General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Schedule 13D for Merrymeeting, Inc. 11 61K
2: EX-1 Credit Agreement 34 124K
3: EX-2 Share Purchase Agreement 21 63K
4: EX-3 Plan and Agreement of Merger 40 146K
5: EX-4 Joint Filing Agreement 1 7K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Frontier Adjusters of America, Inc.
-----------------------------------
(Name of Issuer)
Shares of Common Stock
------------------------------
(Title of Class of Securities)
359050-10-1
--------------
(CUSIP Number)
Stephen A. Markus, Esq.
Ulmer & Berne LLP
1300 East 9th Street, Suite 900
Cleveland, Ohio 44114-1583
(216) 621-8400
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 2, 2001
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The 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. 359050-10-1 Page 2 of 11 Pages
--------------------- ------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrymeeting, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
BK, WC
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,258,513
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,258,513
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,258,513
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.7%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
--------------------- ------------------
CUSIP NO. 359050-10-1 Page 3 of 11 Pages
--------------------- ------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IVM Intersurer BV
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
--------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,629,257
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,629,257
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,629,257
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (1)
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.3%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
----------
1. IVM Intersurer BV, a Netherlands holding company ("IVM"), is a 50%
shareholder of Merrymeeting, Inc., a Delaware corporation ("MMI"), which
owns 5,258,513 shares of Frontier Adjusters of America, Inc., an Arizona
corporation ("Frontier"). This amount includes only 2,629,257 shares, or
50%, of the Frontier shares held by MMI. IVM disclaims any beneficial
interest in the other 2,629,256 shares of Frontier held by MMI, which are
not included in Item No. 11 above. This report shall not be deemed an
admission that IVM is the beneficial owner of such securities for purposes
of Section 16 or for any other purpose.
SCHEDULE 13D
--------------------- ------------------
CUSIP NO. 359050-10-1 Page 4 of 11 Pages
--------------------- ------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick Enthoven
--------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
South Africa
--------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,629,257
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,629,257
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,629,257
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (1)
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.3%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
----------
1. Patrick Enthoven is the Chief Executive of Insurance Operations (but is not
a shareholder) of IVM, which is a 50% shareholder of MMI, which owns
5,258,513 shares of Frontier. This amount includes only 2,629,257 shares,
or 50%, of the Frontier shares held by MMI. Mr. Enthoven disclaims any
beneficial interest in the other 2,629,256 shares of Frontier held by MMI,
which are not included in Item No. 11 above. This report shall not be
deemed an admission that Mr. Enthoven is the beneficial owner of such
securities for purposes of Section 16 or for any other purpose.
SCHEDULE 13D
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CUSIP NO. 359050-10-1 Page 5 of 11 Pages
--------------------- ------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John M. Davies
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
7 SOLE VOTING POWER
500
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,629,257
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 500
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,629,257
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,629,257
--------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (1)
--------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.4%
--------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
----------
1. John M. Davies is a 50% shareholder of MMI, which owns 5,258,513 shares of
Frontier. This amount includes only 2,629,257 shares, or 50%, of the
Frontier shares held by MMI. Mr. Davies disclaims any beneficial interest
in the other 2,629,256 shares of Frontier held by MMI, which are not
included in Item No. 11 above. This report shall not be deemed an admission
that Mr. Davies is the beneficial owner of such securities for purposes of
Section 16 or for any other purpose.
SCHEDULE 13D
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CUSIP NO. 359050-10-1 Page 6 of 11 Pages
--------------------- ------------------
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to the common stock,
$0.01 par value (the "Common Stock") of Frontier, which has its principal
executive offices located at 45 East Monterey Way, Phoenix, Arizona 85012. The
purpose of this filing is to reflect the sale by United Financial Adjusting
Company ("UFAC") of its majority interest in Frontier to MMI and to report the
proposal of a merger transaction to take Frontier private.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed collectively by MMI; IVM, by virtue of its
ownership of 50% of the outstanding share capital of MMI; Patrick Enthoven, by
virtue of the delegation to him by IVM of voting and dispositive powers in
connection with the Common Stock beneficially owned by IVM; and John M. Davies,
by virtue of his ownership of 50% of the outstanding share capital of MMI,
pursuant to their agreement to the collective filing of this Statement. Each of
the aforementioned entities and individuals are referred to herein individually
as a "Reporting Person" and collectively as "Reporting Persons."
