RICHFIELD, Ohio Ownership and control of National Interstate Corporation may be up for grabs in the wake of a registration statement the company filed with the U.S. Securities and Exchange Commission late last month.

The registration covers the potential sale of 64 percent of the outstanding stock of National Interstate Corp., the parent company of leading motorcoach industry insurer, National Interstate Insurance Co. The sellers are National Interstate Corporations two largest stockholders.

Great American Insurance Co. of Cincinnati, Ohio, may sell the 10.2 million shares, or 52.6 percent of the outstanding stock, it owns. Great American is National Interstates majority shareholder and has been since the company went public four years ago (see Feb. 15, 2005, Bus & Motorcoach News).

National Interstate founder and chairman, Alan R. Spachman, and three trusts controlled by Spachman, could sell 2.39 million shares, or roughly 12.3 percent of the outstanding stock. At the time National Interstate went public, Spachman owned 16+ percent of the companys outstanding shares.

"The selling shareholders may sell their common shares from time to time, through public or private transactions, on or off the Nasdaq Global Select Market at prevailing market prices or at privately negotiated prices," says the National Interstate registration statement.

"The selling shareholders have sole discretion as to whether and on what terms to sell their common shares. The registration of the common shares covered by this prospectus does not necessarily mean that any or all of the common shares will be offered or sold by the selling shareholders."

Elsewhere in the registration statement, National Interstate says "the selling shareholders have advised us that there are currently no plans, arrangements or understandings between any selling shareholders and any underwriter, broker-dealer or agent regarding the sale of the common shares by the selling shareholders.

"Selling shareholders may decide not to sell all or a portion of the common shares offered by them pursuant to this prospectus."

The company will not receive any money from any shares that end up being sold by Great American, Spachman or the Spachman trusts.

As of last month, National Interstate Corp. had just under 19.4 million common shares outstanding. The stock has been selling at around $17 a share, down from a 52-week high of $25.59, but up from a low of $12.95 during the past year.

Separately, National Interstate announced its annual meeting will be April 29, at company headquarters in Richfield, and that four of its eight directors, whose terms expire this year, will stand for re-election. The four directors are: Joseph E. Jeff Consolino, Theodore H. Elliott Jr., Gary J. Gruber and Donald D. Larson.

Consolino has been a director since May 2006. He is executive vice president and chief financial officer of Validus Holdings Ltd., a Bermuda-based reinsurance company.

Elliott has been a director since 1989. He is a venture capitalist and chairman of Prime Capital Management Co.

Gruber has been a director since April 1991. He is senior vice president of Great American Insurance Co.

Larson also has been a director since April 1991. He served as National Interstates chairman from 1993 until 2004. He has been executive vice president and president, specialty group, for the Great American Property and Casualty Insurance Group since 1999.