-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FR/U0EGNd/EfP8nCyYQkJSiRmrKAL2/AcWMDxhfxyl9jxoxgqmMwQbXXRKsoT84o BwGxYmAmv0WZfgHMQ6xiQg== 0000902561-94-000015.txt : 19940919 0000902561-94-000015.hdr.sgml : 19940919 ACCESSION NUMBER: 0000902561-94-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940916 GROUP MEMBERS: BALDWIN & LYONS INC GROUP MEMBERS: PROTECTIVE INSURANCE COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USLICO CORP CENTRAL INDEX KEY: 0000750234 STANDARD INDUSTRIAL CLASSIFICATION: 6311 IRS NUMBER: 541278620 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36112 FILM NUMBER: 94549229 BUSINESS ADDRESS: STREET 1: 4601 N FAIRFAX DR CITY: ARLINGTON STATE: VA ZIP: 22203 BUSINESS PHONE: 7038753600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BALDWIN & LYONS INC CENTRAL INDEX KEY: 0000009346 STANDARD INDUSTRIAL CLASSIFICATION: 6411 IRS NUMBER: 350160330 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1099 N MERIDIAN ST CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3176369800 FORMER COMPANY: FORMER CONFORMED NAME: BALDWIN H C AGENCY INC DATE OF NAME CHANGE: 19720309 SC 13D/A 1 (312) 701-7215 September 15, 1994 VIA EDGAR Securities and Exchange Commission Judiciary Plaza 450 5th Street Washington, D.C. 20549 Re: Baldwin & Lyons, Inc. Schedule 13D Amendment Ladies and Gentlemen: In accordance with Rule 101(a)(2)(i) of Regulation S-T, enclosed for filing with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1934, as amended (the "Act"), is a copy of a Amendment No. 4 to the Schedule 13D filed on May 16, 1988, by Baldwin & Lyons, Inc. and Protective Insurance Company, both Indiana corporations, with respect to their holdings in the common stock of USLICO Corporation. In accordance with Rule 101(a)(2)(ii) of Regulation S-T and Rule 13d-2(c) under the Act, this first electronic amendment to a paper format Schedule 13D restates the entire text of the Schedule 13D and prior amendments. Please acknowledge receipt of this filing to Mayer, Brown & Platt through the normal routes used by the Commission to acknowledge EDGAR filings. If you have any questions or comments regarding this filing, please contact the undersigned at (312) 701-7215 or Mary R. Barry (312) 701-8460. Sincerely, Carol S. Rivers CSR/mb cc: USLICO CORPORATION New York Stock Exchange OMB NUMBER: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form....14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 )* USLICO CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 903297109 (CUSIP Number) G. Patrick Corydon, 1099 North Meridian, Indianapolis, Indiana 46204 (317) 636-9800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 12, 1994 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 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 ("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). SEC 1746 (12-91) SCHEDULE 13D CUSIP No. 903297109 Page 2 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Baldwin & Lyons, Inc. - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x[ ] (b) [ ] - ----------------------------------------------------------------- 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) [ ] N/A - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - ----------------------------------------------------------------- 7 SOLE VOTING POWER 355,962** NUMBERS OF --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 355,962** --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 355,962 - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] N/A - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.31% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. **Includes shares held by Protective Insurance Company SCHEDULE 13D CUSIP No. 903297109 Page 3 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Protective Insurance Company - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x[ ] (b) [ ] - ----------------------------------------------------------------- 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) [ ] N/A - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - ----------------------------------------------------------------- 7 SOLE VOTING POWER 355,962 NUMBERS OF --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 355,962 --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 355,962 - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] N/A - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.31% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC - ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 903297109 Page 4 of 5 Pages This Amendment No. 4 to the Schedule 13D filed on May 16, 1988, by Baldwin & Lyons, Inc. and Protective Insurance Company, both Indiana corporations, with respect to their holdings in the common stock of USLICO, amends Items 4 and 5 of the Schedule 13D. Item 4. Purpose of Transaction Item 4 of Schedule 13D is hereby amended supplementally as follows: Baldwin & Lyons, Inc. and Protective Insurance Company have no plans to purchase any further common stock of USLICO and will consider selling their holdings of common stock. Depending on price conditions and other factors, the sales may occur at one time or from time to time and may be made in the open market or in privately negotiated transactions. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is hereby amended supplementally as follows: (a) Baldwin & Lyons, Inc. beneficially owns 355,962 shares, representing approximately 3.31% of the outstanding common stock of USLICO. Protective Insurance Company, a wholly-owned subsidiary of Baldwin & Lyons, Inc., owns directly all of the aforementioned 355,962 shares. (b) Baldwin & Lyons, Inc., through Protective Insurance Company, has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of the 355,962 shares it beneficially owns. (c) The following sales have been made by Protective Insurance Company within the past sixty (60) days through broker assisted transactions in the open market: Sales Number Sales price Date of Shares per share --------------------------------------------------- 08/10/94 800 $20.125 09/08/94 10,900 $22.500 09/09/94 38,200 $22.290 09/12/94 361,600 $20.172 09/13/94 30,000 $20.500 (e) Baldwin & Lyons, Inc., through Protective Insurance Company, ceased to be the beneficial owner of more than 5% of the common stock of USLICO on September 12, 1994. Page 5 of 5 pages SIGNATURES 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. BALDWIN & LYONS, INC. - --------------------- By:____________________________ G. Patrick Corydon Vice President, Finance Date: September 14, 1994 PROTECTIVE INSURANCE COMPANY - ----------------------------- By:____________________________ G. Patrick Corydon Vice President, Finance Date: September 14, 1994 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. __) USLICO CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 903297109 (CUSIP Number) G. Patrick Corydon Baldwin & Lyons, Inc. 3100 N. Meridian, Indianapolis, IN 46208, (317) 925-3501 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 16, 1988 (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 [X]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 remainder of this cover page shall be filed 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 ("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). (Continued on following page(s)) Page 1 of __ Pages CUSIP No. 903297109 13D Page 2 of 12 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Baldwin & Lyons, Inc. - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ________________________________________________________________ 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) [ ] N/A - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - ----------------------------------------------------------------- 7 SOLE VOTING POWER *1,069,317 NUMBERS OF --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH *1,069,317 --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,069,317 - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] N/A - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! *Includesshares held by Protective Insurance Company CUSIP No. 903297109 13D Page 3 of 12 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Protective Insurance Company - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ________________________________________________________________ 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) [ ] N/A - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - ----------------------------------------------------------------- 7 SOLE VOTING POWER 1,048,317 NUMBERS OF --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,048,317 --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,048,317 - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] N/A - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC - ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. The equity security to which this statement relates is the Common Stock, $1.00 par value per share ("Common Stock") of USLICO Corporation (the "Issuer"), 4601 Fairfax Drive, Arlington, Virginia 22203. Item 2. Identity and Background. The persons filing this statement are Baldwin & Lyons, Inc., an Indiana corporation ("Baldwin & Lyons"), and its wholly-owned subsidiary, Protective Insurance Company, an Indiana corporation ("Protective") (collectively, "the Companies"). Baldwin & Lyons, through its subsidiaries, specializes in placing and underwriting property and casualty insurance in the motor carrier industry. Protective, in particular, is engaged in direct writing of multiple line property, casualty and related insurance coverages primarily for large fleet trucking customers. The address of Baldwin & Lyons and Protective is 3100 North Meridian Street, Indianapolis, Indiana 46208. The name and principal occupation or employment of each director and executive officer of Baldwin & Lyons and of Protective are set forth in Schedule I attached hereto. Unless otherwise indicated on Schedule I, the principal business address of each executive officer and director of Baldwin & Lyons and of Protective is 3100 North Meridian Street, Indianapolis, Indiana 46208. Each of the persons listed in Schedule I is a citizen of the United States. During the last five years, neither Baldwin & Lyons, nor Protective, nor, to the best of the Companies' knowledge, any of their directors, executive officers or controlling shareholders has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any such person been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws. Item 3. Source and Amount of Funds of Other Consideration. Baldwin & Lyons obtained the funds to purchase the shares of Common Stock to which this statement relates (the "Shares") from its general corporate funds. Item 4. Purpose of Transaction. Baldwin & Lyons currently holds, directly or through Protective, approximately 9.8% of the voting stock of USLICO for investment purposes. The investment has previously been reported by Baldwin & Lyons and Protective on the Schedule 13G filed by the Companies on February 9, 1988. Laws regulating insurance holding companies in several