Filing Details
- Accession Number:
- 0000950170-25-040633
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-16 20:00:00
- Filed By:
- Mutual Capital Group, Inc.
- Company:
- Icc Holdings Inc. (NASDAQ:ICCH)
- Filing Date:
- 2025-03-17
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Mutual Capital Group, Inc. | 0 | 0 | 0 | 0 | 0 | 0% |
| Mutual Capital Holdings, Inc. | 0 | 0 | 0 | 0 | 0 | 0% |
| Tuscarora Wayne Insurance Company | 0 | 0 | 0 | 0 | 0 | 0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
ICC HOLDINGS, INC (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
44931Q104 (CUSIP Number) |
Reiner R. Mauer 41908 Route 6, PO Box 7, Wyalusing, PA, 18853 (570) 746-9520 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/13/2025 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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. | 44931Q104 |
| 1 |
Name of reporting person
Mutual Capital Group, Inc. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PENNSYLVANIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 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 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | 44931Q104 |
| 1 |
Name of reporting person
Mutual Capital Holdings, Inc. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PENNSYLVANIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 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 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | 44931Q104 |
| 1 |
Name of reporting person
Tuscarora Wayne Insurance Company | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PENNSYLVANIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 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 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
ICC HOLDINGS, INC | |
| (c) | Address of Issuer's Principal Executive Offices:
225 20th Street, Rock Island,
ILLINOIS
, 61201. | |
Item 1 Comment:
This Amendment No. 1 amends the Schedule 13D (as amended, "Schedule 13D") initially filed by (i) Mutual Capital Group, Inc., a Pennsylvania corporation ("MCG"), (ii) Mutual Capital Holdings, Inc., a Pennsylvania corporation ("MCH") and subsidiary of MCG, and (iii) Tuscarora Wayne Insurance Company, a Pennsylvania corporation and indirect wholly-owned subsidiary of MCG ("Tuscarora", and together with MCG and MCH, the "Reporting Persons") with the Securities and Exchange Commission on June 14, 2024 with respect to the Common Stock of ICC Holdings, Inc. (the "Company"). Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of this Schedule 13D is hereby supplemented to include the following information:
On March 13, 2025, Mutual Capital Merger Sub, Inc., a Pennsylvania corporation ("Merger Sub"), a wholly owned subsidiary of MCG, merged with and into the Company with the Company continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of MCG (the "Merger"). Each outstanding share of Common Stock was converted into the right to receive $23.50 in cash.
On March 12, 2025, the Surviving Corporation notified The Nasdaq Stock Market LLC ("Nasdaq") of the anticipated closing of the Merger on March 13, 2025, and requested that Nasdaq delist the Common Stock after the close of trading on March 12, 2025. As a result, trading of the Common Stock on Nasdaq was suspended after the close of trading on March 12, 2025. On March 12, 2025, the Surviving Corporation also requested that Nasdaq file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Common Stock from Nasdaq and the deregistration of the Common Stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Following the effectiveness of the Form 25, the Surviving Corporation intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration of the Common Stock under Section 12(g) of the Exchange Act and suspend ICC Holdings, Inc.'s reporting obligations under Section 13 and Section 15(d) of the Exchange Act with respect to the Common Stock. As a result, the Common Stock will no longer be listed on Nasdaq. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, and following the Merger, the Reporting Persons did not directly or indirectly hold shares of the Issuer's Common Stock. However, as a result of the consummation of the Merger, MCG, as the ultimate parent of Merger Sub, may be deemed to beneficially own and share the power to vote and dispose of shares of the Surviving Corporation's Common Stock. | |
| (b) | The information set forth in Item 5(a) is incorporated herein by reference. | |
| (c) | The information set forth in Item 4 is incorporated herein by reference. | |
| (d) | Not applicable. | |
| (e) | As of March 13, 2025, and as a result of the Merger, the Reporting Presons ceased to be beneficial owners of more than five percent of the outstanding shares of the Issuer's Common Stock. | |
| 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.
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