Schedule 13 D

-----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, Q6uFGEmvcVz/RbGhcqUHF43ajxivFtQ6fkm+/Qn2l1C+nysXji1Ht1jP2kV9YqV+ 8k9LKDirGrG4V5yh0mAUTg== 0001193125-06-133239.txt : 20060621 0001193125-06-133239.hdr.sgml : 20060621 20060621134159 ACCESSION NUMBER: 0001193125-06-133239 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060621 DATE AS OF CHANGE: 20060621 GROUP MEMBERS: NORTHHAVE MANAGEMENT, INC. GROUP MEMBERS: NORTHHAVEN ASSOCIATES, LLC GROUP MEMBERS: NORTHHAVEN OFFSHORE, LTRD. GROUP MEMBERS: NORTHHAVEN PARTNERS II, L.P. GROUP MEMBERS: NORTHHAVEN PARTNERS III, L.P. GROUP MEMBERS: NORTHHAVEN PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eastern Insurance Holdings, Inc. CENTRAL INDEX KEY: 0001321268 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81867 FILM NUMBER: 06917040 BUSINESS ADDRESS: STREET 1: 25 RACE AVENUE CITY: LANCASTER STATE: PA ZIP: 17603 BUSINESS PHONE: 610-205-6023 MAIL ADDRESS: STREET 1: 25 RACE AVENUE CITY: LANCASTER STATE: PA ZIP: 17603 FORMER COMPANY: FORMER CONFORMED NAME: Lancaster Holdings Company, Inc. DATE OF NAME CHANGE: 20050321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHAVEN MANAGEMENT INC/FA CENTRAL INDEX KEY: 0001078975 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133811355 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 PARK AVE 9TH FL CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2128087341 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D 1 dsc13d.htm SCHEDULE 13 D Schedule 13 D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

EASTERN INSURANCE HOLDINGS, INC.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

276534104

(CUSIP Number)

Paul R. Burke

Northaven Management, Inc.

375 Park Avenue

Suite 2709

New York, New York 10152

(212) 798-0304

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 16, 2006

(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. ¨


CUSIP No. 276534104 13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Partners, L.P. IRS Identification No.:
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

	New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		225,885
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		225,885


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	225,885
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	2.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 2 of 13


CUSIP No. 276534104 13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Partners II, L.P. IRS Identification No.:
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

	New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		264,864
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		264,864


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	264,864
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	2.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 3 of 13


CUSIP No. 276534104 13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Partners III, L.P. IRS Identification No.:
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

	New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		514,257
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		514,257


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	514,257
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	4.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 4 of 13


CUSIP No. 276534104 13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Offshore, Ltd. IRS Identification No.:
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

	Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		10,199
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		10,199


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	10,199
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	0.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 5 of 13


CUSIP No. 276534104 13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Associates, LLC. IRS Identification No.:
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

	New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		1,015,205
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		1,015,205


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,015,205
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	8.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 6 of 13


CUSIP No. 276534104 13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Management, Inc. IRS Identification No.:
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

	New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		1,015,205
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		1,015,205


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,015,205
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	8.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 7 of 13

Item 1. Security and Issuer

This Schedule 13D relates to the shares of common stock, no par value per share, of Eastern Insurance Holdings, Inc. (the “Issuer” or the “Company”), a Pennsylvania business corporation. The principal executive office of the Issuer is located at 25 Race Avenue, Lancaster, Pennsylvania 17603.

