SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
FIRST NATIONAL OF NEBRASKA, INC. (Name of Issuer) |
COMMON STOCK, PAR VALUE $5.00 PER SHARE (Title of Class of Securities) |
335720108 (CUSIP Number) |
BRUCE R. LAURITZEN FIRST NATIONAL OF NEBRASKA, INC. 1620 Dodge Street Omaha, NE 68197 (402) 341-0500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
January 31, 2002 (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(e), 13d-1(f) or 13d-1(g) check the following box / /
Page 1 of 12 Pages
CUSIP No. 335720108 | 13D | Page 2 of 12 Pages |
1. | Name of Reporting Person. I.R.S. Identification No. of Above Person (entities only) | |||||
Elizabeth D. Lauritzen |
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2. | Check the Appropriate Box if a Member | (a) | /x/ | |||
of a Group (See Instructions) | (b) | / / | ||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) | |||||
OO |
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5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / | |||||
6. | Citizenship or Place of Organization | |||||
USA |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
52,286 |
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8. | Shared Voting Power | |||||
34,854 |
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9. | Sole Dispositive Power | |||||
52,286 |
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10. | Shared Dispositive Power | |||||
34,854 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
87,140 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / | |||||
13. | Percent of Class Represented by Amount in Row (11) | |||||
26.05% |
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14. | Type of Reporting Person (See Instructions) | |||||
IN |
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CUSIP No. 335720108 | 13D | Page 3 of 12 Pages |
1. | Name of Reporting Person. I.R.S. Identification No. of Above Person (entities only) | |||||
Bruce R. Lauritzen |
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2. | Check the Appropriate Box if a Member | (a) | /x/ | |||
of a Group (See Instructions) | (b) | / / | ||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) | |||||
OO |
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5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / | |||||
6. | Citizenship or Place of Organization | |||||
USA |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
94,469 |
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8. | Shared Voting Power | |||||
12,756 |
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9. | Sole Dispositive Power | |||||
94,469 |
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10. | Shared Dispositive Power | |||||
200 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
123,741 (1) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / | |||||
13. | Percent of Class Represented by Amount in Row (11) | |||||
36.99% |
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14. | Type of Reporting Person (See Instructions) | |||||
IN |
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(1) Includes an additional 16,516 shares held by The Helen Roberts Trust for the Benefit of Bruce R. Lauritzen of which he is a beneficiary and, as such, has a right to receive dividends and sale proceeds.
CUSIP No. 335720108 | 13D | Page 4 of 12 Pages |
1. | Name of Reporting Person. I.R.S. Identification No. of Above Person (entities only) | |||||
Lauritzen Corporation 47-0444651 |
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2. | Check the Appropriate Box if a Member | (a) | /x/ | |||
of a Group (See Instructions) | (b) | / / | ||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) | |||||
OO |
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5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / | |||||
6. | Citizenship or Place of Organization | |||||
NE |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
0 |
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8. | Shared Voting Power | |||||
71,888 |
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9. | Sole Dispositive Power | |||||
0 |
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10. | Shared Dispositive Power | |||||
71,888 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
71,888 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / | |||||
13. | Percent of Class Represented by Amount in Row (11) | |||||
21.49% |
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14. | Type of Reporting Person (See Instructions) | |||||
CO |
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CUSIP No. 335720108 | 13D | Page 5 of 12 Pages |
1. | Name of Reporting Person. I.R.S. Identification No. of Above Person (entities only) | |||||
FirstLine Insurance Services, Inc. 47-0817405 |
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2. | Check the Appropriate Box if a Member | (a) | /x/ | |||
of a Group (See Instructions) | (b) | / / | ||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) | |||||
OO |
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5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / | |||||
6. | Citizenship or Place of Organization | |||||
NE |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
0 |
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8. | Shared Voting Power | |||||
11,708 |
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9. | Sole Dispositive Power | |||||
0 |
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10. | Shared Dispositive Power | |||||
11,708 |
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11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
11,708 |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / | |||||
13. | Percent of Class Represented by Amount in Row (11) | |||||
3.50% |
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14. | Type of Reporting Person (See Instructions) | |||||
CO |
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ITEM 2. IDENTITY AND BACKGROUND
Item 2 of Schedule 13D is amended in its entirety to read as follows:
The persons listed in Numbers 1, 2, 3 and 4 below are the persons filing this Amendment No. 11 to Schedule 13D. A copy of their written agreement relating to this filing is included as Exhibit A hereto.
