* 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).
|
1
|
NAMES OF REPORTING PERSONS:
Peter R. Kellogg
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
N/A
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
200,000
|
|
8
|
SHARED VOTING POWER:
7,198,294
|
|
9
|
SOLE DISPOSITIVE POWER:
200,000
|
|
10
|
SHARED DISPOSITIVE POWER:
7,198,294
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,398,294
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
19.08%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
Goose Creek Capital, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
81-4619377
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
N/A1
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Wyoming
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
5,774,800
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
5,774,800
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,774,800
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14.90%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
|
|
|
|
|
|
1 Goose Creek
Capital, Inc. has not purchased any shares directly and does not own any shares directly.
|
1
|
NAMES OF REPORTING PERSONS:
Cynthia Kellogg
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
N/A
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
1,208,994
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
1,208,994
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,208,994
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.12%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
Kellogg Family Trust
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
37-6495327
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Florida
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
200,000
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
200,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
200,000
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.52%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
Myth & Barnegat Restoration Society
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
45-5575835
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of New Jersey
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
10,000
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
10,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,000
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.03%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
Kirkland Trust "A"
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
65-6147584
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of New Jersey
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
4,500
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
4,500
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,500
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.01%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
IAT Reinsurance Company Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
98-0121674
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
5,774,800
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
5,774,800
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,774,8002
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14.90%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
|
|
|
|
|
|
2 IAT Reinsurance
Company Ltd. owns 2,449,800 shares directly.
|
1
|
NAMES OF REPORTING PERSONS:
Harco National Insurance Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
13-6108721
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Illinois
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
700,000
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
700,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
700,000
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.81%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
TransGuard Insurance Company of America, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
36-3529298
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Illinois
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
550,000
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
550,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
550,000
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.42%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
Commercial Alliance Insurance Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
76-0560701
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Texas
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
150,000
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
150,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
150,000
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.39%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
Acceptance Indemnity Insurance Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
47-0719425
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Nebraska
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
600,000
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
600,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
600,000
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.55%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
Acceptance Casualty Insurance Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
47-0792732
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Nebraska
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
150,000
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
150,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
150,000
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.39%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
Occidental Fire & Casualty Company of North Carolina
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
84-0513811
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of North Carolina
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
565,000
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
565,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
565,000
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.46%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
Wilshire Insurance Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
56-1507441
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of North Carolina
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
400,000
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
400,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
400,000
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.03%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS:
International Fidelity Insurance Company
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
22-1010450
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
þ
(b)
¨
|
|
3
|
SEC USE ONLY:
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO (See Item 3)
|
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e):
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
State of New Jersey
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
0
|
|
8
|
SHARED VOTING POWER:
210,000
|
|
9
|
SOLE DISPOSITIVE POWER:
0
|
|
10
|
SHARED DISPOSITIVE POWER:
210,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
210,000
|
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS):
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.54%
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
|
|
|
|
|
|
EXPLANATORY
NOTE
Certain
common shares, par value $0.01 per share (the "Common Shares"), of Nam Tai Property Inc., a British Virgin Islands
corporation (the "Issuer"), to which this Schedule 13D relates were previously reported by the Reporting Persons
on a Schedule 13G filed with the Securities and Exchange Commission.
Item 1.
Security and Issuer
This
statement on Schedule 13D (this "Statement") relates to the Common Shares of the Issuer, which has its principal
executive offices at Nam Tai Estate, No. 2, Namtai Road, Gushu Community, Xixiang Township, Baoan District, Shenzen City, Guangdong
Province, People's Republic of China. The Issuer's Common Shares are traded on the New York Stock Exchange under the stock symbol
"NTP".
Item
2. Identity and Background
This
Statement is being filed jointly by:
|
|
·
|
Goose Creek Capital,
Inc.;
|
|
|
·
|
IAT Reinsurance
Company Ltd.;
|
|
|
·
|
Myth & Barnegat
Restoration Society;
|
|
|
·
|
Harco National
Insurance Company;
|
|
|
·
|
TransGuard Insurance
Company of America, Inc.;
|
|
|
·
|
Commercial Alliance
Insurance Company;
|
|
|
·
|
Acceptance Indemnity
Insurance Company;
|
|
|
·
|
Acceptance Casualty
Insurance Company;
|
|
|
·
|
Occidental Fire
& Casualty Company of North Carolina;
|
|
|
·
|
Wilshire Insurance
Company; and
|
|
|
·
|
International Fidelity
Insurance Company
|
(collectively,
the "Reporting Persons").