1. MMI
c/o Ulmer & Berne LLP
1300 East 9th Street, Suite 900
Cleveland, Ohio 44114-1583.
MMI is a newly formed Delaware corporation the purpose of which is to hold
the shares of Common Stock purchased by MMI from UFAC. MMI's outstanding
share capital is owned 50% by IVM and 50% by John M. Davies. Its officers
and directors are Patrick Enthoven, John M. Davies and Jeffrey R. Harcourt.
MMI has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). MMI
has not, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction that has
resulted in MMI being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
2. IVM
Strawinskylaan 1725
1007 XX Amsterdam
The Netherlands
IVM is a Netherlands holding company that specializes in investing in
insurance-related businesses. The outstanding share capital of IVM is owned
by the _____________ Trust (the "Taro Trust"), a Liechtenstein trust.
IVM has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). IVM
has not, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction that has
resulted in IVM being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
3. (a) Patrick Enthoven
(b) c/o Ulmer & Berne LLP, 1300 East 9th Street, Suite 900, Cleveland,
Ohio 44114-1583.
(c) Patrick Enthoven has served as Chief Executive of Insurance Operations
of IVM Intersurer BV since July 1993 and as a Director of MMI since
April 2001.
(d) Patrick Enthoven has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Patrick Enthoven has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction that has resulted in Mr. Enthoven being subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Patrick Enthoven is a citizen of South Africa.
SCHEDULE 13D
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CUSIP NO. 359050-10-1 Page 7 of 11 Pages
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4. (a) John M. Davies
(b) c/o Ulmer & Berne LLP, 1300 East 9th Street, Suite 900, Cleveland,
Ohio 44114-1583.
(c) John M. Davies has been associated with Frontier as a director since
April 1999, as Chairman of the Board since January 2000 and as Chief
Executive Officer and President since November 2000. Since June 1999,
Mr. Davies has also served as President of Netrex LLC located at 270
South Service Road, Suite 45, Melville, New York 11747-2339. Since
April 2001, Mr. Davies has also served as Chairman of the Board,
President and CEO of MMI and MM Merger Corporation, a Delaware
corporation and a wholly-owned subsidiary of MMI ("MM Merger"), and a
director of MM Merger, located at c/o Ulmer & Berne LLP, 1300 East 9th
Street, Suite 900, Cleveland, Ohio 44114-1583.
(d) John M. Davies has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) John M. Davies has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction that has resulted in Mr. Davies being subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) John M. Davies is a citizen of the United States.
5. (a) Jeffrey R. Harcourt
(b) c/o Frontier Adjusters of America, Inc., 45 East Monterey Way,
Phoenix, Arizona 85012
(c) Jeffrey R. Harcourt has served as Chief Financial Officer of Frontier
since August 1999, as a director of Frontier since April 1999, as
Treasurer of Frontier since January 2000 and as Secretary of Frontier
since April 2001. Since April 2001, Mr. Harcourt has also served as
Chief Financial Officer, Secretary and Treasurer of MMI and MM Merger,
and a director of MM Merger.
(d) Jeffrey R. Harcourt has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Jeffrey R. Harcourt has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction that has resulted in Mr. Harcourt being subject
to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Jeffrey R. Harcourt is a citizen of the United States.
6. Taro Trust (full name and place of formation will be filed by amendment)
P.O. Box 827
Staedtle 36
FL-9490 Vaduz
Liechtenstein
Taro Trust is managed by Guyerzeller Bank in Zurich, Switzerland. Its
purpose is to hold investments and other property.
Taro Trust has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Taro Trust has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
that has resulted in Taro Trust being subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
SCHEDULE 13D
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CUSIP NO. 359050-10-1 Page 8 of 11 Pages
--------------------- ------------------
7. (a) Herman Hein Scholton
(b) Velasqezstraat 11, 1077 NG Amsterdam, The Netherlands.
(c) Herman Hein Scholton serves as a Managing Director of IVM and as a
director of Scholco Beheer en Management B.V., located at
Strawinskylaan 1725, 1077 XX Amsterdam, The Netherlands.
(d) Herman Hein Scholton has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Herman Hein Scholton has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction that has resulted in Herman Hein Scholton being
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
(f) Herman Hein Scholton is a citizen of The Netherlands.
8. (a) Sjoerd Willem Beelen
(b) Strawinskylaan 1725, 1077 XX Amsterdam, The Netherlands.