The information required by Instruction C to Schedule 13D with respect to the executive officers and directors of Lauritzen Corporation is listed below:
The following sets forth as to each of the directors and executive officers of the Lauritzen Corporation: his name and his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is the Lauritzen Corporation,
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the business address of which is One First National Center, Omaha, Nebraska 68102, and each such individual is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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 law or finding any violation with respect to such laws.
DIRECTORS OF LAURITZEN CORPORATION AND PRESENT PRINCIPAL OCCUPATIONS OR EMPLOYMENT |
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Bruce R. Lauritzen |
Chairman, Member of the Executive Committee and a Director of FNNI; Chairman and a Director of the Bank |
|
Elizabeth D Lauritzen | Housewife | |
Daniel K. O'Neill | Executive Vice President, Lauritzen Corporation and a Director of FNNI | |
EXECUTIVE OFFICERS OF THE LAURITZEN CORPORATION AND POSITIONS |
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Bruce R. Lauritzen |
President |
|
Elizabeth D. Lauritzen | Secretary | |
Daniel K. O'Neill | Executive Vice President, Lauritzen Corporation | |
Neil A. Stanley | Vice President, Lauritzen Corporation | |
Joseph R. Ramaeker | Treasurer, Lauritzen Corporation |
The following sets forth as to each of the directors and executive officers of the FirstLine Insurance Services, Inc.: his name and his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is the FirstLine Insurance Services, Inc., the business address of which is One First National Center, Omaha, Nebraska 68102, and each such individual is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final
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order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.
DIRECTORS OF FIRSTLINE INSURANCE SERVICES, INC. AND PRESENT PRINCIPAL OCCUPATIONS OR EMPLOYMENT |
||
Bruce R. Lauritzen |
Chairman, Member of the Executive Committee and a Director of FNNI; Chairman and a Director of the Bank |
|
Daniel K. O'Neill | Executive Vice President, Lauritzen Corporation and a Director of FNNI | |
Larry Johnson | President, FirstLine Insurance Services, Inc. | |
Joseph R. Ramaeker | Treasurer, FirstLine Insurance Services, Inc. and Treasurer, Lauritzen Corporation | |
Scott Hill | Second Vice President, Lauritzen Corporation | |
EXECUTIVE OFFICERS OF FIRSTLINE INSURANCE SERVICES, INC. AND POSITIONS |
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Larry Johnson |
President, FirstLine Insurance Services, Inc. |
|
Larry Neppl | Vice President and Secretary, FirstLine Insurance Services, Inc. | |
Daniel K. O'Neill | Vice President, FirstLine Insurance Services, Inc., Executive Vice President, Lauritzen Corporation and a Director of FNNI | |
Joseph R. Ramaeker | Treasurer, FirstLine Insurance Services, Inc. and Treasurer, Lauritzen Corporation |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The transaction by which FirstLine Insurance Services, Inc. acquired 11,708 FNNI shares from Lauritzen Corporation, as further described Item 4 herein, was structured as a tax-free spin off, and as such there was no consideration for the transaction. In addition, the distribution of 4,922 FNNI shares from the John R. Lauritzen estate to the John R. Lauritzen Marital Trust for the benefit of Elizabeth D. Lauritzen was made without consideration.