Mr.
Kellogg is a private investor. Mr. Kellogg's address is 17 Middle Sound Road, Palm Beach, FL 33480. Mr. Kellogg is a citizen of
the United States of America. Mr. Kellogg has served on the Issuer's Board of Directors since June 2000 and currently serves on
the Issuer's Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee. Mr. Kellogg has sole voting
power for the shares held by the following individuals and entities (the "Kellogg Family Group"):
|
|
·
|
Cynthia Kellogg,
a citizen of the United States of America with address at 17 Middle Sound Road, Palm Beach, FL 33480;
|
|
|
·
|
Kellogg Family
Trust, a Florida trust with address at 17 Middle Sound Road, Palm Beach, FL 33480;
|
|
|
·
|
Myth & Barnegat
Restoration Society, a New Jersey social welfare organization with address at 48 Wall Street, 30th Floor, New York, NY 10043; and
|
|
|
·
|
Kirkland Trust
"A", a New Jersey trust with address at 17 Middle Sound Road, Palm Beach, FL 33480.
|
Goose
Creek Capital, Inc. is a Wyoming corporation ("Goose Creek"). Goose Greek's address is 1712 Pioneer Ave., Suite
500, Cheyenne, WY 82001. Mr. Kellogg is the sole holder of Goose Creek's voting stock. The economic interest of Goose Creek is
held entirely by Mr. Kellogg's family and certain family trusts.
IAT
Reinsurance Company Ltd. ("IAT") is a Cayman Islands insurance company. IAT's address is 702 Oberlin Road, Raleigh,
NC 27605. IAT is a wholly-owned subsidiary of Goose Creek. The following Reporting Persons are wholly-owned subsidiaries of IAT
(collectively with IAT, the "IAT Companies"):
|
|
·
|
Harco National
Insurance Company, an Illinois insurance company with address at 702 Oberlin Road, Raleigh, NC 27605;
|
|
|
·
|
TransGuard Insurance
Company of America, Inc., an Illinois insurance company with address at 702 Oberlin Road, Raleigh, NC 27605;
|
|
|
·
|
Commercial Alliance
Insurance Company, a Texas insurance company with address at 702 Oberlin Road, Raleigh, NC 27605;
|
|
|
·
|
Acceptance Indemnity
Insurance Company, a Nebraska insurance company with address at 702 Oberlin Road, Raleigh, NC 27605;
|
|
|
·
|
Acceptance Casualty
Insurance Company, a Nebraska insurance company with address at 702 Oberlin Road, Raleigh, NC 27605;
|
|
|
·
|
Occidental Fire
& Casualty Company of North Carolina, a North Carolina insurance company with address at 702 Oberlin Road, Raleigh, NC 27605;
|
|
|
·
|
Wilshire Insurance
Company, a North Carolina insurance company with address at 702 Oberlin Road, Raleigh, NC 27605; and
|
|
|
·
|
International Fidelity
Insurance Company, a New Jersey insurance company with address at 702 Oberlin Road, Raleigh, NC 27605.
|
The
name, business address, present principal occupation or employment (including the name, principal business and address of any corporation
or other organization in which such employment is conducted) and place of citizenship of each executive officer and director of
each Reporting Person (each of such directors and officers, a "Covered Person" and collectively, the "Covered
Persons") are set forth on Schedule A attached hereto, which is incorporated into this Item 2 by reference.
Neither
the Reporting Persons nor, to the Reporting Persons' knowledge, any Covered Person has during the last five years (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
Item
3. Source and Amount of Funds or Other Consideration
The
Kellogg Family Group has previously acquired an aggregate of 1,563,494 shares in open market transactions for a total of $12,619,787.33
solely from (a) personal funds with respect to Mr. Kellogg and Cynthia Kellogg, (b) trust assets with respect to Kellogg Family
Trust and Kirkland Trust "A" and (c) operating reserves with respect to Myth & Barnegat Restoration Society. Mr.
Kellogg also holds options to purchase 30,000 Common Shares, which were granted to Mr. Kellogg on July 29, 2016 as a director of
the Issuer.