(c) Sjoerd Willem Beelen serves as a Managing Director of IVM and as an
attorney and account manager with Citco Nederland B.V., located at
Strawinskylaan 1725, 1077 XX Amsterdam, The Netherlands.
(d) Sjoerd Willem Beelen has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Sjoerd Willem Beelen has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction that has resulted in Sjoerd Willem Beelen being
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
(f) Sjoerd Willem Beelen is a citizen of The Netherlands.
9. (a) Monique Charlotte Rosenkotter-Donken
(b) Strawinskylaan 1725, 1077 XX Amsterdam, The Netherlands.
(c) Monique Charlotte Rosenkotter-Donken serves as a Managing Director of
IVM and as an attorney with Citco Nederland B.V., located at
Strawinskylaan 1725, 1077 XX Amsterdam, The Netherlands.
(d) Monique Charlotte Rosenkotter-Donken has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Monique Charlotte Rosenkotter-Donken has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction that has resulted in
Monique Charlotte Rosenkotter-Donken being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Monique Charlotte Rosenkotter-Donken is a citizen of The Netherlands.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 2, 2001, MMI purchased 5,258,513 shares of common stock of Frontier (the
"Shares") from UFAC for an aggregate consideration of $8,330,000. MMI financed
the purchase of the shares with working capital and with the proceeds of a
credit facility from Fifth Third Bank ("Bank") and Fifth Third Bank
(Northeastern Ohio) ("Bank - NE") (collectively, "Banks"). Pursuant to the terms
SCHEDULE 13D
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CUSIP NO. 359050-10-1 Page 9 of 11 Pages
--------------------- ------------------
and conditions of a certain Credit Agreement dated April 30, 2001 ("Credit
Agreement") by and among MMI and the Banks, Banks have made term loans to MMI in
the aggregate principal amount of $8,000,000 (each a "Loan," collectively, the
"Loans") to fund the acquisition of the Shares. The Loans include the following:
(1) $4,000,000 term loan by Bank - NE to MMI secured by a pledge of the stock
acquired from UFAC and a blanket lien on all of the assets of MMI;
(2) $1,000,000 term loan by Bank - NE to MMI secured by a blanket lien on all
of the assets of MMI; and
(3) $3,000,000 term loan by Bank to MMI not secured by a blanket lien on all of
the assets of MMI.
The Loans are also secured by a collateral assignment of a certain life
insurance policy on the life of John M. Davies. The Loans are guaranteed by (i)
John M. Davies and his spouse, Allyn; and (ii) MM Merger. The guaranty by MM
Merger is secured by a lien on all of its assets. Following the completion of
the merger, it is anticipated that the Loans will be redocumented, with the
Banks taking a lien on all of Frontier's assets.
Principal payments on Loans (1) and (2) are due and payable in equal monthly
installments in immediately available funds at the principal office of Bank - NE
on the last day of each month in arrears, beginning on February 28, 2002 with a
final payment of principal due on April 30, 2006.
Interest will accrue on the principal amount of Loan (1) at the Bank Prime Rate
plus 125 basis points and on Loan (2) at the Bank Prime Rate plus 175 basis
points; provided that if the merger with Frontier is not completed by September
30, 2001, the rate on Loan (2) increases to 21% and if the merger is completed
by then, the rate on Loan (2) drops to the Bank Prime Rate plus 125 basis
points. Interest payments will be made in immediately available funds at the
principal office of Bank - NE on the last day of each month in arrears,
beginning with May 2001 and continuing during the term of the Loan. The entire
principal amount of Loans (1) and (2), plus all accrued and unpaid interest and
any other charges, advances, or fees required to be paid, will be due and
payable on April 30, 2006.
Interest will accrue on Loan (3) at the rate of 21% per annum. Interest payments
will be made in immediately available funds at the principal office of the Bank
on the last day of each month in arrears, beginning on the last day of May 2001
and continuing during the term hereof. The entire principal amount of Loan (3),
plus all accrued and unpaid interest and any other charges, advances or fees
required to be paid, will be due and payable on October 30, 2003.