ITEM 4. PURPOSE OF TRANSACTION
On January 31, 2002, Lauritzen Corporation completed a reorganization whereby it formed a wholly-owned subsidiary, Lauritzen Investments Incorporated. As part of this reorganization, Lauritzen Corporation transferred 11,708 FNNI shares to FirstLine Insurance Services, Inc., a wholly-owned subsidiary of Lauritzen Investments Incorporated. Subsequently, Lauritzen Corporation distributed all of its stock holdings in Lauritzen Investments Incorporated to the holders of common stock of Lauritzen Corporation, thereby spinning off Lauritzen Investments Incorporated. In addition, on February 5, 2002, 4,922 FNNI shares were distributed from the estate of John R. Lauritzen to the John R. Lauritzen Marital Trust for the benefit of Elizabeth D. Lauritzen.
Depending upon the results of operations and other facts and circumstances then existing, including evaluation of the business and prospects of FNNI, availability of funds, alternative uses for funds and investments to which the funds of such reporting person may be dedicated and general market conditions, one or more of the reporting persons may make additional investments in FNNI, but at the present time, except as described in this Item 4, none of Elizabeth D. Lauritzen, Bruce R. Lauritzen, Lauritzen Corporation or FirstLine Insurance Services, Inc. has any plans or proposals which relate to or would result in:
Page 8 of 12
4,160 FNNI shares from United of Omaha Life Insurance Company and 1,000 FNNI shares from Giltner Investment Partnership, Ltd., with each such agreement being conditioned upon the receipt of certain regulatory approvals;
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of Schedule 13D is amended in its entirety to read as follows:
The following table sets forth the beneficial ownership of FNNI shares for each person named in Item 2. Unless otherwise indicated in the footnotes, each such person has sole power to vote or to direct the vote and sole power to dispose or direct the disposition of such FNNI shares.
Name |
Amount and Nature of Beneficial Ownership |
Percent of Shares |
||
---|---|---|---|---|
Elizabeth D. Lauritzen | 87,140 | (1)(5) | 26.05% | |
Bruce R. Lauritzen | 123,741 | (2)(3)(4)(5) | 36.99% | |
Lauritzen Corporation | 71,888 | (3)(5) | 21.49% | |
FirstLine Insurance Services, Inc. | 11,708 | (4)(5) | 3.50% |
Page 9 of 12
On January 31, 2002, in connection with a reorganization of Lauritzen Corporation, FirstLine Insurance Services, Inc. acquired 11,708 FNNI shares from Lauritzen Corporation without consideration. On February 5, 2002, 4,922 FNNI shares were distributed from the estate of John R. Lauritzen to the John R. Lauritzen Marital Trust for the benefit of Elizabeth D. Lauritzen without consideration.
Page 10 of 12
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Lauritzen Corporation has entered into an agreement to acquire 4,160 FNNI shares from United of Omaha Life Insurance Company, subject to certain regulatory approvals. A copy of this agreement is included as Exhibit B. Lauritzen Corporation has entered into an agreement to acquire 1,000 FNNI shares from Giltner Investment Partnership Ltd., subject to certain regulatory approvals. A copy of this agreement is included as Exhibit C.
Other than set forth above, none of Elizabeth D. Lauritzen, Bruce R. Lauritzen, Lauritzen Corporation or FirstLine Insurance Services, Inc. are party to any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of FNNI, including, but not limited to, transfer or voting of any such securities, finders fees, joint ventures, loans or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed as Exhibits to this Amendment No. 11 to Schedule 13D:
A. Second Amended and Restated Joint Filing Agreement of Elizabeth D. Lauritzen, Bruce R. Lauritzen, Lauritzen Corporation and FirstLine Insurance Services, Inc., dated February 6, 2002.
B. United of Omaha Agreement
C. Giltner Agreement
Page 11 of 12
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: February 6, 2002
/s/ ELIZABETH D. LAURITZEN Elizabeth D. Lauritzen |
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/s/ BRUCE R. LAURITZEN Bruce R. Lauritzen |
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LAURITZEN CORPORATION |
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By: |
/s/ DANIEL K. O'NEILL Daniel K. O'Neill, Executive Vice President |
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FIRSTLINE INSURANCE SERVICES, INC. |
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By: |
/s/ DANIEL K. O'NEILL Daniel K. O'Neill, Vice President |
Page 12 of 12 Pages