states in which insurance company subsidiaries of USLICO are organized require regulatory approval of the purchase of more than 10% of the stock of a holding company which owns an insurance company organized in that state. On May 17, 1988, Baldwin & Lyons filed with various state insurance commissioners applications for approval of Baldwin & Lyons' purchase of more than 10% of the voting stock of USLICO in order to permit Baldwin & Lyons the option of purchasing additional Shares in the open market. Purchases of additional Shares may be made from time to time, as Baldwin & Lyons determines, depending on the market conditions (including the availability and price of common stock of USLICO in the open market), up to 20% of the issued and outstanding stock of USLICO. Such a position, if achieved, would permit Baldwin & Lyons to account for its investment in USLICO on the equity method and would thereby permit Baldwin & Lyons to report its pro rata share of USLICO's earnings in Baldwin & Lyons' consolidated results. Baldwin & Lyons and Protective reserve the right not to purchase any additional securities of USLICO or to sell any securities they currently own. Other than as described above, neither Baldwin & Lyons nor Protective has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of USLICO, or the disposition of securities of USLICO; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving USLICO or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of USLICO or any of its subsidiaries; (d) any change in the present board of directors or management of USLICO, including any plans or proposals to change the number or term of directors or fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of USLICO; (f) any other material change in USLICO's business or corporate structure; (g) changes in USLICO's charter, bylaws, or other instruments corresponding thereto or other actions which may impede the acquisition of control of USLICO by any person; (h) causing a class of securities of USLICO 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; (i) a class of equity securities of USLICO becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) Baldwin & Lyons in aggregate beneficially owns 1,069,317 Shares, representing approximately 9.8% of the Common Stock outstanding.1/ Baldwin & Lyons holds directly 21,000 Shares, representing approximately 0.2% of the Common Stock outstanding. Protective, Baldwin & Lyons' wholly-owned subsidiary, owns directly 984,362 Shares of the 1,069,317 Shares discussed above, representing approximately 9.0% of the Common Stock outstanding, and $2,005,000 par value of the 8% convertible subordinated debentures of USLICO, convertible into 63,955 Shares at a conversion price of $31.35 per share, or approximately 0.6% of the Common Stock outstanding. (b) Baldwin & Lyons has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of the 1,069,317 Shares it beneficially owns. 2/ _____________________ 1/ Mr. Gregory Mutz, a director of Baldwin & Lyons, has beneficial ownership of an aggregate of 587.2 Shares, 100 of which are held in an Individual Retirement Account for his benefit, and 487.2 of which are held by Mr. Mutz as Custodian for the benefit of his children and other relatives under the Uniform Gifts to Minors Act. Mrs. Marilyn M. Patrick, wife of Mr. Thomas H. Patrick, a director of Baldwin & Lyons, owns 390 Shares as Custodian for the benefit of her children under the Uniform Gift to Minors Act. 2/ Mr. Mutz has sole power to vote or dispose of the 100 shares held for his benefit in an Individual Retirement Account and the 487.179 Shares which he holds as Custodian for his children and other relatives under the Uniform Gifts to Minors Act. Mrs. Patrick has the sole power to vote or dispose of the Shares which she holds as Custodian for the benefit of her children under the Uniform Gifts to Minors Act. (c) The following purchases have been made within the past sixty days through broker assisted transactions in the open market: (1) on April 28, 1988, Protective purchased 115,200 Shares at a price per share of $20.90; and (2) on March 31, 1988, Protective purchased 10,000 Shares at a price per share of $23.49. 3/ (d) Not applicable. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Neither Baldwin & Lyons nor Protective nor, to the best of the Companies' knowledge, any of their directors or officers has any contracts, arrangements, understandings, or relationships with respect to any securities of USLICO. - --------------------- 3/ On March 15, 1988, Mr. Mutz, as Custodian for his children and other relatives under the Uniform Gifts to Minors Act, purchased 5.17 Shares through the USLICO Automatic Dividend Investment Plan. Item 7. Material to be Filed as Exhibits. None. - ------------------------------------ Investment Plan. Page 8 of 12 pages 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. BALDWIN & LYONS, INC. By: __________________________ G. Patrick Corydon Vice President (Finance) and Treasurer Date: 5/11/88 -------------------------- PROTECTIVE INSURANCE COMPANY By: __________________________ G. Patrick Corydon Vice President (Finance) Date: 5/11/88 --------------------------- Schedule I to Schedule 13D Officers and Directors Officers and Directors and Principal Occupation or Residence or Business Address Business Activity - ------------------------------ ------------------------- John C. Aldin Chairman of the Board 3100 N. Meridian and Chief Executive Indianapolis, Indiana 46208 Officer of Baldwin & Lyons, Inc., Protective Insurance Company