222269300 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person WEST BEND MUTUAL INSURANCE COMPANY 39-0698170 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Wisconsin Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power 30,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 30,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 5.0% 12. Type of Reporting Person IC Item 1(a). Name of Issuer: COUNSELLORS TANDEM SECURITIES FUND, INC. Item 1(b). Address of Issuer's Principal Executive Office: 466 Lexington Avenue New York, New York 10017 Item 2(a). Name of Person Filing: Stein Roe & Farnham Incorporated, jointly on its own behalf and on behalf of Foremost Insurance Company, Health Care Indemnity Inc., AVEMCO Insurance Company, Eagle Insurance Company and West Bend Mutual Insurance Company Item 2(b). Address of Principal Business Office: One South Wacker Drive Chicago, IL 60606 Item 2(c). Citizenship: Delaware Corporation Item 2(d). Title of Class of Securities: 5.375% Preferred Stock Item 2(e). CUSIP Number: 222269300 Item 3. If this statement is filed pursuant to Rules 13d- 1(b), or 13d-2(b), check whether person filing is a: (e) [XX] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4. Ownership: (a) Amount beneficially owned: 200,000 shares (b) Percent of Class: 33.33% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Foremost Insurance Co. 60,0000 shares Health Care Indemnity Inc. 40,000 shares AVEMCO Insurance Company 35,000 shares Eagle Insurance Company 30,000 shares West Bend Insurance Co. 30,000 shares (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition: 200,000 shares (Stein Roe & Farnham Incorporated) (iv) shared power to dispose or to direct the disposition: -0- Item 5. Ownership of Five Percent or Less of a Class: Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Foremost Insurance Co. 60,000 shares 10% Health Care Indemnity Inc. 40,000 shares 6.7% AVEMCO Insurance Company 35,000 shares 5.8% Eagle Mutual Insurance Co. 30,000 shares 5.0% West Bend Mutual Insurance Co. 30,000 shares 5.0% Each of the foregoing is an Insurance Company defined in Sec. 3(a)(19) of the Act, which is an investment advisory client of Stein Roe & Farnham Incorporated. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. Date: February 13, 1995 By: /s/ Keith J. Rudolf, Senior Vice President and General Counsel UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* COUNSELLORS TANDEM SECURITIES FUND, INC. (Name of Issuer) 5.375% Preferred Stock due 1996 (Private Placement) (Title of Class of Securities) 2222699A2 (CUSIP Number) Is a fee being paid with this statement: ( X )Yes ( )No *The remainder of this 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall 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). 13G CUSIP No. 2222699A2 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person STEIN ROE & FARNHAM INCORPORATED 36-3447638 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Delaware Corporation Number of shares beneficially owned by each reporting person with 5. Sole voting power -0- 6. Shared voting power -0- 7. Sole dispositive power 200,000 shares 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 200,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 33.33% 12. Type of Reporting Person IA 13G CUSIP No. 2222699A2 1. Name of Reporting Person S.S. or I.R.S. Identification No. of above person FOREMOST INSURANCE COMPANY 38-1407533 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization a Michigan Domestic Insurance Company Number of shares beneficially owned by each reporting person with 5. Sole voting power 60,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power -0- 9. Aggregate amount beneficially owned by each reporting person 60,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 10% 12. Type of Reporting Person IC Item 1(a). Name of Issuer: COUNSELLORS TANDEM SECURITIES FUND, INC. Item 1(b). Address of Issuer's Principal Executive Office: 466 Lexington Avenue New York, New York 10017 Item 2(a). Name of Person Filing: Stein Roe & Farnham Incorporated, jointly on its own behalf and on behalf of Foremost Insurance Company Item 2(b). Address of Principal Business Office: One South Wacker Drive Chicago, IL 60606 Item 2(c). Citizenship: Delaware Corporation Item 2(d). Title of Class of Securities: 5.375% Preferred Stock due 1996 Private Placement Item 2(e). CUSIP Number: 2222699A2 Item 3. If this statement is filed pursuant to Rules 13d- 1(b), or 13d-2(b), check whether person filing is a: (e) [XX] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4. Ownership: (a) Amount beneficially owned: 200,000 shares (b) Percent of Class: 33.33% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Foremost Insurance Company 60,0000 shares (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition: 200,000 shares (Stein Roe & Farnham Incorporated) (iv) shared power to dispose or to direct the disposition: -0- Item 5. Ownership of Five Percent or Less of a Class: Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Foremost Insurance Co. 60,000 shares 10% Health Care Indemnity Inc. 40,000 shares 6.7% AVEMCO Insurance Company 35,000 shares 5.8% Eagle Mutual Insurance Co. 30,000 shares 5.0% West Bend Mutual Insurance Co. 30,000 shares 5.0% Each of the foregoing is an Insurance Company defined in Sec. 3(a)(19) of the Act, which is an investment advisory client of Stein Roe & Farnham Incorporated. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. Date: February 10, 1994 By: /s/ Keith J. Rudolf, Senior Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----