The
IAT Companies have previously acquired an aggregate of 5,774,800 shares in open market transactions for a total of $35,446,796
solely from company funds (such funds being the assets of IAT Companies, but not characterized as working capital).
The
funds used by the Reporting Persons for acquiring Common Shares may at any given time include, or have included, funds borrowed
on margin in the ordinary course of business and on customary terms and conditions.
Item
4. Purpose of Transaction
The Reporting Persons
initially acquired the Common Shares reported in this Statement for investment purposes.
On July 20, 2020, IsZo
Capital Management LP (together with its affiliates "IsZo") issued a letter to shareholders of the Issuer, seeking
support to convene a Special Meeting of Shareholders for the purpose of removing certain directors of the Issuer and electing new
directors in their place.
Pursuant to Regulations
22 through 26 of the Issuer's Articles of Association, included in the Issuer's Charter, and under applicable British Virgin Islands
law, directors may convene meetings of shareholders at such times and in such manner and places as the directors consider necessary
or desirable, and the directors are required to convene such a meeting upon the written request of shareholders holding more than
30% of the votes of the Issuer's outstanding voting shares.
The Reporting Persons
believe that IsZo's request for a Special Meeting of Shareholders should be entertained and, consequently, the Reporting Persons
have executed (and caused the record owners of the shares that the Reporting Persons own beneficially to execute) a written request
for a meeting of the shareholder of the Company to be held.
As of the date hereof,
the Reporting Persons have not (and are not) committing to vote the shares that they own beneficially in favor (or against) the
proposals being made by IsZo at the Special Shareholders Meeting, assuming that it is called.
The Reporting Persons
will continue to assess the Issuer's situation and any further information that is provided by or on behalf of management of the
Issuer, IsZo and any other relevant sources in considering their position and voting intentions at the Special Shareholders Meeting,
assuming that it is called. The Reporting Persons will update this statement on Schedule 13D, as required by law, to report any
developments in their intentions regarding this matter or other matters with respect to the Issuer.
Other than as described
in this Item 4, or otherwise in this Statement, the Reporting Persons currently have no plan or proposal which relates to or would
result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Form Schedule 13D. Each of the Reporting Persons reserves
the right, in light of its, his or her ongoing evaluation of the Issuer's financial condition, business, operations and prospects,
the market price of the Common Shares, conditions in the securities markets generally, general economic and industry conditions,
its, his or her business objectives and other relevant factors, to change its, his or her plans and intentions at any time, as
the Reporting Person deems appropriate. In particular, and without limiting the generality of the foregoing, any one or more of
the Reporting Persons (and their respective affiliates) reserves the right, in each case subject to any applicable limitations
imposed on the sale of any of their Common Shares by the Securities Act of 1933, as amended, or other applicable law, to purchase
additional Common Shares or other securities of the Issuer or sell or transfer Common Shares or other securities beneficially owned
by them from time to time in public or private transactions.
Item
5. Interest in Securities of the Issuer
As of the close of
business on September 10, 2020, each the Reporting Persons may be deemed, individually, and the Reporting Persons may be deemed,
as a group, to beneficially own an aggregate of 7,398,294 Common Shares, which represents roughly 19.08% of the 38,764,991 shares
outstanding as of January 31, 2020, as disclosed in the Issuer's Annual Report on Form 20-F.
Mr. Kellogg has sole
dispositive power as to 200,000 shares, representing roughly 0.52% of the Common Shares. As a result of Mr. Kellogg's (a) rights
related to the Common Shares held by the Kellogg Family Group, (b) direct ownership of the shares of Goose Creek and (c) indirect
ownership of the shares of the IAT Companies, he may be viewed as having shared beneficial ownership of all of the shares of the
Issuer directly owned by the Reporting Persons and having shared voting power and shared dispositive power with respect to such
shares. Although the Common Shares owned by the IAT Companies may be deemed to be beneficially owned by Mr. Kellogg, the filing of this statement
should not be deemed an admission that Mr. Kellogg beneficially owns such shares or that Mr. Kellogg, Goose Creek or the IAT Companies
constitute a "group" with the meaning of Section 13(d) (3) of the Securities Exchange Act of 1934, and the rules and regulations thereunder.