and Protective's wholly-owned subsidiaries, Sagamore Insurance Company and Hoosier Insurance Company. Gary W. Miller President of Baldwin & 3100 N. Meridian Lyons, Inc., Indianapolis, Indiana 46208 Protective Insurance Company, Sagamore Insurance Company, Sagamore Holdings, Inc., and B & L Insurance Ltd. James W. Good Vice President-Marketing 3100 N. Meridian of Baldwin & Lyons, Inc.; Indianapolis, Indiana 46208 Vice President-Marketing of Protective Insurance Company; Director of Protective Insurance Company; Director of Sagamore Insurance Company. G. Patrick Corydon Vice President-Finance and 3100 N. Meridian Treasurer of Baldwin & Indianapolis, Indiana 46208 Lyons, Inc.; Vice President-Finance and Director of Protective Insurance Company; Director of Sagamore Insurance Company. Officers and Directors and Principal Occupation or Residence or Business Address Business Activity Joseph J. DeVito Vice President- 3100 N. Meridian Administration of Baldwin Indianapolis, Indiana 46208 & Lyons, Inc.; Director of Protective Insurance Company; Director of Sagamore Insurance Company. Gregory A. Bonnell Vice President- 3100 N. Meridian Underwriting of Baldwin Indianapolis, Indiana 46208 & Lyons, Inc.; Director of Protective Insurance Company; Vice President-Underwriting of Protective Insurance Company; Director of Sagamore Insurance Company. James E. Kirschner Vice President-Claims and 3100 N. Meridian Secretary of Baldwin & Indianapolis, Indiana 46208 Lyons, Inc.; Vice President-Claims of Protective Insurance Company; Secretary of Protective Insurance Company; Director of Protective Insurance Company; Director of Sagamore Insurance Company. John M. O'Mara Director of Baldwin & 623 Lake Avenue Lyons, Inc.; Managing Greenwich, CT. 06830 Director of Chase Manhattan Capital Markets Corp. Nathan Shapiro Director of Baldwin & 1700 Ridge Lyons, Inc.; President Highland Park, IL 60035 of SF Investments, Inc.; Vice President of National Superior Fur Dressing & Dyeing Co., Inc.; President of SLD Corp. Officers and Directors and Principal Occupation or Residence or Business Address Business Activity Otto N. Frenzel III Director of Baldwin & Merchants National Corporation Lyons, Inc.; Chairman of One Merchants Plaza, Suite 400E the Board of Merchants Indianapolis, IN 46255 National Corporation and of its wholly-owned subsidiary, Merchants National Bank & Trust Company of Indianapolis. Thomas H. Patrick Director of Baldwin & Merrill Lynch Capital Markets Lyons, Inc.; Managing 5500 Sears Tower Director of Merrill Lynch Chicago, Illinois 60606 Capital Markets. Norton Shapiro Director of Baldwin & 4447 West Cortland Street Lyons, Inc.; Vice Chicago, IL 60610 President of Sales of National Superior Fur Dressing & Dyeing Co., Inc. Gregory T. Mutz Director of Baldwin & 163 Buckley Road Lyons, Inc.; Chairman of Barrington Hills, IL 60010 the Board of Directors of Amli Realty Co., Chicago, Illinois (45% owned by Baldwin & Lyons, Inc.); President of Mutz & Associates; Vice President of Unique Indoor Comfort, Inc.; Managing General Partner of Mutz Properties. L. Leslie Waters Director of Baldwin & 2901 Soutar Drive Lyons, Inc.; Bloomington, Indiana 47401 Professor Emeritus at Indiana University School of Business; consultant. Stuart D. Bilton Director of Baldwin & 20769 N. Meadow Lane Lyons, Inc.; Executive Barrington, IL 60010 Vice President of Chicago Title & Trust Company Officers and Directors and Principal Occupation or Residence or Business Address Business Activity Rodger A. Cottrell Director of Protective 3100 N. Meridian Street Insurance Company; Indianapolis, IN 46208 Director of Sagamore Insurance Company; Assistant Vice President-Claims of Protective Insurance Company; Assistant Vice President-Claims of Sagamore Insurance Company Daniel P. Columbo Vice President-Sales of 3100 N. Meridian Street Baldwin & Lyons, Inc.; Indianapolis, IN 46208 Director of Protective Insurance Company Richard H. Nelson Director of Protective 3100 N. Meridian Street Insurance Company; Indianapolis, IN 46208 Assistant Vice President-Claims of Baldwin & Lyons, Inc.; Assistant Vice President-Claims of Protective Insurance Company W. Daryl Osborne Treasurer of Protective 3100 N. Meridian Street Insurance Company; Indianapolis, IN 46208 Assistant Vice President-Finance of Baldwin & Lyons, Inc.; Assistant Treasurer of Baldwin & Lyons, Inc.; Assistant Treasurer of Sagamore Insurance Company Gregory J. Hammond Assistant Secretary of 3100 N. Meridian Street Protective Insurance Indianapolis, IN 46208 Company; Assistant Secretary of Baldwin & Lyons, Inc.; Assistant Secretary of Sagamore Insurance Company SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 ) USLICO CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 903297109 (CUSIP Number) G. Patrick Corydon Baldwin & Lyons, Inc. 3100 North Meridian, Indianapolis, IN 46208 (317) 925-3501 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 18, 1988 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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 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 ("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). Page 1 of 6 pages SCHEDULE 13D CUSIP NO. 903297109 Page 3 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Baldwin & Lyons, Inc. - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] ________________________________________________________________ 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) [ ] N/A - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - ----------------------------------------------------------------- 