UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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) |
May 13, 2009
(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.: |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
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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
324,536 | ||
9 SOLE DISPOSITIVE POWER
| ||
10 SHARED DISPOSITIVE POWER
324,536 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
324,536 |
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12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
3.3% |
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14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
Page 2 of 14
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.: |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
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3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|||
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
25,335 | ||
9 SOLE DISPOSITIVE POWER
| ||
10 SHARED DISPOSITIVE POWER
25,335 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,335 |
|||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
0.3% |
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14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
Page 3 of 14
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.: |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
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3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|||
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
260,368 | ||
9 SOLE DISPOSITIVE POWER
| ||
10 SHARED DISPOSITIVE POWER
260,368 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,368 |
|||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
2.6% |
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14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
Page 4 of 14
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.: |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
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3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
|||
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
48,066 | ||
9 SOLE DISPOSITIVE POWER
| ||
10 SHARED DISPOSITIVE POWER
48,066 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,066 |
|||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
0.5% |
|||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
Page 5 of 14
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.: |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A |
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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
658,305 | ||
9 SOLE DISPOSITIVE POWER
| ||
10 SHARED DISPOSITIVE POWER
658,305 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,305 |
|||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
6.8% |
|||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
Page 6 of 14
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.: |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
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3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A |
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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
658,305 | ||
9 SOLE DISPOSITIVE POWER
| ||
10 SHARED DISPOSITIVE POWER
658,305 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,305 |
|||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
6.8% |
|||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
Page 7 of 14
CUSIP No. 276534104 | 13D |
1 | NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
Paul R. Burke IRS Identification No.: |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
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3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A |
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5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
17,044 | |
8 SHARED VOTING POWER
658,305 | ||
9 SOLE DISPOSITIVE POWER
8,522 | ||
10 SHARED DISPOSITIVE POWER
658,305 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,349 |
|||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
7.0% |
|||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
Page 8 of 14
CUSIP No. 276534104 | 13D |
1 | NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).
Richard Brown IRS Identification No.: |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨ |
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3 | SEC USE ONLY
|
|||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A |
|||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
| |
8 SHARED VOTING POWER
658,305 | ||
9 SOLE DISPOSITIVE POWER
| ||
10 SHARED DISPOSITIVE POWER
658,305 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,305 |
|||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
6.8% |
|||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
Page 9 of 14
Item 1. | Security and Issuer |
This Amendment No. 4 to the Statement on Schedule 13D is filed by Northaven Partners, L.P., Northaven Partners II, L.P., Northhaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC, Northaven Management, Inc. (the Northaven Entities), Paul R. Burke, and Richard Brown (together with the Northaven Entities, the Reporting Persons), relating to the common stock, no par value per share, of Eastern Insurance Holdings, Inc. (the Issuer or the Company), a Pennsylvania business corporation, and supplements and amends the Statement on Schedule 13D originally filed by the Northaven Entities on June 21, 2006.
Item 2. | Identity and Background |
The disclosure in Item 2 is hereby amended and restated to read in its entirety as follows:
Name |
Address of Principal Office |
Principal Business |
Jurisdiction of Organization/Citizenship | |||
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 | |||
Paul R. Burke | 375 Park Avenue, Suite 2709, New York, NY 10152 |
Member of Northaven Associates, LLC | USA | |||
Richard Brown | 375 Park Avenue, Suite 2709, New York, NY 10152 |
Member of Northaven Associates, LLC | USA |
None of the Northaven Entities, Paul R. Burke, or Richard Brown 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.
None of the Northaven Entities, Paul R. Burke, or Richard Brown has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Page 10 of 14
Item 3. | Source and Amount of Funds or Other Consideration |
Each of the Northaven Entities used working capital available to them to make purchases of common stock of the Issuer on May 13, 2009. Northaven Partners, L.P. purchased 52,601 shares, Northaven Partners II, L.P. purchased 4,270 shares, Northaven Partners III, L.P. purchased 58,602 shares, and Northaven Offshore, Ltd purchased 9,527 shares. All of the shares were purchased at a price of $8.15 per share.