Each of the Kellogg
Family Group individuals and entities hold the following shares directly:
|
Peter R. Kellogg
|
170,000
shares3
|
|
Cynthia Kellogg
|
1,208,994 shares
|
|
Kellogg Family Trust
|
200,000 shares
|
|
Myth & Barnegat Restoration Society
|
10,000 shares
|
|
Kirkland Trust "A"
|
4,500 shares
|
IAT has shared voting
power and shared dispositive power as to 5,774,800 shares representing 14.90% of the Common Shares. The ownership of the IAT Companies'
shares is as follows:
|
IAT
|
2,449,800 shares
|
|
Harco National Insurance Company
|
700,000 shares
|
|
TransGuard Insurance Company of America, Inc.
|
550,000 shares
|
|
Commercial Alliance Insurance Company
|
150,000 shares
|
|
Acceptance Indemnity Insurance Company
|
600,000 shares
|
|
Acceptance Casualty insurance Company
|
150,000 shares
|
|
Occidental Fire & Casualty Company of North Carolina
|
565,000 shares
|
|
Wilshire Insurance Company
|
400,000 shares
|
|
International Fidelity Insurance Company
|
210,000 shares
|
None of the Reporting
Persons has effected any transactions in the Common Shares in the past sixty days.
No other person is
known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, Common Shares reported in this Statement.
Item
6. Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer
Mr. Kellogg
has entered into oral understandings regarding the voting and dispositive power with respect to the Common Shares with each of
the other individuals and entities constituting the Kellogg Family Group. Pursuant to these understandings, each of Cynthia Kellogg,
Kellogg Family Trust, Myth & Barnegat Restoration Society and Kirkland Trust "A" has agreed that Mr. Kellogg shall
have voting and dispositive power with respect to all of the Common Shares owned by the Kellogg Family Group.
3 In addition,
Mr. Kellogg holds options to purchase 30,000 additional shares.
Except
as described in this Item 6, there are no contracts, arrangements, understandings or relationships among the Reporting Persons
or between the Reporting Persons and any other persons with respect to any securities of the Issuer.
Item
7. Material to be Filed as Exhibit
-
Exhibit 99.1 - Joint Filing Agreement and Power of Attorney
of the Reporting Persons
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.
Dated: September 11, 2020
|
|
/s/Peter R. Kellogg
|
|
|
Peter R. Kellogg
|
|
|
|
|
|
|
/s/Cynthia Kellogg
|
|
|
Cynthia Kellogg
|
|
|
|
|
|
|
Goose Creek Capital, Inc.
|
|
|
|
|
|
|
By:
|
/s/David Pirrung
|
|
|
Name: David Pirrung
|
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
|
IAT Reinsurance Company Ltd.
|
|
|
|
|
|
|
By:
|
/s/David Pirrung
|
|
|
Name: David Pirrung
|
|
|
Title: Chief Financial Officer
|
|
|
|
|
|
|
Kellogg Family Trust
|
|
|
|
|
|
|
By:
|
/s/Charles K. Kellogg
|
|
|
Name: Charles K. Kellogg
|
|
|
Title: Trustee
|
|
|
|
|
|
Kirkland Trust "A"
|
|
|
|
|
|
|
By:
|
/s/Cynthia Kellogg
|
|
|
Name: Cynthia Kellogg
|
|
|
Title: Trustee
|
|
|
|
|
|
|
Harco National Insurance Company
|
|
|
|
|
|
|
By:
|
/s/David Pirrung
|
|
|
Name: David Pirrung
|
|
|
Title: President
|
|
|
|
|
|
|
TransGuard Insurance Company of America, Inc.
