Schedule 13D

-----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, LyhFcTyBHqH7ULn3Alw01ZP6gI247SQOzilPQVqpPHwpppfrlHIAYR3SmPWk2syb dQYNlxzHAMkWzuO7gCYLjg== 0001193125-10-231846.txt : 20101019 0001193125-10-231846.hdr.sgml : 20101019 20101019173036 ACCESSION NUMBER: 0001193125-10-231846 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101019 DATE AS OF CHANGE: 20101019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED INSURANCE HOLDINGS CORP. CENTRAL INDEX KEY: 0001401521 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 753241967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83187 FILM NUMBER: 101131111 BUSINESS ADDRESS: STREET 1: 360 CENTRAL AVENUE STREET 2: SUITE 900 CITY: SAINT PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 727-895-7737 MAIL ADDRESS: STREET 1: 360 CENTRAL AVENUE STREET 2: SUITE 900 CITY: SAINT PETERSBURG STATE: FL ZIP: 33701 FORMER COMPANY: FORMER CONFORMED NAME: FMG ACQUISITION CORP DATE OF NAME CHANGE: 20070531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Homeowners Choice, Inc. CENTRAL INDEX KEY: 0001400810 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2340 DREW STREET STREET 2: SUITE 200 CITY: CLEARWATER STATE: FL ZIP: 33765 BUSINESS PHONE: 727-213-3600 MAIL ADDRESS: STREET 1: 2340 DREW STREET STREET 2: SUITE 200 CITY: CLEARWATER STATE: FL ZIP: 33765 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

UNITED INSURANCE HOLDINGS CORP.

(Name of issuer)

Common Stock, $0.0001 par value

(Title of class of securities)

910710 102

(CUSIP number)

Andrew L. Graham

General Counsel

2340 Drew Street, Suite 200

Clearwater, FL 33765

(727) 213-3615

(Name, address and telephone number of person authorized to receive notices and communications)

October 12, 2010

(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-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ¨

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.


		13D		Page 2 of 6



1.	Names of reporting persons Homeowners Choice, Inc. I.R.S. Identification Nos. of above persons (entities only) 20-5961396
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) WC
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization: Florida
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 1,762,941 (includes warrants to purchase 220,047 shares of common stock)
		8.	Shared voting power
		9.	Sole dispositive power 1,762,941 (includes warrants to purchase 220,047 shares of common stock)
		10.	Shared dispositive power
11.	Aggregate amount beneficially owned by each reporting person 1,762,941
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 16.67%
14.	Type of reporting person (see instructions) CO


		13D		Page 3 of 6

Item 1. Security and Issuer.

The securities to which this statement relates are shares of common stock, par value $0.0001 per share (the “Shares”), of United Insurance Holdings Corp., a Delaware corporation (“United”). The principal executive office of United is 360 Central Avenue, Suite 900, St. Petersburg, FL 33701.

Item 2. Identity and Background.

(a) - (c) Homeowners Choice, Inc. (“HCI”) is a property and casualty insurance holding company incorporated in Florida in 2006. Through HCI’s subsidiaries, which consist of Homeowners Choice Property & Casualty Insurance Company, Inc., Homeowners Choice Managers, Inc., Southern Administration, Inc., and Claddaugh Casualty Insurance Company, Ltd., HCI provides property and casualty homeowners’ insurance, condominium-owners’ insurance, and tenants’ insurance to individuals owning property in Florida. HCI’s principal executive offices are located at 2340 Drew Street, Suite 200, Clearwater, Florida 33765.

Attached hereto as Exhibit 99.1 is a list of the directors and executive officers of HCI which contains the information required to be provided in this statement with respect to each such person and is specifically incorporated herein by reference.

(d) - (e) During the last five years, neither HCI nor, to HCI’s knowledge, any director or executive officer listed in Exhibit 99.1, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither HCI nor, to HCI’s knowledge, any of the persons listed in Exhibit 99.1, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it 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.

(f) Except as otherwise noted, each of the persons listed in Exhibit 99.1 is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

On October 12, 2010, HCI and Synovus Financial Corp., a Georgia corporation (“Synovus”) entered into a Purchase Agreement (the “Agreement”) pursuant to which Synovus agreed to sell and HCI agreed to purchase 1,542,894 shares of Common Stock of United and warrants to purchase 220,047 shares of Common Stock of United, which expire on October 4, 2011 for an aggregate purchase price of $4,551,737.30 (the “Transaction”). The consummation of the Transaction (the “Closing”) is subject to customary terms and conditions, including receipt of the approval of the Florida Office of Insurance Regulation. Unless otherwise agreed to by Synovus and HCI, the Agreement will terminate if the Closing has not occurred on or before November 30, 2010. The source of the funding for the purchase of the Shares and the warrants will be HCI’s working capital.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference.