Item 4. | Purpose of Transaction |
The Reporting Persons acquired the shares of the Issuers common stock as an investment in the regular course of their business and intend to reexamine their investment from time to time, and, depending on prevailing market conditions, other investment opportunities, liquidity requirements and other investment considerations the Reporting Persons deem material, they may from time to time acquire or dispose of the Issuers common stock in open market or privately negotiated transactions.
Except as described herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through 4(j) of Schedule 13D under Rule 13d-1(a).
Item 5. | Interest in Securities of the Issuer |
The disclosure in Item 5 is hereby amended and restated to read in its entirety as follows:
(a) (b)
(i) Northaven Partners, L.P. beneficially owns 324,536 shares, representing 3.3% of the 9,691,257 outstanding shares of the Issuers common stock as of May 13, 2009. Northaven Partners, L.P. does not have sole voting power over any of its shares. Northaven Partners, L.P. has shared voting power over 324,536 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 324,536 of its shares.
(ii) Northaven Partners II, L.P. beneficially owns 25,335 shares, representing 0.3% of the 9,691,257 outstanding shares of the Issuers common stock as of May 13, 2009. 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 25,335 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 25,335 of its shares.
(iii) Northaven Partners III, L.P. beneficially owns 260,368 shares, representing 2.6% of the 9,691,257 outstanding shares of the Issuers common stock as of May 13, 2009. 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 260,368 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 260,368 of its shares.
(iv) Northaven Offshore, Ltd. beneficially owns 48,066 shares, representing 0.5% of the 9,691,257 outstanding shares of the Issuers common stock as of May 13, 2009. Northaven Offshore, Ltd. does not have sole voting power over any of its shares. Northaven Offshore, Ltd. has shared voting power over 48,066 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 48,066 of its shares.
(v) Northaven Associates, LLC beneficially owns 658,305 shares, representing 6.8% of the 9,691,257 outstanding shares of the Issuers common stock as of May 13, 2009. Northaven Associates, LLC does not have sole voting power over any of its shares. Northaven Associates, LLC has shared voting power over 658,305 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 658,305 of its shares.
Page 11 of 14
(vi) Northaven Management, Inc. beneficially owns 658,305 shares, representing 6.8% of the 9,691,257 outstanding shares of the Issuers common stock as of May 13, 2009. Northaven Management, Inc. does not have sole voting power over any of its shares. Northaven Management, Inc. has shared voting power over 658,305 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 658,305 of its shares.
(vii) Paul R. Burke and Richard Brown, as members of Northaven Associates, LLC, may each be deemed to beneficially own 658,305 shares, representing 6.8% of the 9,691,257 outstanding shares of the Issuers common stock as of May 13, 2009. Paul R. Burke and Richard Brown do not have sole voting power over any of the shares. Paul R. Burke and Richard Brown have shared voting power over 658,305 of the shares. Paul R. Burke and Richard Brown do not have sole dispositive power over any of the shares. Paul R. Burke and Richard Brown have shared dispositive power over 658,305 of the shares. Paul R. Burke has the power to vote the 8,522 shares of restricted stock granted to him by the Company on January 3, 2007 pursuant to the Companys 2006 Stock Incentive Plan. Paul R. Burke also has the right to acquire sole voting power of 8,522 shares pursuant to a stock option for 21,304 shares granted on January 3, 2007 pursuant to the Companys 2006 Stock Incentive Plan which vests ratably over five years. Paul R. Burke has dispositive power over 8,522 of such shares.
(c) Other than the transactions reported in Item 3 of this Amendment No. 4 to Schedule 13D, none of the Reporting Persons have effected any transactions in the Issuers common stock within the past 60 days.
(d) No person other than the Reporting Persons 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.
Item 6. | Contracts, Arrangements, Understandings, and Relationships with Respect to Securities of the Issuer |
Not applicable.
Item 7. | Material to be Filed as Exhibits |
Exhibit 99.3: Joint Filing Agreement, dated March 7, 2008, among Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC, Northaven Management, Inc, Paul R. Burke and Richard Brown.