Also, IVM has loaned MMI the principal sum of $1 million, with interest at a
rate per annum equal to the Bank Prime Rate less 100 basis points, which rate
will be adjusted on October 31, 2001 and on April 30th and October 31st of each
calendar year thereafter (with such rate to be in effect for the entire six
month period until the next adjustment date). The entire principal amount and
all accrued and unpaid interest will be due and payable on the earlier of: (i)
upon demand by IVM; provided, however, that IVM will not make such demand if
such action or the payment of amounts due under the note would constitute a
default under any agreement or note evidencing the Loans described above; or
(ii) April 30, 2008. All amounts due under the note are expressly subordinated
to all obligations and indebtedness due and owing by MMI to the Banks and any
affiliates of such banks and any successor senior lender.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to a share purchase agreement dated April 27, 2001, MMI purchased the
Shares for investment purposes on May 2, 2001. In addition, MMI has proposed to
take Frontier private through a cash-out merger with MM Merger. Frontier's Board
of Directors has unanimously approved this proposal and Frontier, MMI and MM
Merger have entered into a Plan and Agreement of Merger (the "Merger
Agreement"). Under the Merger Agreement, each outstanding share of common stock
of Frontier (other than the shares held by MMI) would be exchanged for the right
to receive $1.58 in cash. This merger is subject to approval by the shareholders
of Frontier. Frontier expects to present the proposed merger for approval at a
special meeting of Frontier's shareholders to be called for this purpose. No
date has been set for this meeting. In due course, Frontier will file with the
SEC the proxy materials and any other related documents pertinent to the
proposed merger.
SCHEDULE 13D
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CUSIP NO. 359050-10-1 Page 10 of 11 Pages
--------------------- -------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Merrymeeting, Inc.:
(a) Aggregate number of shares beneficially owned: 5,258,513
Percentage of shares: 58.7%
(b) Number of shares subject to sole voting power: 0
Number of shares subject to shared voting power: 5,258,513
Number of shares subject to sole dispositive power: 0
Number of shares subject to shared dispositive power: 5,258,513
IVM Intersurer BV:
(a) Aggregate number of shares beneficially owned: 2,629,257
Percentage of shares: 29.3%
(b) Number of shares subject to sole voting power: 0
Number of shares subject to shared voting power: 2,629,257
Number of shares subject to sole dispositive power: 0
Number of shares subject to shared dispositive power: 2,629,257
Patrick Enthoven:
(a) Aggregate number of shares beneficially owned: 2,629,257
Percentage of shares: 29.3%
(b) Number of shares subject to sole voting power: 0
Number of shares subject to shared voting power: 2,629,257
Number of shares subject to sole dispositive power: 0
Number of shares subject to shared dispositive power: 2,629,257
John M. Davies:
(a) Aggregate number of shares beneficially owned: 2,629,757
Percentage of shares: 29.4%
(b) Number of shares subject to sole voting power: 500
Number of shares subject to shared voting power: 2,629,257
Number of shares subject to sole dispositive power: 500
Number of shares subject to shared dispositive power: 2,629,257
(c) Except as described in this Item 5 and in Item 4 and Item 6
hereof, none of the Reporting Persons has effected any
transactions in the Shares during the past sixty (60) days.
(d) N/A
(e) N/A
SCHEDULE 13D
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CUSIP NO. 359050-10-1 Page 11 of 11 Pages
--------------------- -------------------
None of Jeffrey R. Harcourt, The Taro Trust, Herman Hein Scholton, Sjoerd Willem
Beelen and Monique Charlotte Rosenkotter-Donken have sole or shared voting or
dispositive power over any shares of Frontier.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Reporting Persons are not aware of any contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
Frontier, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, except to the extent that the Shares have been used as
collateral against one Loan.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Credit Agreement
Exhibit 2 - Share Purchase Agreement dated April 27, 2001, by and among UFAC, as
Seller, MMI, as Buyer, and Frontier.
Exhibit 3 - Plan and Agreement of Merger dated April 27, 2001, by and among
Frontier, MMI and MM Merger.
Exhibit 4 - Joint Filing Agreement dated as of May 14, 2001, by and among the
Reporting Persons.
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.
MERRYMEETING, INC., a Delaware corporation
By: /s/ John M. Davies
--------------------------------------------
Name: John M. Davies
Title: President
IVM INTERSURER BV, a Netherlands corporation
By: /s/ Patrick Enthoven
--------------------------------------------
Name: Patrick Enthoven
Title: Chief Advisor of Insurance Operations
/s/ Patrick Enthoven
-----------------------------------------------
Patrick Enthoven
/s/ John M. Davies
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Date: May 14, 2001 John M. Davies
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (See 18 U.S.C. 1001)
Dates Referenced Herein and Documents Incorporated by Reference
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Filing Submission 0000950147-01-500875 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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