UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 3 )
Name of Issuer: Merchants Group Inc.
Title of Class of Securities: Common
Cusip Number: 588539106
Name, Address and Telephone Number of Person authorized to receive
notices and communications: Kevin Handwerker, General Counsel,
c/o Neuberger Berman, 605 Third Avenue, NY, NY 10158
Date of Event which requires Filing of this statement: October 30, 2001
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(b)(3) or (4), check
the following box 0
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).
SCHEDULE 13 D
CUSIP NO. 588539106
1.Name of Reporting Person
S.S. or IRS identification NO. of Above Person
Marvin C. Schwartz
SS # 085-32-5709
2.Check the appropriate box if a member of a group*
a 0
b 0
3. Sec use only
4.Source of funds*
P.F.O.O.
5.Check Box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)
0
6. Citizenship or place of organization
U.S.A.
7. Sole Voting Power
107,700
8.Shared voting power
0
9.Sole dispositive power
107,700
10. Shared dispositive power
0
11. Aggregate amount beneficially owned by each reporting person
107,700
12.Check box if the aggregate amount in row 11 excludes certain shares*
0
13. Percent of class represented by amount in row 11.
4.86%
14.Type of reporting person*
IN
ITEM 1 Security and Issuer
This statement related to the common stock (the "shares") of
Merchants Group Inc. (the "Company"). The Address of the principal
executive offices of the company is 250 Main Street, Buffalo, NY 14202.
ITEM 2 Identity and Background
A) The name of the individual filing this statement is
Marvin C. Schwartz
B) The business address of Marvin C. Schwartz is: c/o Neuberger Berman, LLC,
605 Third Avenue, New York, New York 10158-3698.
C) Marvin C. Schwartz is a Managing Director of Neuberger Berman, LLC,
a limited liability company organized under the laws of the
State of Delaware. Neuberger Berman, LLC is a registered broker/dealer
and registered investment advisor which conducts a general
brokerage, dealer and investment advisory business. This filing is
made by Mr. Schwartz individually and not in his
capacity as Managing Director of Neuberger Berman, LLC.
The shares are held individually by Mr. Schwartz and others.
The firm of Neuberger Berman, LLC has no voting or dispositive
power regarding these shares.
D) During the last five years Marvin C. Schwartz has not been convicted
in a criminal proceeding(excluding traffic violations or similar
misdemeanors).
E) During the last five years Marvin C. Schwartz has not been a party to a
civil proceeding as a result of which he is subject to judgement,
decree or order enjoining future violations of or prohibiting
or mandating activited subject to Federal or State securities laws
or finding any violation with respect to such laws.
F) Marvin C. Schwartz is a United States citizen.
ITEM 3 Source and Amounts of Funds
Marvin C. Schwartz now owns 107,700 Shares for his
personal account.
ITEM 4 Purpose of Transaction
Marvin C. Schwartz purchased the shares for investment purposes only.
He does not have any plans or proposals which relate to or
would result in any of the activities or matters referred to in paragraphs
(a) through (j), inclusive of item 4 of Schedule 13D.
ITEM 5 Interest in Securities of the Issuer
A) Marvin C. Schwartz is the beneficial owner of 107,700
shares which represents 4.86% of the 2,217,852 shares outstanding.
B) Marvin C. Schwartz has the sole power to dispose of 107,700 shares
and has shared dispositive power with regard to 0
shares. Marvin C. Schwartz has sole voting power with regard to 107,700
shares and has shared voting power with regard to 0 shares.
C) During the 60 days surrounding the event triggering this filing,
Marvin C. Schwartz effected 6 open market transactions in the shares.
The trade dates and prices are noted below:
Trade Date B/S Shares Price
10/30/01 S 4,000 21.65
10/30/01 S 20,000 21.65
10/30/01 S 18,900 21.65
10/30/01 S 13,000 21.65
10/30/01 S 16,000 21.65
10/30/01 S 19,400 21.65
ITEM 6 Contracts, Agreements, Understandings or Relationship with Respect to
Securities of Issuer
There are no agreements, contracts or understandings of any kind between
Marvin C. Schwartz and any other person with regard to the shares or the issuer.
ITEM 7 Material to be filed as Exhibits
There are no materials to be filed as exhibits.
Certification
By signing below I certify that, to the best of my 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.
Signatures
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated:
Marvin C. Schwartz