		13D		Page 4 of 6

Item 4. Purpose of Transaction.

HCI has entered into the Agreement, the Closing of which is subject to regulatory approval, for investment purposes and as an indication of HCI’s serious interest in exploring with United the possibility of a business combination between the two companies. HCI believes that the agreed-upon purchase price would make the acquisition of the Shares a good investment and that there might be synergies, efficiencies and business opportunities to be derived from a combination of the two companies. Depending on numerous factors, some of which are set forth below, HCI may purchase from time to time in the open market or privately negotiated transactions additional Shares.

In determining whether to purchase additional Shares, HCI intends to consider various factors, including the results of HCI’s investigation of United’s financial condition, business and prospects, other developments concerning United, the reaction of United to HCI’s planned ownership of Shares and HCI’s initiation of discussion as to a potential business combination, price levels of the Shares, other business opportunities available to HCI, and other general economic, monetary and stock market conditions. Depending upon the factors referred to above, and other relevant considerations, HCI may determine to dispose of all or a portion of the purchased Shares. Except as set forth in this Item 4, HCI does not have any plans or proposals which relate to or would result in the acquisition or disposition of Shares by it or any of the other events described in Items 4(a) through 4(j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) - (b) Prior to October 12, 2010, HCI was not the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of any Shares. Upon execution of the Purchase Agreement, HCI may be deemed to have acquired sole voting power with respect to 1,762,941 Shares beneficially owned by HCI. HCI beneficially owns 1,762,941 (220,047 of which shares are issuable pursuant to warrants that are currently exercisable or that are exercisable within 60 days) which constitute approximately 16.67% of the total issued and outstanding Shares (based on 10,573,932 Shares, the number of Shares outstanding).

(d) HCI has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares owned by HCI and reported by this statement.

(e) Not applicable.

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

The information set forth under Items 3 and 4 above is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits to this Schedule 13D:


99.1		Directors and Executive Officers of Homeowners Choice, Inc.

99.2		October 12, 2010 Purchase Agreement by and between Synovus and HCI


		13D		Page 5 of 6

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.


October 19, 2010	HOMEOWNERS CHOICE, INC.

	By:	/s/ Richard R. Allen
		Richard R. Allen
		Chief Financial Officer

EX-99.1 2 dex991.htm DIRECTORS AND EXECUTIVE OFFICERS OF HOMEOWNERS CHOICE, INC. Directors and Executive Officers of Homeowners Choice, Inc.


		13D		Page 6 of 6

Exhibit 99.1

DIRECTORS AND EXECUTIVE OFFICERS OF HOMEOWNERS CHOICE, INC.

Except where otherwise stated, the business address of each of the following directors and/or executive officers of Homeowners Choice, Inc., a Florida corporation (“HCI”), is c/o Homeowners Choice, Inc., 2340 Drew Street, Suite 200, Clearwater, Florida 33765.


Name	Principal Occupation/Employment	Citizenship

Francis McCahill, III	President and Chief Executive Officer of HCI	U.S.

Paresh Patel	Chairman of the Board of Directors; Executive Chairman for Strategic Planning, Technology and Investments of HCI	U.S.

Richard R. Allen	Chief Financial Officer of HCI	U.S.

Sanjay Madhu	Vice President of Marketing and Director of Investor Relations of HCI	U.S.

Andrew L. Graham	Vice President and General Counsel of HCI	U.S.

George Apostolou	President George Apostolou Construction Corporation	U.S.

Krishna Persaud	President of KPC Properties, LLC	U.S.

Gregory Politis	President of Xenia Management LLC	U.S.

Martin A. Traber	Partner, Foley & Lardner LLP	U.S.

Anthony Saravanos	Vice president of The Boardwalk Company	U.S.

EX-99.2 3 dex992.htm PURCHASE AGREEMENT Purchase Agreement

Exhibit 99.2

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into this day of October, 2010, by and between Homeowners Choice, Inc. (“Purchaser”), a Florida corporation, and Synovus Financial Corp., a Georgia corporation (“Seller”). Seller and Purchaser are referred to herein collectively as the “Parties.”

R E C I T A L S:

WHEREAS, on the date hereof, Seller is the holder of 1,542,894 shares of common stock, $0.0001 par value per share (the “Common Stock”), of United Insurance Holdings, Corp., a Delaware corporation (the “Company”), which constitute all of the shares of capital stock of the Company owned by Seller (the “Shares”);

WHEREAS, on the date hereof, Seller is the holder of a warrant to purchase 220,047 additional shares of Common Stock, which expires October 4, 2011 and which constitutes the only warrant for capital stock of the Company owned by Seller (the “Warrant”);

WHEREAS, Purchaser desires to purchase the Shares and the Warrant and Seller desires to sell the Shares and the Warrant to the Purchaser pursuant to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

A G R E E M E N T S:

1. Sale. Seller hereby agrees to sell, assign, transfer, convey and deliver the Shares and the Warrant to Purchaser, and Purchaser hereby agrees to purchase the Shares and the Warrant from Seller (the “Transaction”) as set forth in this Agreement.