7 SOLE VOTING POWER *1,069,317 NUMBERS OF --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH *1,069,317 --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,069,317 - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] N/A - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! * Includes shares held by Protective Insurance Company SCHEDULE 13D CUSIP No. 903297109 Page 3 of 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Protective Insurance Company - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ----------------------------------------------------------------- 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) [ ] N/A - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - ----------------------------------------------------------------- 7 SOLE VOTING POWER 1,048,317 NUMBER OF --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,048,317 --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,048,317 - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] N/A - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.6% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC - ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 6 Pages This Amendment No. 1 to the Schedule 13D filed on May 16, 1988 by Baldwin & Lyons, Inc. and Protective Insurance Company, both Indiana corporations, with respect to their holdings in the Common Stock of USLICO, amends Items 4 and 7 of the Schedule 13D. Item 4. Purpose of Transaction. ---------------------- Item 4 of the Schedule 13D is hereby amended supplementally as follows: As disclosed in the Press Release issued by Baldwin & Lyons on July 18, 1988 (attached as an Exhibit), Baldwin & Lyons has withdrawn its applications for approval by the insurance commissioners of certain states of the purchase of more than 10% of the stock of USLICO. Baldwin & Lyons and Protective Insurance Company plan to continue to hold their stock in USLICO for investment purposes, although, as described in the Schedule 13D, Baldwin & Lyons and Protective reserve the right to sell any securities they currently own. Item 5. Interest in Securities of the Issuer. ------------------------------------ The footnotes to Item 5 of the Schedule 13D are hereby amended supplementally as follows: Since the Schedule 13D was filed on May 16, 1988, Mr. Gregory Mutz, as Custodian for his children and other relatives under the Uniform Gifts to Minors Act, purchased a nominal number of Shares through the USLICO Automatic Dividend Investment Plan. Item 7. Material to be filed as Exhibits. -------------------------------- Item 7 of the Schedule 13D is hereby amended supplementally as follows: The Press Release issued by Baldwin & Lyons dated July 18, 1988 is hereby filed as Exhibit 1 to the Schedule 13D. Page 5 of 6 Pages Exhibit 1 Subj: Baldwin & Lyons, Inc. July 18, 1988 Special Announcement Press Contact: Gregory A. Bonnell Regarding Investment (317) 636-9800 In USLICO Corporation FOR IMMEDIATE RELEASE Indianapolis, Indiana, July 18, 1988 - Baldwin & Lyons, Inc. announced today that it is withdrawing its application before several state insurance departments to increase from 10% to 20% its interest in USLICO Corporation. Mr. Jack Aldin, Chairman of Baldwin & Lyons, stated that he believed the Chairman and the President of USLICO would welcome the additional investment. Subsequently, USLICO strenuously opposed the applications. Mr. Aldin said that it is Baldwin & Lyons' policy to be a supportive investor, and that the hostility of USLICO's management makes continued pursuit of the matter by Baldwin & Lyons not appropriate. Page 6 of 6 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. BALDWIN & LYONS, INC. - --------------------- By: __________________________________ G. Patrick Corydon Vice President (Finance) and Treasurer Date: July 22, 1988 PROTECTIVE INSURANCE COMPANY - ---------------------------- By: ____________________________________ G. Patrick Corydon Vice President (Finance) Date: July 22, 1988 OMB Number: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response...14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* USLICO CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 903297109 (CUSIP Number) G. Patrick Corydon, 3100 North Meridian, Indianapolis, Indiana 46208 (317) 925-3501 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) May 31, 1991 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 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 ("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). SCHEDULE 13D CUSIP No. 903297109 Page 2 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Baldwin & Lyons, Inc. - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------- 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) [ ] N/A - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION - ----------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 1,069,317* BENEFICIALLY -------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON -------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 1,069,317* -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,069,317 - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] N/A - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! *Includes shares held by Protective Insurance Company CUSIP No. 903297109 Page 3 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Protective Insurance Company - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------- 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) [ ] N/A - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - ----------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,069,317 SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING --------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,069,317 --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,069,317 - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] N/A - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.8% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IC - ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 5 Pages This Amendment No. 2 to the Schedule 13D filed on May 16, 1988 by Baldwin & Lyons, Inc. and Protective Insurance Company, both Indiana corporations, with respect to their holdings in the Common Stock of USLICO, amends Item 4 of the Schedule 13D. Item 4. Purpose of Transaction. ---------------------- Item 4 of the Schedule 13D is hereby amended supplementally as follows: Baldwin & Lyons and Protective Insurance Company have determined to sell their holdings of the common stock of USLICO. Depending on price conditions and other factors, the sales may occur at one time or from time to time and may be made in the open market or in privately negotiated transactions. SIGNATURES 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. BALDWIN & LYONS, INC. - --------------------- By: __________________________________ John C. Aldin Chairman of the Board and Chief Executive Officer Date: May 31, 1991 PROTECTIVE INSURANCE COMPANY - ---------------------------- By: __________________________________ John C. Aldin Chairman of the Board and Chief Executive Officer Date: May 31, 1991 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response...14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 ) USLICO CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 903297109 (CUSIP Number) G. Patrick Corydon 1099 North Meridian, Indianapolis, IN 46204 (317)636-9800 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 14, 1992 (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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 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 ("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). SCHEDULE 13D CUSIP No. 903297109 Page 2 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Baldwin & Lyons, Inc. - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________ 4 SOURCE OF FUNDS* N/A - ----------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] N/A - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - ----------------------------------------------------------------- 7 SOLE VOTING POWER *914,419 NUMBERS OF --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH *914, 419 --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 914,419 - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] N/A - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON BC - ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! *Shares held by wholly owned subsidiary Protective Insurance Company (see page 3 of 5). SCHEDULE 13D CUSIP No. 903297109 Page 3 of 5 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Protective Insurance Company - ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ----------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] N/A - ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - ----------------------------------------------------------------- 7 SOLE VOTING POWER 914,419 NUMBER OF --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 914, 419 --------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 914,419 - ----------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] N/A - ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% - ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC - ----------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 903297109 Page 4 of 5 Pages This Amendment No. 3 to the Schedule 13D filed on May 16, 1988 by Baldwin & Lyons, Inc. and Protective Insurance Company, both Indiana corporations, with respect to their holdings in the common stock of USLICO, amends Item 5 of the Schedule 13D. Item 5. Interest in Securities of the Issuer ------------------------------------ Item 5 of the Schedule 13D is hereby amended supplementally as follows: (a) Baldwin & Lyons beneficially owns 914,419 shares, representing approximately 8.5% of the Common Stock outstanding. Protective, Baldwin & Lyons' wholly-owned subsidiary, owns directly all of the 914,419 shares discussed above, which includes 850,462 shares of the Common Stock and $2,005,000 par value of 8% convertible subordinated debentures of USLICO, convertible into 63,957 shares at a conversion price of $31.35 per share. (b) Baldwin & Lyons, through Protective, has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of the 914,419 shares it beneficially owns. (c) The following sales have been made within the past sixty (60) days through broker-assisted transactions in the open market: (1) On December 14, 1992, Protective sold 94,5000 shares at a price per share of $18.25, exclusive of commissions. (2) On January 15, 1993, Protective sold 11,000 shares at a price per share of $19.25, exclusive of commissions. SIGNATURES 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. BALDWIN & LYONS, INC. - --------------------- By:____________________________ G. Patrick Corydon Vice President, Finance Date: January 18, 1993 PROTECTIVE INSURANCE COMPANY - ----------------------------- By:____________________________ G. Patrick Corydon Vice President, Finance Date: January 18, 1993 -----END PRIVACY-ENHANCED MESSAGE-----