Item 2. Identity and Background


Name	Address of Principal Office	Principal Business	Jurisdiction of Organization
Northaven Partners, L.P.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Partnership	New York

Northaven Partners II, L.P.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Partnership	New York

Northaven Partners III, L.P.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Partnership	New York

Northaven Offshore, Ltd.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Company	Cayman Islands

Northaven Associates, LLC.	375 Park Avenue, Suite 2709, New York, NY 10152	General Partner of Northaven Partners, L.P., Northaven Partners II, L.P., and Northaven Partners III, L.P.	New York

Northaven Management, Inc.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Advisor	New York

None of Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC, or Northaven Management, Inc. has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On June 16, 2006, the Company acquired all of the outstanding capital stock of Educators Mutual Life Insurance Company (“Educators”) and Eastern Holding Company, Ltd. (“Eastern”) in accordance with the Agreement and Plan of Reorganization dated March 17, 2005 (the “Agreement”). Pursuant to the Agreement, Educators converted from mutual to stock form and issued a total of 7,475,000 shares of common stock in a subscription and community offering, of which 33,420 shares were purchased by Northaven Partners, L.P., 39,170 shares were purchased by Northaven Partners II, L.P., and 75,700 shares were purchased by Northaven Partners III, L.P. All of the shares were purchased at the public offering price of $10.00 per share. No funds were borrowed in order to make such purchases. In addition, Eastern merged with and into a wholly owned subsidiary of the Issuer, and in the merger the following shares of common stock of the Issuer were received in partial consideration for the shares of Eastern common stock owned by the following persons:


Reporting Person		Shares of Issuer Received in Merger
Northaven Partners, L.P.		192,465
Northaven Partners II, L.P.		225,694
Northaven Partners III, L.P.		438,557
Northaven Offshore, Ltd.		10,199

Page 8 of 13

Item 4. Purpose of Transaction

The primary purpose of the purchase of the shares of common of the Issuer is for investment.

Page 9 of 13

Item 5. Interest in Securities of the Issuer

(a) – (b)

(i) Northaven Partners, L.P. beneficially owns 225,885 shares, representing 2.0% of the 11,350,472 outstanding shares of the Issuer’s common stock as of June 16, 2006. Northaven Partners, L.P. does not have sole voting power over any of its shares. Northaven Partners, L.P. has shared voting power over 225,885 of its shares. Northaven Partners, L.P. does not have sole dispositive power over any of its shares. Northaven Partners, L.P. has shared dispositive power over 225,885 of its shares.

(ii) Northaven Partners II, L.P. beneficially owns 264,864 shares, representing 2.3% of the 11,350,472 outstanding shares of the Issuer’s common stock as of June 16, 2006. Northaven Partners II, L.P. does not have sole voting power over any of its shares. Northaven Partners II, L.P. has shared voting power over 264,864 of its shares. Northaven Partners II, L.P. does not have sole dispositive power over any of its shares. Northaven Partners II, L.P. has shared dispositive power over 264,864 of its shares.

(iii) Northaven Partners III, L.P. beneficially owns 514,257 shares, representing 4.5% of the 11,350,472 outstanding shares of the Issuer’s common stock as of June 16, 2006. Northaven Partners III, L.P. does not have sole voting power over any of its shares. Northaven Partners III, L.P. has shared voting power over 514,257 of its shares. Northaven Partners III, L.P. does not have sole dispositive power over any of its shares. Northaven Partners III, L.P. has shared dispositive power over 514,257 of its shares.

(iv) Northaven Offshore, Ltd. beneficially owns 10,199 shares, representing less than 1.0% of the 11,350,472 outstanding shares of the Issuer’s common stock as of June 16, 2006. Northaven Offshore, Ltd. does not have sole voting power over any of its shares. Northaven Offshore, Ltd. has shared voting power over 10,199 of its shares. Northaven Offshore, Ltd. does not have sole dispositive power over any of its shares. Northaven Offshore, Ltd. has shared dispositive power over 10,199 of its shares.

(v) Northaven Associates, LLC. beneficially owns 1,015,205 shares, representing 8.9 % of the 11,350,472 outstanding shares of the Issuer’s common stock as of June 16, 2006. Northaven Associates, LLC. does not have sole voting power over any of its shares. Northaven Associates, LLC. has shared voting power over 1,015,205 of its shares. Northaven Associates, LLC. does not have sole dispositive power over any of its shares. Northaven Associates, LLC. has shared dispositive power over 1,015,205 of its shares.