|
|
|
|
|
|
|
By:
|
/s/David Pirrung
|
|
|
Name: David Pirrung
|
|
|
Title: President
|
|
|
|
|
|
|
Commercial Alliance Insurance Company
|
|
|
|
|
|
|
By:
|
/s/David Pirrung
|
|
|
Name: David Pirrung
|
|
|
Title: President
|
|
|
|
|
|
|
Acceptance Indemnity Insurance Company
|
|
|
|
|
|
|
By:
|
/s/David Pirrung
|
|
|
Name: David Pirrung
|
|
|
Title: President
|
|
|
|
|
|
|
Acceptance Casualty Insurance Company
|
|
|
|
|
|
|
By:
|
/s/David Pirrung
|
|
|
Name: David Pirrung
|
|
|
Title: President
|
|
|
|
|
|
|
Occidental Fire & Casualty Company of North Carolina
|
|
|
|
|
|
|
By:
|
/s/David Pirrung
|
|
|
Name: David Pirrung
|
|
|
Title: President
|
|
|
|
|
|
|
Wilshire Insurance Company
|
|
|
|
|
|
|
By:
|
/s/David Pirrung
|
|
|
Name: David Pirrung
|
|
|
Title: President
|
|
|
|
|
|
|
International Fidelity Insurance Company
|
|
|
|
|
|
|
By:
|
/s/David Pirrung
|
|
|
Name: David Pirrung
|
|
|
Title: President
|
|
|
|
|
|
|
Myth & Barnegat Restoration Society
|
|
|
|
|
|
|
By:
|
/s/Peter R. Kellogg
|
|
|
Name: Peter R. Kellogg
|
|
|
Title: Director
|
SCHEDULE A
Covered Persons
The following sets forth the name, position
and principal occupation of each Covered Person. Each of the Covered Persons is a citizen of the United States.
The business address of Peter R. Kellogg,
Cynthia Kellogg and each trustee of Kellogg Family Trust and Kirkland Trust "A" is 17 Middle Sound Road, Palm Beach,
FL 33480.
The business address of each director and
executive officer of Goose Creek Capital, Inc. ("Goose Creek") is 1712 Pioneer Ave., Suite 500, Cheyenne, WY 82001.
The business address of each director and
executive officer of IAT Reinsurance Company Ltd., Harco National Insurance Company, TransGuard Insurance Company of America, Inc.,
Commercial Alliance Insurance Company, Acceptance Indemnity Insurance Company, Acceptance Casualty Insurance Company, Occidental
Fire & Casualty Company of North Carolina, Wilshire Insurance Company and International Fidelity Insurance Company (collectively,
the "IAT Companies"). is 702 Oberlin Road, Raleigh, NC 27605.
The business address of each director
of Myth & Barnegat Restoration Society is 48 Wall Street, 30th Floor New York, NY 10005.
|
Name
|
Present Principal Occupation
|
Relationship to Reporting Persons
|
|
Peter R. Kellogg
|
Investor
|
Reporting Person
|
|
Director of Myth & Barnegat Restoration Society
|
|
Cynthia Kellogg
|
Investor
|
Reporting Person
|
|
Trustee of Kirkland Trust "A"
|
|
Charles K. Kellogg
|
Investor
|
President and Director of Goose Creek
|
|
Trustee of Kellogg Family Trust
|
|
Lee K. Sadrian
|
Investor
|
Director of Goose Creek
|
|
Trustee of Kellogg Family Trust
|
|
David G. Pirrung
|
CFO / President of each of the IAT Companies incorporated or organized in the United States ("US IAT Companies")
|
Director and CFO of Goose Creek
|
|
Director of each of the IAT Companies
|
|
CFO of IAT Reinsurance Company Ltd.
|
|
President of each of the US IAT Companies
|
|
Marguerite R. Gorman
|
Personal Assistant
|
Director of Goose Creek
|
|
Michael D. Blinson
|
Corporate Secretary of each of the IAT Companies
|
Director and Corporate Secretary of each of the IAT Companies
|
|
William E. Cunningham
|
CEO of IAT Reinsurance Company Ltd.
|
CEO of IAT Reinsurance Company Ltd.
|
|
Director of each of the IAT Companies
|
|
Kenneth C. Coon
|
SVP Business Development IAT Insurance Group
|
Director of each of the IAT Companies
|
|
Todd E. Bateson
|
EVP Commercial Transportation IAT Insurance Group
|
Director of each of the IAT Companies
|
|
Arthur S. Evangelist
|
VP Claims IAT Insurance Group
|
Director of each of the IAT Companies
|
|
Manish Chawla
|
VP Information Technology IAT Insurance Group
|
Director of each of the IAT Companies
|
|
David J. Jimenez
|
AVP Claims IAT Insurance Group
|
Director of each of the IAT Companies
|
|
Alisa L. Miller
|
Chief Human Resources Officer IAT Insurance Group
|
Director of each of the IAT Companies
|
|
Peter Wright
|
Investment Advisor
|
Director of Myth & Barnegat Restoration Society
|
|
Jon Younghans
|
Retired
|
Director of Myth & Barnegat Restoration Society
|
|
Sally Younghans
|
Retired
|
Director of Myth & Barnegat Restoration Society
|