Exhibit 99.4: Stock Purchase Agreement, dated February 26, 2008, among Eastern Insurance Holdings, Inc,., Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P. and Northaven Offshore, Ltd..
Page 12 of 14
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: May 14, 2009
NORTHAVEN PARTNERS, L.P. | NORTHAVEN OFFSHORE, LTD. | |||||||||
By: |
Northaven Associates, LLC, | |||||||||
as General Partner | ||||||||||
By: | /s/ Paul R. Burke | |||||||||
Name: | Paul R. Burke | |||||||||
Title: | Director | |||||||||
By: | /s/ Paul R. Burke |
|||||||||
Name: | Paul R. Burke | |||||||||
Title: | Member | NORTHAVEN ASSOCIATES, LLC | ||||||||
NORTHAVEN PARTNERS II, L.P. | ||||||||||
By: |
Northaven Associates, LLC, | By: | /s/ Paul R. Burke | |||||||
as General Partner | Name: | Paul R. Burke | ||||||||
Title: | Member | |||||||||
By: | /s/ Paul R. Burke |
NORTHAVEN MANAGEMENT, INC. | ||||||||
Name: | Paul R. Burke | |||||||||
Title: | Member | |||||||||
NORTHAVEN PARTNERS III, L.P. | By: | /s/ Paul R. Burke | ||||||||
Name: | Paul R. Burke | |||||||||
By: |
Northaven Associates, LLC, | Title: | Vice President | |||||||
as General Partner | ||||||||||
By: | /s/ Paul R. Burke |
/s/ Paul R. Burke | ||||||||
Name: | Paul R. Burke | Paul R. Burke | ||||||||
Title: | Member | |||||||||
/s/ Richard Brown |
||||||||||
Richard Brown |
Page 13 of 14
INDEX TO EXHIBITS
Exhibit No. |
Exhibit | |
99.3 | Joint Filing Agreement, dated March 7, 2008, among Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC, Northaven Management, Inc, Paul R. Burke and Richard Brown. | |
99.4 | Stock Purchase Agreement, dated February 26, 2008, among Eastern Insurance Holdings, Inc,., Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P. and Northaven Offshore, Ltd.. |
Page 14 of 14
Exhibit 99.3
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: March 7, 2008
NORTHAVEN PARTNERS, L.P. | NORTHAVEN OFFSHORE, LTD. | |||||||||||
By: | Northaven Associates, LLC, | |||||||||||
as General Partner | ||||||||||||
By: | /s/ Paul Burke | |||||||||||
Name: | Paul R. Burke | |||||||||||
Title: | Director | |||||||||||
By: | /s/ Paul Burke |
|||||||||||
Name: | Paul R. Burke | |||||||||||
Title: | Member | NORTHAVEN ASSOCIATES, LLC | ||||||||||
NORTHAVEN PARTNERS II, L.P. | ||||||||||||
By: | Northaven Associates, LLC, | By: | /s/ Paul Burke | |||||||||
as General Partner | Name: | Paul R. Burke | ||||||||||
Title: | Member | |||||||||||
By: | /s/ Paul Burke |
NORTHAVEN MANAGEMENT, INC. | ||||||||||
Name: | Paul R. Burke | |||||||||||
Title: | Member | |||||||||||
NORTHAVEN PARTNERS III, L.P. | By: | /s/ Paul Burke | ||||||||||
Name: | Paul R. Burke | |||||||||||
By: | Northaven Associates, LLC, | Title: | Vice President | |||||||||
as General Partner | ||||||||||||
By: | /s/ Paul Burke |
/s/ Paul Burke | ||||||||||
Name: | Paul R. Burke | Paul R. Burke | ||||||||||
Title: | Member | |||||||||||
/s/ Richard Brown |
||||||||||||
Richard Brown |
Exhibit 99.4
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (Agreement) is made as of February 26, 2008, by and among EASTERN INSURANCE HOLDINGS, INC., a Pennsylvania corporation (Buyer), Northaven Partners, L.P (Northaven); Northaven Partners II, L.P (Northaven II). ; Northaven Partners III, L.P. (Northaven III); and Northaven Offshore, Ltd. (Offshore) (collectively, the Sellers).
