-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SdVBivybVbxprJVb4PHVXXxOj/TJTS3sU1Y2wtdRWWN84Ey3/SpBxxrlCrbIGppI 4huxxFrLlBaQryi7wbujxg== 0000950142-99-000793.txt : 19991101 0000950142-99-000793.hdr.sgml : 19991101 ACCESSION NUMBER: 0000950142-99-000793 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991029 GROUP MEMBERS: INSURANCE GENPAR (BERMUDA) MGP, L.P. GROUP MEMBERS: INSURANCE GENPAR (BERMUDA) MGP, LTD. GROUP MEMBERS: INSURANCE GENPAR (BERMUDA), L.P. GROUP MEMBERS: INSURANCE GENPAR MGP, INC. GROUP MEMBERS: INSURANCE GENPAR MGP, L.P. GROUP MEMBERS: INSURANCE GENPAR, L.P. GROUP MEMBERS: INSURANCE PARTNERS LP GROUP MEMBERS: INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P. GROUP MEMBERS: INSURANCE PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANNUITY & LIFE RE HOLDINGS LTD CENTRAL INDEX KEY: 0001051628 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53943 FILM NUMBER: 99737661 BUSINESS ADDRESS: STREET 1: VICTORIA HALL STREET 2: VICTORIA STREET, PO BOX HM 1262 CITY: HAMILTON, HM BERMUDA BUSINESS PHONE: 4412951422 MAIL ADDRESS: STREET 1: VICTORIA HALL, VICTORIA STREET STREET 2: PO BOX HM 1262, HAMILTON, HM FX CITY: BERMUDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE PARTNERS LP CENTRAL INDEX KEY: 0001012376 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133753044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908500 MAIL ADDRESS: STREET 1: 201 MAIN STREET CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- AMENDMENT NO. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 ----------------------- Annuity and Life Re (Holdings), Ltd. (Name of Issuer) Common Shares, par value $1.00 (Title of Class of Securities) G03910109 (CUSIP Number) ----------------------- Insurance Partners Advisors, L.P. 54 Thompson Street New York, NY 10012 Attention: Robert A. Spass Tel. No.: (212) 965-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- October 25, 1999 (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 statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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). ================================================================================ Page 1 of 19 Pages SCHEDULE 13D CUSIP NO. G03910109 Page 2 of 19 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 -- Contributions from partners 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 7 SOLE VOTING POWER NUMBER OF -0- shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER -0- shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. G03910109 Page 3 of 19 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 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 7 SOLE VOTING POWER NUMBER OF -0- shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER -0- shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON PN (1) Solely in its capacity as the general partner of Insurance Partners, L.P. SCHEDULE 13D CUSIP NO. G03910109 Page 4 of 19 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar MGP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 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 7 SOLE VOTING POWER NUMBER OF -0- shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER -0- shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON PN (1) Solely in its capacity as the general partner of Insurance Genpar, L.P., which is the general partner of Insurance Partners, L.P. SCHEDULE 13D CUSIP NO. G03910109 Page 5 of 19 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar MGP, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 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 7 SOLE VOTING POWER NUMBER OF -0- shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER -0- shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO (1) Solely in its capacity as the general partner of Insurance GenPar MGP, L.P., which is the general partner of Insurance GenPar, L.P., which is the general partner of Insurance Partners, L.P. SCHEDULE 13D CUSIP NO. G03910109 Page 6 of 19 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance Partners Offshore (Bermuda), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 -- Contributions from partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF -0- shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER -0- shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. G03910109 Page 7 of 19 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar (Bermuda), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF -0- shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER -0- shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON PN (1) Solely in its capacity as the general partner of Insurance Partners Offshore (Bermuda), L.P. SCHEDULE 13D CUSIP NO. G03910109 Page 8 of 19 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar (Bermuda) MGP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF -0- shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER -0- shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON PN (1) Solely in its capacity as the general partner of Insurance GenPar (Bermuda), L.P., which is the general partner of Insurance Partners Offshore (Bermuda), L.P. SCHEDULE 13D CUSIP NO. G03910109 Page 9 of 19 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar (Bermuda) MGP, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF -0- shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER -0- shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO (1) Solely in its capacity as the general partner of Insurance GenPar (Bermuda) MGP, L.P., which is the general partner of Insurance GenPar (Bermuda), L.P., which is the general partner of Insurance Partners Offshore (Bermuda), L.P. Page 10 of 19 Pages Item 1. Security and Issuer. This Amendment No. 1 amends and supplements the statement on Schedule 13D filed on July 15, 1998 and relates to the Common Shares, par value $1.00 per share, of Annuity and Life Re (Holdings), Ltd. (the "Company"). This Amendment is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The address of the principal executive offices of the Company is Victoria Hall, Victoria Street, P.O. Box HM1262, Hamilton HM FX, Bermuda. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and supplemented by the addition thereof of the following: "(a) As of the date of this Amendment No. 1 to Schedule 13D, the Reporting Persons no longer own Common Shares of the Company. (b) Not applicable. (c) On October 25, 1999, Insurance Partners, L.P. and Insurance Partners Offshore (Bermuda), L.P. (collectively, the "Sellers"), Overseas Partners Ltd. ("Overseas") and the Company executed a Stock Purchase Agreement (the "Agreement") pursuant to which Overseas paid the Sellers $38,315,610.50 for a total of 1,773,050 Common Shares (the "Shares") and $906,250.00 for a total of 125,000 class B warrants of the Company (the "Warrants"). The closing of the purchase of the Shares and Warrants took place on October 26, 1999. In addition, pursuant to the Agreement, the Sellers assigned their rights and obligations under two registration rights agreements, one between Insurance Partners, L.P. and the Company and the other between Insurance Partners Offshore (Bermuda), L.P. and the Company, to Overseas. The Sellers also assigned their right, pursuant to a letter agreement with the Company, to designate one director of the Company, to Overseas. (d) Not applicable. (e) As of October 26, 1999, the Reporting Persons no longer beneficially own Common Shares of the Company. Accordingly, this Amendment No. 1 to Schedule 13D constitutes the final amendment." Page 11 of 19 Pages Item 7. Material to be filed as Exhibits. Exhibit Number Description - ------ ----------- Exhibit 4 Joint Filing Agreement. Page 12 of 19 Pages SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 29, 1999 INSURANCE PARTNERS, L.P., a Delaware limited partnership By: Insurance GenPar, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR, L.P., a Delaware limited partnership By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President Page 13 of 19 Pages INSURANCE GENPAR MGP, L.P., a Delaware limited partnership By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR MGP, INC., a Delaware corporation By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President Page 14 of 19 Pages INSURANCE GENPAR (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA) MGP, L.P., a Bermuda corporation By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA) MGP, LTD., a Bermuda corporation By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President Page 15 of 19 Pages EXHIBIT INDEX Exhibit Sequential Number Description Page Number ------ ----------- ----------- Exhibit 4 Joint Filing Agreement. 16 EX-4 2 EXHIBIT 4 Page 16 of 19 Pages Exhibit 4 Agreement Relating to Joint Filing of Statement on Schedule 13D This will confirm the agreement by and between the undersigned that the Amendment No. 1 to the Schedule 13D (the "Statement") filed on or about this date with respect to the beneficial ownership by the undersigned of common shares, $1.00 par value per share, of Annuity Life and Re (Holdings), Ltd. is being filed on behalf of the undersigned. Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, that each person on whose behalf the Statement is filed is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in one or more counterparts by each of the undersigned, and each of which, taken together, shall constitute one and the same instrument. Date: October 29, 1999 INSURANCE PARTNERS, L.P., a Delaware limited partnership By: Insurance GenPar, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President Page 17 of 19 Pages INSURANCE GENPAR, L.P., a Delaware limited partnership By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR MGP, L.P., a Delaware limited partnership By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR MGP, INC., a Delaware corporation By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President Page 18 of 19 Pages INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA) MGP, L.P., a Bermuda corporation By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President Page 19 of 19 Pages INSURANCE GENPAR (BERMUDA) MGP, LTD., a Bermuda corporation By: /s/ Robert A. Spass ------------------- Name: Robert A. Spass Title: President -----END PRIVACY-ENHANCED MESSAGE-----