Filing Details

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CUSIP No. 819047 101

Schedule 13D

Page 2  of 7 Pages

 

(1)       Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):   Alan R. Spachman
(2)        Check the Appropriate Box if a Member of a Group (See Instructions): (a) [  ] (b) [  ]
(3)         SEC Use Only:
(4)        Source of Funds (See Instructions):  PF
(5)        Check Box 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             770,564
	(8)       Shared Voting Power 1,166,666
	(9)       Sole Dispositive Power 770,564
	(10)      Shared Dispositive Power 1,166,666
(11)      Aggregate Amount Beneficially Owned by Each Reporting Person: 1,937,230
(12)      Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [  ]
(13)     Percent of Class Represented by Amount in Row (11): 9.7%*
(14)     Type of Reporting Person (See Instructions):              IN

 

 

CUSIP No. 819047 101

Schedule 13D

Page 3  of 7 Pages

(1)       Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):   The Hudson Investment Trust (25-6919256)
(2)       Check the Appropriate Box if a Member of a Group (See Instructions): (a) [  ] (b) [  ]
(3)       SEC Use Only:
(4)       Source of Funds (See Instructions):  AF
(5)       Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
(6)       Citizenship or Place of Organization:             Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	(7)       Sole Voting Power             0
	(8)       Shared Voting Power 1,000,000
	(9)       Sole Dispositive Power 0
	(10)     Shared Dispositive Power 1,000,000
(11)     Aggregate Amount Beneficially Owned by Each Reporting Person: 1,000,000
(12)     Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [  ]
(13)     Percent of Class Represented by Amount in Row (11): 5.0%*
(14)    Type of Reporting Person (See Instructions):            OO

CUSIP No. 819047 101

Schedule 13D

Page 4 of 7 Pages

CUSIP No. 819047 101

Schedule 13D

Page 5 of 7 Pages

The Spachman Trust, the McDermott Trust (each as defined herein) and the Hudson Trust acquired all shares directly and beneficially owned by each of them through transfers from Mr. Spachman and from trusts controlled by Mr. Spachman and/or his immediate family members.

Item 4 of the Schedule 13D is hereby amended by adding thereto the following:

On July 25, 2016, the Company announced that it had reached an agreement with American Financial Group, Inc., an Ohio corporation (“American Financial”), pursuant to which Great American Insurance Company (“Great American”), an Ohio corporation and wholly-owned subsidiary of American Financial, will acquire all of the outstanding Common Shares that are not currently owned by Great American (the “Merger”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Great American and GAIC Alloy, Inc., an Ohio corporation and wholly-owned subsidiary of Great American.

In connection with the execution of the Merger Agreement, on July 25, 2016, certain shareholders of the Company (including Mr. Spachman, the Spachman Trust, the McDermott Trust and the Hudson Trust, the “Shareholders”) entered into the Voting Agreement with the Company and Great American (the “Voting Agreement”).  The Voting Agreement provides that the Shareholders will, among other things, vote or cause to be voted their respective shares of Common Stock in favor of any proposal to approve the Merger and the Merger Agreement and against any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of the Voting Agreement or that could reasonably be expected to materially impede, interfere with or adversely affect the timely consummation of the Merger or the fulfillment of conditions to the Merger.  In addition, the Voting Agreement generally prohibits the Shareholders from initiating, joining or participating in litigation that seeks to prohibit, prevent or materially delay the closing of the Merger. 

The Voting Agreement will automatically terminate at the first to occur of (a) a written agreement among Great American and each Shareholder to terminate the Voting Agreement, (b) the effective time of the Merger, (c) the termination of the Merger Agreement in accordance with its terms, (d) any amendment, waiver or other modification to the Merger Agreement that is materially adverse to the Shareholder, (e) an Adverse Company Recommendation (as defined in the Merger Agreement) and (f) February 15, 2017.

The Voting Agreement contains material terms and conditions in addition to those described in this Schedule 13D.  A copy of the Voting Agreement is filed as Exhibit 99.1 hereto and incorporated herein by reference to such exhibit, and the foregoing description is qualified in its entirety by reference to the Voting Agreement.

 

 

CUSIP No. 819047 101

Schedule 13D

Page 6 of 7 Pages

Items 5(a), 5(b) and 5(d) of the Schedule 13D are hereby amended and restated in their entirety to read as follows:

(a)

As of the date hereof, Mr. Spachman indirectly beneficially owns 1,937,230 Common Shares, which represent 9.7% of the outstanding Common Shares based solely on information set forth in the Company’s most recently filed Quarterly Report on Form 10-Q, which reported that there were 19,925,875 Common Shares issued and outstanding as of the close of business on April 29, 2016.

(b)

Mr. Spachman has sole voting and dispositive power over 770,564 Common Shares directly and beneficially owned by the Alan R. Spachman Revocable Trust Under Deed Dated 5/23/2007 (the “Spachman Trust”), of which Mr. Spachman is the trustee.  Mr. Spachman shares with his spouse, Florence McDermott Spachman, voting and dispositive power over 166,666 Common Shares directly and beneficially owned by the Florence McDermott Spachman Revocable Trust (the “McDermott Trust”), of which Mrs. Spachman is the trustee.  Mr. Spachman shares with Glenmede voting and dispositive power over 1,000,000 Common Shares owned by the Trust.

(d)

Except as otherwise provided herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by Mr. Spachman.  The McDermott Trust has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares that it directly owns.  The Hudson Trust has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares that it directly owns.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding thereto the following:

The information set forth in Item 4 is hereby incorporated herein by reference in response to Item 6.

Item 7.  Material to be filed as Exhibits.

Item 7 is hereby amended by adding thereto the following:

Exhibit 99.1 – Voting Agreement, dated as of the date hereof, by and among Great American Insurance Company, National Interstate Corporation, Alan R. Spachman, The Hudson Investment Trust, the Alan R. Spachman Revocable Trust Under Deed Dated 5/23/2007, and the Florence McDermott Spachman Revocable Trust.

 

CUSIP No. 819047 101

Schedule 13D

Page 7 of  7 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.