WITNESSETH:
WHEREAS, on this date the Sellers collectively own approximately 1,015,215 shares of common stock of the Buyer;
WHEREAS, Sellers desire to sell and transfer to Buyer, and Buyer desires to purchase from Sellers, 500,000 shares of Buyers common stock (the Shares) on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the representations, warranties, promises, covenants, and agreements hereinafter contained and intending to be legally bound, the parties hereby agree as follows:
1. SALE AND TRANSFER OF SHARES; CLOSING
1.1 Shares
Subject to the terms and conditions of this Agreement, at the Closing, each Seller will sell and transfer to Buyer, and Buyer will purchase from each Seller the Shares as follows:
| Northaven. 258,157; |
| Northaven II 39,961; |
| Northaven III 188,036; and |
| Offshore 13,846. |
1.2 Purchase Price
(a) The purchase price (the Purchase Price) for the Shares will be $8,250,000, such Purchase Price to be allocated proportionally among the Sellers based upon their Share ownership.
1.3 Closing
The purchase and sale of the Shares (the Closing) provided for in this Agreement will take place by use of the mail, express delivery service and wire transfer and shall occur within three business days after the date of this Agreement.
1.4 Closing Obligations
At the Closing:
(a) Sellers will deliver (or cause to be delivered) to Buyer certificates representing the Shares, duly endorsed by Sellers, as applicable (or accompanied by duly executed stock powers) or alternatively shall direct the transfer agent for Buyer to transfer the Shares on its book and records to Buyer;
(b) Buyer will deliver (or cause to be delivered) to Sellers the Purchase Price in immediately available funds by wire transfer to accounts specified by the Sellers;
2. REPRESENTATIONS AND WARRANTIES OF SELLERS
Sellers jointly and severally represent and warrant to Buyer as follows:
2.1 Organization and Good Standing
(a) Each Seller is a duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation, with full power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under this Agreement.
2.2 Authority, No Conflict
(a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms, except as such enforceability may be limited by laws regarding bankruptcy, insolvency and other creditors rights, and by principles of equity. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform their obligations under this Agreement.
(b) Neither the execution nor delivery of this Agreement nor the consummation or performance of any of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the organizational documents of any Seller, or (B) any resolutions adopted by the governing body or general partner of any Seller; or
(ii) result in the imposition or creation of any encumbrance upon or with respect to any of the Shares.
2.3 Title; Capitalization. Each Seller is the record and beneficial owner and holder of the Shares it proposes to sell hereunder, free and clear of all liens and encumbrances.
3. DIRECTION TO AMERICAN STOCK TRANSFER COMPANY
3.1 Transfer of Shares. Delivery to American Stock Transfer & Trust Company, as transfer agent for the Buyer, of an executed copy of this Agreement, together with an opinion of counsel to the Buyer pursuant to Rules 144 and 145 promulgated under the Securities Act of 1933, as amended, shall constitute the express direction of the parties to American Stock Transfer & Trust Company to make the transfers of the Shares on its books and records from each Seller to Buyer in the amount set forth opposite its name in Section 1.1.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.
EASTERN INSURANCE HOLDINGS, INC. | ||
By | /s/ Kevin M. Shook | |
Name: | Kevin M. Shook | |
Title: | Chief Financial Officer | |
NORTHAVEN PARTNERS, L.P. | ||
By | /s/ Paul Burke | |
Name: | Paul Burke | |
Title: | Member of the LP | |
NORTHAVEN PARTNERS II, L.P. | ||
By | /s/ Paul Burke | |
Name: | Paul Burke | |
Title: | Member of the LP | |
NORTHAVEN PARTNERS III, L.P. | ||
By | /s/ Paul Burke | |
Name: | Paul Burke | |
Title: | Member of the LP | |
NORTHAVEN OFFSHORE, LTD. | ||
By | /s/ Paul Burke | |
Name: | Paul Burke | |
Title: | Director |