-----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, WqAcgGK405tHfVwCp6C4fyjIvowOIDx3AffKWw5GHvFcdet7QTOjspQUT5EsQxm7 +g6VjaR/Ffbtj+Wx+aWs6Q== 0000719241-97-000070.txt : 19971117 0000719241-97-000070.hdr.sgml : 19971117 ACCESSION NUMBER: 0000719241-97-000070 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971114 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ACCEPTANCE CORP /IN/ CENTRAL INDEX KEY: 0000937965 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 351739977 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51283 FILM NUMBER: 97722011 BUSINESS ADDRESS: STREET 1: 1025 ACUFF ROAD CITY: BLOOMINGTON STATE: IN ZIP: 47404 BUSINESS PHONE: 8128763555 MAIL ADDRESS: STREET 1: 1025 ACUFF ROAD CITY: BLOOMINGTON STATE: IN ZIP: 47404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONSECO INC CENTRAL INDEX KEY: 0000719241 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 351468632 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11825 N PENNSYLVANIA ST CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: 3175736100 MAIL ADDRESS: STREET 1: 11825 N PENNSYLVANIA ST CITY: CARMEL STATE: IN ZIP: 46032 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY NATIONAL OF INDIANA CORP DATE OF NAME CHANGE: 19840207 SC 13D/A 1 AMENDMENT NO. 2 TO SCH 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) GENERAL ACCEPTANCE CORPORATION ---------------------------------------- (Name of Issuer) Common Stock -------------------------------------- (Title of Class of Securities) 368749107 -------------------------------------- (CUSIP Number) John J. Sabl 11825 N. Pennsylvania Street Carmel, Indiana 46032 (317) 817-6029 -------------------------------------- (Name, Address, Telephone Number of Persons Authorized to Receive Notices and Communications) November 14, 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 Statement and is filing this Statement because of Rule 13d-1(b)(3) or (4), check the following box. [ ] This filing contains 9 pages. The Exhibit Index appears on page n/a. CUSIP No......................................................368749107 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON..............Capitol American Life Insurance Company S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON..................34-1083130 - -------------------------------------------------------------------------------- 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 Arizona - -------------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER 3,333,333 Shares __________________________________________________ Beneficially 8. SHARED VOTING POWER 0 Owned By __________________________________________________________________ Each 9. SOLE DISPOSITIVE POWER 3,333,333 Reporting __________________________________________________________________ Person With 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,333,333 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IC 2 CUSIP No. 368749107 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON. . . . . . . . . . . . . . . . Conseco, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. . . . . 35-1468632 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS NA - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - -------------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER 0 Shares - -------------------------------------------------------------------------------- Beneficially 8. SHARED VOTING POWER 3,333,333 Owned By - -------------------------------------------------------------------------------- Each 9. SOLE DISPOSITIVE POWER 0 Reporting - -------------------------------------------------------------------------------- Person With 10. SHARED DISPOSITIVE POWER 3,333,333 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,333,333 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC 3 CUSIP No. ............................................368749107 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON..................................CIHC, Incorporated S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 51-0356511 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 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) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- Number of 7. SOLE VOTING POWER 0 Shares __________________________________________________________________ Beneficially 8. SHARED VOTING POWER 3,333,333 Owned By __________________________________________________________________ Each 9. SOLE DISPOSITIVE POWER 0 Reporting __________________________________________________________________ Person With 10. SHARED DISPOSITIVE POWER 3,333,333 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,333,333 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC 4 Item 1. Security and Issuer. This Amendment No. 2 to Schedule 13D is being filed by Capitol American Life Insurance Company ("Capitol American"), Conseco, Inc. ("Conseco") and CIHC, Incorporated, ("CIHC") relating to the Common Stock, no par value (the "Common Stock"), of General Acceptance Corporation, an Indiana corporation (the "Company"). Capitol American is a wholly-owned subsidiary of CIHC. CIHC is a wholly- owned subsidiary of Conseco. The Company's principle executive offices are located at 1025 Acuff Road, Bloomington, Indiana 47404. Item 2. Identity and Background. Except as indicated below , the information previously filed pursuant to Item 2 of this Schedule 13D, as amended, is unchanged: John J. Sabl, whose business address is 11825 N. Pennsylvania Street, Carmel, Indiana 46032, is Executive Vice President and General Counsel of Capitol American and a director of Capitol American. Mr. Sabl is also Executive Vice President, General Counsel and Secretary of Conseco. Mr. Sabl is also a director of CIHC and an executive officer and director of certain other subsidiaries of Conseco. Item 3. Source and Amount of Funds or Other Consideration. The information previously filed pursuant to Item 3 of this Schedule 13D, as amended, is unchanged. Item 4. Purpose of Transaction. As previously reported in Item 4 to this Schedule 13D, as amended, the purpose of Capitol American, Conseco and CIHC in having Capitol American and Conseco make their respective investments in the Company was for investment purposes. Capitol American and Conseco continue to monitor their respective investments in the Company with a view to assisting the Company in such manner as Capitol American and Conseco deem appropriate in order to preserve and increase the value of such investments. 