2. Purchase Price. The aggregate purchase price for the Shares and the Warrant shall be four million, six hundred fifty-one thousand, five hundred thirty-seven dollars and thirty cents ($4,551,637.30), or two dollars and ninety-five cents ($2.95) per Share, plus one hundred dollars and no cents ($100.00) for the Warrant (the “Purchase Price”), and shall be payable by Purchaser to Seller at the closing.

3. Closing Matters; Delivery of Shares and Warrant.

a. The consummation of the sale of the Shares and the Warrant (the “Closing”) shall take place on the first business day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Section 4 of this Agreement. Such date is sometimes herein called the “Closing Date”. Said Closing may be accomplished by mail, by national overnight carrier, or by facsimile by each Party delivering all applicable documents to the other.

b. At the Closing, Seller will deliver to Purchaser (i) a duly endorsed stock certificate representing the Shares, (ii) a duly executed stock power evidencing the transfer of the Shares to Purchaser, (iii) a duly endorsed certificate representing the Warrant; and (v) such other instruments of sale, transfer, conveyance and assignment as Purchaser and its counsel may reasonably request; and

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c. At the Closing, Purchaser will pay to Seller cash in an amount equal to the Purchase Price by wire transfer of immediately available funds in accordance with the written instructions of Seller.

4. Conditions to Closing.

a. Conditions of Purchaser. The obligations of Purchaser to consummate the transactions provided for hereby are subject to the satisfaction, on or prior to the Closing, of each of the following conditions, any of which may be waived by Purchaser:

the representations and warranties of Seller contained in Section 5 shall have been true and correct on the date they were made and shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of such date;

ii.

no law, regulation, action, claim, proceeding, suit, hearing, litigation, arbitration, audit or investigation (whether civil, criminal, administrative or judicial), or any appeal therefrom, shall have been passed, instituted or threatened, which would make the transactions contemplated by this Agreement illegal or otherwise prohibited, or that otherwise adversely affects the right or ability of Purchaser to consummate the Transaction;

iii.

Purchaser shall have received either (A) approval of the Florida Office of Insurance Regulation to consummate the Transaction or (B) a written opinion of its legal counsel that the approval set forth in clause (A) of this Section 4(a)(iii) is not required; and

iv.

Seller shall have delivered to the Purchaser the documents specified in Section 3(b).

b. Conditions of Seller. The obligations of the Seller to consummate the Transactions provided for hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by the Seller:

the representations and warranties of Purchaser contained in Section 6 shall have been true and correct on the date they were made and shall be true and correct on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date;

ii.

no law, regulation, action, claim, proceeding, suit, hearing, litigation, arbitration, audit or investigation (whether civil, criminal, administrative or judicial), or any appeal therefrom, shall have been passed, instituted or threatened which would make the Transactions contemplated by this Agreement illegal or otherwise prohibited; and

iii.

Purchaser shall have delivered to Seller the Purchase Price.

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5. Warranties of Seller. Seller hereby represents and warrants to Purchaser that:

a. Power. Seller has all requisite power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations pursuant to this Agreement and the agreements or documents executed in connection herewith.

b. Authorization. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated by this Agreement are within the legal power and authority of Seller and have been duly and validly authorized by all necessary action on the part of Seller and no other action or proceeding is necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes (assuming the due execution and delivery by Purchaser) a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

c. Title to Shares. The Shares represent all of the issued and outstanding capital stock of the Company owned by Seller. Seller is the owner of all right, title and interest (legal and beneficial) in and to the Shares and has good, valid and marketable title to the Shares, free and clear of all liens, mortgages, pledges, security interests, claims, encumbrances, restrictions or charges of any kind, whether voluntary or involuntary.

d. Title to Warrant. The Warrant represents the only warrant for capital stock of the Company owned by Seller. Seller is the owner of all right, title and interest (legal and beneficial) in and to the Warrant and has good, valid and marketable title to the Warrant, free and clear of all liens, mortgages, pledges, security interests, claims, encumbrances, restrictions or charges of any kind, whether voluntary or involuntary.

6. Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that:

(a) Power. Purchaser has all requisite power to execute, deliver and perform its obligations under this Agreement and consummate the transactions contemplated hereby.