(vi) Northaven Management, Inc. beneficially owns 1,015,205 shares, representing 8.9% of the 11,350,472 outstanding shares of the Issuer’s common stock as of June 16, 2006. Northaven Management, Inc. does not have sole voting power over any of its shares. Northaven Management, Inc. has shared voting power over 1,015,205 of its shares. Northaven Management, Inc. does not have sole dispositive power over any of its shares. Northaven Management, Inc. has shared dispositive power over 1,015,205 of its shares.

(c) The transactions in which the reporting persons acquired the shares of common stock of the Issuer described in this Schedule 13D are described in Item 3. Other than the issuance of such shares to the reporting persons and the purchase of such shares by the reporting persons on June 16, 2006, none of the reporting persons have effected any transactions in the Issuer’s common stock within the past 60 days.

(d) No person other than the reporting person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities owned by the reporting persons as described in Items 5(a) and 5(b).

(e) Not Applicable.

Page 10 of 13

Item 6. Contracts, Arrangements, Understandings, and Relationships with Respect to Securities of the Issuer

Not applicable.

Item 7. Material to be Filed as Exhibits

The Joint Filing Agreement among the reporting persons is attached hereto as Exhibit 99.1.

Page 11 of 13

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.

Date: June 20, 2006


NORTHAVEN PARTNERS, L.P.			NORTHAVEN OFFSHORE, LTD.

By:	Northaven Associates, LLC,
	as General Partner
			By:	/s/ Paul Burke
			Name:	Paul Burke
			Title:	Director

	By:	/s/ Paul Burke
	Name:	Paul Burke
	Title:	Member	NORTHAVEN ASSOCIATES, LLC

NORTHAVEN PARTNERS II, L.P.

By:	Northaven Associates, LLC,		By:	/s/ Paul Burke
	as General Partner		Name:	Paul Burke
			Title:	Member

	By:	/s/ Paul Burke
	Name:	Paul Burke	NORTHAVEN MANAGEMENT, INC.
	Title:	Member

NORTHAVEN PARTNERS III, L.P.			By:	/s/ Paul Burke
			Name:	Paul Burke
By:	Northaven Associates, LLC,		Title:	Vice President
	as General Partner

	By:	/s/ Paul Burke
	Name:	Paul Burke
	Title:	Member

INDEX TO EXHIBITS


Exhibit No.		Exhibit
99.1		Joint Filing Agreement, dated June , 2006, among Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC and Northaven Management, Inc.

Page 12 of 13

EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1

EXHIBIT (99.1)

JOINT FILING AGREEMENT

In accordance with Rule 13D-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, no par value, of Eastern Insurance Holdings, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.

Date: June 20, 2006


NORTHAVEN PARTNERS, L.P.			NORTHAVEN OFFSHORE, LTD.

By:	Northaven Associates, LLC,
	as General Partner
			By:	/s/ Paul Burke
			Name:	Paul Burke
			Title:	Director

	By:	/s/ Paul Burke
	Name:	Paul Burke
	Title:	Member

NORTHAVEN PARTNERS II, L.P.			NORTHAVEN ASSOCIATES, LLC

By:	Northaven Associates, LLC,		By:	/s/ Paul Burke
	as General Partner		Name:	Paul Burke
			Title:	Member

	By:	/s/ Paul Burke	NORTHAVEN MANAGEMENT, INC.
	Name:	Paul Burke
	Title:	Member

NORTHAVEN PARTNERS III, L.P.			By:	/s/ Paul Burke
			Name:	Paul Burke
By:	Northaven Associates, LLC,		Title:	Vice President
	as General Partner

	By:	/s/ Paul Burke
	Name:	Paul Burke
	Title:	Member

Page 13 of 13

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