5 Accordingly, in response to a proposal by Conseco and after detailed consideration by a Special Committee of the Board of Directors of the Company convened for that purpose and by the Board of Directors of the Company, on November 4, 1997: (a) Malvin L. Algood resigned as the Chairman of the Board of Directors and Chief Executive Officer of the Company and Russell Algood, the President and Chief Operating Officer of the Company, resigned from his position as the Chief Operating Officer of the Company. Mr. Malvin L. Algood will remain an employee of the Company and Mr. Russell Algood will continue as the President of the Company. (b) The Board of Directors of the Company elected James J. Larkin, a Director of the Company and an officer and employee of Conseco Services, LLC, a subsidiary of Conseco, as the Chairman of the Board of Directors and Chief Executive Officer of the Company and James Terrell, an employee of Conseco Services, LLC, as the Chief Operating Officer of the Company. Messrs. Larkin and Terrell will both retain their positions with Conseco Services LLC, but will be required to spend 75% and 100% of their time, respectively on the Company's business operations. (c) In connection with the services to be rendered to the Company by Messrs. Larkin and Terrell, the Board of Directors of the Company authorized the Company to enter into an agreement or agreements with Conseco Services, LLC pursuant to which the Company would reimburse Conseco Services, LLC for a portion of the compensation and employee benefits of Messrs. Larkin and Terrell not to exceed an amount equal to $27,000 per month plus out-of-pocket expenses. (d) The Board of Directors of the Company authorized the establishment of a Management Committee of the Company, consisting of the Chief Executive Officer, as Chairman, the President, the Chief Operating Officer and the Chief Financial Officer, to determine, by majority vote of the members of such committee, all significant management decisions with respect to the operation of the Company's business. It is contemplated that appropriate amendments to the bylaws of the Company, (the "Bylaw Amendments") will be adopted to effect the foregoing. 6 It is also contemplated that in connection with the foregoing, the Stockholders' Agreement among the Company, Conseco, Capitol American and certain individual stockholders of the Company (the "Algood Stockholders") referred to in Item 6 of this Schedule 13D will be further amended (the "November 1997 Stockholders' Agreement Amendment"), among other things: (a) To confirm that, effective September 16, 1997, the Board of Directors of the Company would consist of eight members, three of which would be designated by Conseco and three of which would be individuals unaffiliated with Conseco or the Algood Stockholders and approved by a majority of the directors designated by Conseco and a majority of the directors designated by the Algood Stockholders. (b) To modify the restrictions on the transfer of Common Stock of the Company by the Algood Stockholders prior to April 11, 1998, to provide, with certain exceptions, to require the Algood Stockholders in the aggregate to continue to own at least 51% of the Common Stock of the Company until April 11, 2000. In addition, in connection with the foregoing and consistent with the Company's intention to discontinue its operation of the used car lots operated by the Company, the Board of Directors of the Company, acting on the recommendation of the Special Committee referred to above, authorized the sale of certain used car lots owned by the Company to an entity controlled by Mr. Russell Algood. Item 5. Interest in Securities of the Issuer. The information previously filed pursuant to Item 5 of this Schedule 13D, as amended, is unchanged. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information previously filed pursuant to Item 6 of this Schedule 13D, as amended, is unchanged except that it is contemplated the Bylaw Amendments referred to in Item 4 above will be effected and that the November 1997 Stockholders' Agreement Amendment referred to Item 4 above will be entered into. 7 Item 7. Material to Be Filed as Exhibits. The information previously filed pursuant to Item 7 of this Schedule 13D, as amended, is unchanged. 8 SIGNATURES After reasonable Inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: November 14, 1997 Capitol American Life Insurance Company By: /s/ DONALD F. GONGAWARE ------------------------------- Name: Donald F. Gongaware Title: President Conseco, Inc. By: /s/ DONALD F. GONGAWARE ------------------------------- Name: Donald F. Gongaware Title: Executive Vice President CIHC, Inc. By: /s/ WILLIAM T. DEVANNEY, JR. ------------------------------- Name: William T. Devanney, Jr. Title: Vice President 9 -----END PRIVACY-ENHANCED MESSAGE-----