(b) Authorization. The execution, delivery and performance by Purchaser of this Agreement and the consummation of the transaction contemplated hereby are within Purchaser’s power and authority and have been duly and validly authorized by all necessary corporate action on the part of the Company and no proceeding (corporate or otherwise) on the part of the Company is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered and constitutes (assuming the due execution and delivery by Seller) a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

(c) Consents. Except as provided in Section 6(e) below, no consent, approval, license, permit, order or authorization of, or registration, declaration, or notice of filing with, any governmental entity or other person, and no lapse of a waiting period, is necessary or required for or in connection with the execution, delivery and performance of this Agreement by Purchaser or the enforcement of this Agreement against Purchaser or and the consummation by Purchaser of the transactions contemplated hereby.

(d) Noncontravention. The execution, delivery and performance of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby will not conflict with or violate any applicable laws.

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(e) Regulatory Approval. As of the Closing Date, all required approvals and regulatory filings will have been made and/or obtained, including but not limited to approval (if required) of the Florida Office of Insurance Regulation.

(f) Accredited Investor. Purchaser is an “accredited investor” as defined in Rule 215 of the Securities Act of 1933, as amended, and (i) is familiar with the business in which the Company is and will be engaged, (ii) based upon its knowledge and experience in financial and business matters, is familiar with investments of this type, (iii) is fully aware of the problems and risks involved in making such an investment, and (iv) is capable of evaluating the merits and risks of this investment. Purchaser acknowledges that, prior to executing this Agreement, there was an opportunity to retain and consult with its own legal counsel, accountants, tax advisors, investment advisors and other third party professionals.

(g) Sufficient Funds. Purchaser has or will have as of the hereof sufficient funds available to pay the Purchase Price, to pay all fees and expenses related to the transactions contemplated hereby, and to operate the Company as a going concern

(h) No Other Representations; Acknowledgement. Purchaser acknowledges that other than as set forth in this Agreement, neither Seller nor any of its officers, directors, employees, agents or any other persons acting or purporting to act on its or their behalf has made any representations, warranty or covenant to Purchaser with respect to the Company, its business, its assets or liabilities, the results of its operations, its financial condition, or its prospects, except as expressly set forth in this Agreement.

7. Negotiated Transaction. The Parties hereby agree that the Purchase Price has been mutually negotiated and agreed upon, and such Purchase Price represents fair and adequate consideration for the Shares and the Warrant.

8. Dividend Rights. Solely for the purpose of dividends, the consummation of the transactions contemplated by this Agreement shall be deemed to have occurred on the date hereof. Seller disclaims (i) any right to receive dividends on or with respect to the Shares that are declared, or for which a record date is set, on or after the date hereof and (ii) any other rights or benefits resulting from or related to ownership of the Shares or the Warrant.

9. Notices. All notices, requests and other communications hereunder shall be in writing (including wire, telefax or similar writing) and it shall be sent, delivered or mailed, addressed, or telefaxed:

(a)

if to Seller, to:

Synovus Financial Corp.

1111 Bay Avenue, Suite 501

Columbus, Georgia 31901

Attention: General Counsel’s Office

Facsimile: (706) 644-1957

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(b)

if to Purchaser, to:

Homeowners Choice, Inc.

2340 Drew Street, Suite 200

Clearwater, Florida 33765

Attn: Andrew Graham

Facsimile: (727) 797-7591

10. Entire Agreement; Amendment and Termination. This Agreement constitutes the entire agreement of the Parties. All prior agreements among the Parties concerning the subject matter hereof, whether written or oral, are merged herein and shall be of no force or effect. This Agreement cannot be altered, modified or discharged orally but only by an agreement in writing. Unless otherwise agreed to in writing by each of the Parties, this Agreement shall terminate and be of no further force and effect if the Closing has not occurred on or before November 30, 2010.

11. Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their legal representatives, and assigns.

12. Further Assurances. The Parties hereby agree to execute and deliver such further instruments and do such further acts as may be required to carry out the intent and purposes of this Agreement.

13. Waiver. The rights and remedies of the Parties hereunder shall not be mutually exclusive, and the exercise by any Party of any right to which such Party is entitled shall not preclude the exercise of any other right such Party may have.

14. Authority. Each individual signing this Agreement on behalf of a corporation or other entity warrants that such individual is authorized to do so and that this Agreement will constitute the legally binding obligation of the entity which such individual represents.

15. Governing Law. This Agreement shall be construed in accordance with the laws and decisions of the State of Georgia

16. Legal Representation. Each person executing this Agreement acknowledges that such person has been advised and afforded the opportunity to seek his own legal counsel, as to the expressed and unexpressed consequences of signing this Agreement, and that such person has either sought separate legal counsel or has chosen not to do so.

17. Counterparts; Telefax or Electronic Mail Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement. Executions that are telefax or received via electronic mail shall be deemed originals.

[Signatures on following page.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.


PURCHASER

Homeowners Choice, Inc.

By:
		Name:
		Title:

SELLER

Synovus Financial Corp.

By:
		Name:
		Title:

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