-----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, V6S1mKQnjhlOhw4dMj85HhnB6PT8yOVvi7pdWbIuDSvZ3ND01bNebSCuyCwRBxFX +34OT6Gl+PtY1Azci0bBsA== 0001013594-06-000150.txt : 20060214 0001013594-06-000150.hdr.sgml : 20060214 20060214172940 ACCESSION NUMBER: 0001013594-06-000150 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AFFIRMATIVE INSURANCE HOLDINGS INC CENTRAL INDEX KEY: 0001282543 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 752770432 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79966 FILM NUMBER: 06617625 BUSINESS ADDRESS: STREET 1: 4450 SOJOURN DRIVE STREET 2: SUITE 500 CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 972-728-6300 MAIL ADDRESS: STREET 1: 4450 SOJOURN DRIVE STREET 2: SUITE 500 CITY: ADDISON STATE: TX ZIP: 75001 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Luxor Capital Group, LP CENTRAL INDEX KEY: 0001316580 IRS NUMBER: 201394199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-583-4124 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 affirmative13ga-021406.txt FEBRUARY 14, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO.2)* Affirmative Insurance Holdings, Inc. (Name of Issuer) Common Stock, par value $.01 (Title of Class of Securities) 008272106 (CUSIP Number) December 31, 2005 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). (Continued on the Following Pages) 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Luxor Capital Partners, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 334,758 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 334,758 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 334,758 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Luxor Capital Partners Offshore, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 427,335 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 427,335 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,335 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Luxor Capital Group, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 886,667 7. SOLE DISPOSITIVE POWER 0 84. SHARED DISPOSITIVE POWER 886,667 95. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 886,667 60. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Luxor Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 886,667 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 886,667 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 886,667 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LCG Holdings, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 334,758 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 334,758 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 334,758 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Christian Leone 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 886,667 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 886,667 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 886,667 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% 12. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the shares of common stock (the "Common Stock") of Affirmative Insurance Holdings, Inc. (beneficially owned by the Reporting Persons identified below as of December 31, 2005, and amends and supplements the Schedule 13G originally filed on August 16, 2004, as amended (collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified. The names of the persons filing this statement on Schedule 13G are: - Luxor Capital Partners, LP, a Delaware limited partnership ("Onshore Fund"). - Luxor Capital Partners Offshore, Ltd., a Cayman Island exempted company ("Offshore Fund"). - Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital Group"). - Luxor Management, LLC, a Delaware limited liability company ("Luxor Management"). - LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings"). - Christian Leone, a United States Citizen ("Mr. Leone"). ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address of each of the Onshore Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 767 Fifth Avenue, 19th Floor, New York, New York 10153. The business address of the Offshore Fund is c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman Islands. ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: (i) The Onshore Fund beneficially owns 334,758 shares of Common Stock. (ii) The Offshore Fund beneficially owns 427,335 shares of Common Stock. (iii) Luxor Capital Group, as the investment manager of the Onshore Fund and the Offshore Fund, may be deemed to beneficially own the 762,093 shares of Common Stock held by them, and an additional 124,574 of Common Stock held in accounts that it separately manages. (iv) Luxor Management and Mr. Leone may each be deemed to be the beneficial owners of the shares of Common Stock beneficially owned by Luxor Capital Group. (v) LCG Holdings may be deemed to be the beneficial owner of the shares of Common Stock held by the Onshore Fund. (vi) Mr. Leone may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by LCG Holdings. (vii) Collectively, the Reporting Persons beneficially own 886,667 shares of Common Stock. (b) Percent of Class: (i) The Onshore Fund's beneficial ownership of 334,758 shares of Common Stock represents 2.2% of all of the outstanding shares of Common Stock. (ii) The Offshore Fund's beneficial ownership of 427,335 shares of Common Stock represents 2.9% of all of the outstanding shares of Common Stock. (iii) LCG Holdings' beneficial ownership of the 159,982 shares of Common Stock represents 2.2% of all of the outstanding shares of Common Stock. (iv) Luxor Capital Group's, Luxor Management's and Mr. Leone's beneficial ownership of 886,667 shares of Common Stock represents 5.9% of all of the outstanding shares of Common Stock. (v) Collectively, the Reporting Persons' beneficial ownership of 886,667 shares of Common Stock represents 5.9% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote of shares of Common Stock: The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 334,758 shares of Common Stock held by the Onshore Fund. The Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 427,335 shares of Common Stock held by the Offshore Fund. Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 124,574 shares of Common Stock beneficially owned by Luxor Capital Group through the separate accounts it manages. (iii) Sole power to dispose or to direct the disposition of shares of Common Stock: Not applicable. (iv) Shared power to dispose or to direct the disposition of shares of Common Stock: The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 334,758 shares of Common Stock beneficially held by the Onshore Fund. The Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 427,335 shares of Common Stock held by the Offshore Fund. Luxor Capital Group, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 124,574 shares of Common Stock beneficially owned by Luxor Capital Group through the separate accounts it manages. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its or his 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. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: February 14, 2006 LUXOR CAPITAL PARTNERS, LP By: LCG Holdings, LLC, as General Partner By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LUXOR CAPITAL PARTNERS OFFSHORE, LTD. By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LUXOR CAPITAL GROUP, LP By: Luxor Management, LLC, as General Partner By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LCG HOLDINGS, LLC By: /s/ Elena Cimador ----------------- Elena Cimador, CFO LUXOR MANAGEMENT, LLC By: /s/ Elena Cimador ----------------- Elena Cimador, CFO /s/ Christian Leone ------------------- Christian Leone -----END PRIVACY-ENHANCED MESSAGE-----