UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. 2)
Acceptance Insurance Companies Inc.
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(Name of Issuer)
Common Stock, par value $0.40 per share
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(Title of Class of Securities)
004308102
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(CUSIP Number)
November 25, 2002
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
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CUSIP No. 004308102 13G Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bedford Oak Partners, L.P. 06-1504646
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
0
-----------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,403,500
OWNED BY
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,403,500
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,403,500
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.9%
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
-2-
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CUSIP No. 004308102 13G Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bedford Oak Advisors, LLC 13-4007124
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
-----------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,403,500
OWNED BY
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,403,500
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,403,500
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N/A
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.9%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
00
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
-3-
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CUSIP No. 004308102 13G Page 4 of 9 Pages
--------------------- ---------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harvey P. Eisen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
-----------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,403,500
OWNED BY
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,403,500
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,403,500
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N/A
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.9%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
-5-
This Amendment No. 2 on Schedule 13G (this "Amendment No. 2") amends,
supplements and restates the Schedule 13G which was filed on January 4, 2001, as
previously amended by Amendment No. 1, which was filed on February 12, 2002,
with respect to the Common Stock (as defined in Item 2(d) below) of Acceptance
Insurance Companies Inc. (the "Schedule 13G").
Item 1(a): Name of Issuer:
Acceptance Insurance Companies Inc. (the "Company").
Item 1(b): Address of Issuer's Principal Executive Offices:
535 West Broadway
Council Bluffs, Iowa 51503
Items 2(a) Name of Person Filing; Address of Principal
and 2(b): Business Office:
This statement is filed by and on behalf of (i) Bedford Oak
Partners, L.P., ("BOP") (ii) Bedford Oak Advisors, LLC
("BOA"), in its capacity as investment manager of BOP and
(iii) Harvey Eisen, in his capacity as managing member of
BOA. The principal business address of each reporting person
is 100 South Bedford Road, Mt. Kisco, New York, 10549.
2,403,500 shares of Common Stock which are the subject of
this statement are held directly by BOP.
Item 2(c): Citizenship:
BOP is a Delaware limited partnership.
BOA is a Delaware limited liability company.
Mr. Eisen is a United States citizen.
Item 2(d): Title of Class of Securities:
Common Stock, par value $0.40 per share ("Common Stock")
Item 2(e): CUSIP Number:
004308102
-6-
Item 3: If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4: Ownership:
As of the date of the event which requires the filing of
this statement:
A. BOP.
(a) Amount beneficially owned: BOP is deemed to have beneficial
ownership for purposes of Section 13(d) of the Securities
Exchange Act of 1934 ("Beneficial Ownership") of 2,403,500
shares of Common Stock. BOP shares voting and dispositive
power over its holdings of Common Stock with BOA and Mr.
Eisen.
(b) Percent of class: 16.9%. The percentages used herein and in
the rest of this Schedule 13G are calculated based upon
14,200,996 shares of Common Stock issued and outstanding as
of November 8, 2002, as reflected in the Company's Form 10-Q
for the period ended September 30, 2002.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 2,403,500
-7-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
2,403,500
B. BOA.
(a) Amount beneficially owned: BOA is deemed to have
Beneficial Ownership of 2,403,500 shares of Common
Stock by virtue of its position as investment manager
of BOP. BOA shares voting and dispositive power over
its holdings of Common Stock with BOP and Mr. Eisen.
(b) Percent of class: 16.9%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:
2,403,500
(iii) Sole power to dispose or direct the disposition:
-0-
(iv) Shared power to dispose or direct the
disposition: 2,403,500
C. Mr. Eisen.
(a) Amount beneficially owned: Mr. Eisen is deemed to have
Beneficial Ownership of 2,403,500 shares of Common
Stock by virtue of his position as the managing member
of BOA. Mr. Eisen shares voting and dispositive power
over his holdings of Common Stock with BOP and BOA.
(b) Percent of class: 16.9%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote:
2,403,500
(iii) Sole power to dispose or direct the disposition:
-0-
(iv) Shared power to dispose or direct the
disposition: 2,403,500
Item 5: Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6: Ownership of More than Five Percent on Behalf of Another
Person:
Other than as set forth herein, no other person is known to
have the right to receive or the power to direct the receipt
of dividends from, or proceeds from the sale of, the
securities reported in this Schedule 13G.
-8-
Item 7: Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
Not Applicable.
Item 8: Identification and Classification of Members of the Group:
Not Applicable.
Item 9: Notice of Dissolution of Group:
Not Applicable.
Item 10: Certification:
By signing below each of the undersigned certifies that, to
the best of the undersigned's knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
-9-
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 9, 2002
BEDFORD OAK PARTNERS, L.P.
By: BEDFORD OAK MANAGEMENT, LLC,
its general partner
By: /s/ Harvey P. Eisen
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Harvey P. Eisen
Chairman and Managing Member
BEDFORD OAK ADVISORS, LLC
By: /s/ Harvey P. Eisen
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Harvey P. Eisen
Chairman and Managing Member
/s/ Harvey P. Eisen
----------------------------------
Harvey P. Eisen