SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
United Insurance Holdings Corp. |
(Name of Issuer)
Common Stock, par value $0.0001 |
(Title of Class of Securities)
910710102 |
(CUSIP Number)
Neil W. Savage 333 Third Avenue North Suite 400 St. Petersburg, Florida 33701 (727) 341-8388 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to:
Chester E. Bacheller, Esq. Holland & Knight LLP 100 North Tampa Street, Suite 4100 Tampa, Florida 33602 Phone: (813) 227-8500 Fax: (813) 229-0134
October 26, 2011 |
(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: ¨
* | The remainder of this cover page shall be filled out for a reporting persons 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).
1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)
Neil W. Savage | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
61,508 | ||||
8 | SHARED VOTING POWER
1,953,307 | |||||
9 | SOLE DISPOSITIVE POWER
61,508 | |||||
10 | SHARED DISPOSITIVE POWER
1,953,307 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,014,815 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.44% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
Page 2 of 8 Pages
1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)
Kern M. Davis | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
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3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
204,152 | ||||
8 | SHARED VOTING POWER
1,953,307 | |||||
9 | SOLE DISPOSITIVE POWER
204,152 | |||||
10 | SHARED DISPOSITIVE POWER
1,953,307 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,157,459 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.82% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
Page 3 of 8 Pages
1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. (ENTITIES ONLY)
William W. Hood, III | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS*
PF | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
208,542 | ||||
8 | SHARED VOTING POWER
1,953,307 | |||||
9 | SOLE DISPOSITIVE POWER
208,542 | |||||
10 | SHARED DISPOSITIVE POWER
1,953,307 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,161,849 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.86% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
Page 4 of 8 Pages
This Amendment No. 1 to Schedule 13D (the Amendment) is being filed on behalf of Neil W. Savage, Kern M. Davis and William W. Hood, III to amend the Schedule 13D (the Schedule 13D) which was originally filed on February 14, 2011 relating to the common stock, $0.0001 par value (the Common Stock) of United Insurance Holdings Corp. (the Issuer). All terms used and not otherwise defined in this Amendment shall have the meanings attributed to such terms in the Schedule 13D and any prior amendments. This Amendment is being filed pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities and Exchange Act of 1934 as amended. Only those items reported in this Amendment are amended. All other items remain unchanged.
Item 3. | Source and Amount of Funds or Other Consideration. |
On or about September 28, 2011, the Reporting Persons acquired the following additional amounts of Common Stock of the Issuer: Mr. Savage - 10,000 shares; Mr. Davis - 16,000 shares and Mr. Hood - 47,394 shares. All consideration for purchase of the Issuers securities was through personal funds of each Reporting Person.
Item 4. | Purpose of Transaction. |
The Reporting Persons have been dissatisfied with, among other matters, the financial position and results of Uniteds operations and the price levels and liquidity of Uniteds common shares. To have greater influence and input into the business, direction and operations of United the Reporting Persons formed the group referenced in the Reporting Persons Schedule 13Ds filed with the United States Securities and Exchange Commission on February 22, 2011. On or about September 28, 2011, the Reporting Persons acquired the following additional amounts of Common Stock of the Issuer: Mr. Savage - 10,000 shares; Mr. Davis - 16,000 shares and Mr. Hood - 47,394 shares.
Reporting Person Neil W. Savage sent correspondence, dated October 26, 2011, to the Chairman of the board of directors of the Issuer (the Board of Directors), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, in which a request was made to add individuals to the Board.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and intend to engage in further communications with members of the Board of Directors, management of the Issuer and other representatives of the Issuer, other stockholders of the Issuer, knowledgeable industry or market observers or other persons, regarding the Issuer, including but not limited to the Issuers business, operations, assets, capitalization, financial condition, management, strategy and future plans and strategic alternatives that may be available to the Issuer. Such discussions may concern ideas or proposals that, if effected, may result in one or more of the events described in Item 4 of Schedule 13D, including but not limited to the acquisition or disposition by the Reporting Persons or other persons of shares of Common Stock, changes to the operating or other strategies of the Issuer, changes to the Issuers governing documents, revisions to the Issuers capitalization or dividend policy, extraordinary corporate transactions involving the Issuer, and/or further changes in the Board of Directors or management of the Issuer. Depending on various factors, including but not limited to the Issuers financial position and strategic direction, actions taken by the Board, price levels of shares of the Common Stock, other investment opportunities available to the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of the Common Stock or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Item 5. | Interest in Securities of the Issuer. |
(a) Based on the Form 10-Q of the Issuer for the period ended June 30, 2011, there were 10,361,849 shares of Common Stock outstanding. In the aggregate, the Reporting Persons beneficially own 2,427,509 shares, including voting and disposition rights for 1,953,307 common shares pursuant to proxy rights, as described below. These shares present approximately 23.43% of the Issuers Common Stock outstanding as of June 30, 2011, as computed in accordance with Rule 13d-3(d) of the Exchange Act. See Item 5(b) below for beneficial ownership information regarding each person named in Item 2.
Page 5 of 8 Pages
(b) The following table sets forth for each Reporting Person the number of shares and applicable percentage of outstanding common shares as of June 30, 2011 as to which there is sole power to vote or direct to vote, shared power to vote or direct to vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition of the Issuers common stock:
Name |
# of common shares with sole voting or dispositive powers |
% | # of common shares with shared voting or dispositive powers (4) |
% | Total | % | ||||||||||||||||||
Neil W. Savage (1) |
61,508 | 0.59 | % | 1,953,307 | 18.85 | % | 2,014,815 | 19.44 | % | |||||||||||||||
Kern M. Davis (2) |
204,152 | 1.97 | % | 1,953,307 | 18.85 | % | 2,157,459 | 20.82 | % | |||||||||||||||
William W. Hood, III (3) |
208,542 | 2.01 | % | 1,953,307 | 18.85 | % | 2,161,849 | 20.86 | % | |||||||||||||||
Total |
474,202 | 4.58 | % | 1,953,307 | 18.85 | % | 2,427,509 | 23.43 | % |
(1) | Mr. Savage beneficially owns, individually and in his self-directed IRA Account, 51,508 common shares. |
(2) | Mr. Davis beneficially owns 78,777 common shares through the Kern M. Davis TTEE/U/A DTD April 3, 2001, Kern M. Davis Living Trust and 125,375 common shares through the Frances T. Davis IRA/Raymond James and Assoc Inc CSDN/Kern Michael Davis POA of which he has voting and dispositive control. |
(3) | Mr. Hood beneficially owns, through the William H. Hood, III Revocable Trust of which he is trustee with voting and dispositive control, 163,148 common shares. |
(4) | Represents beneficial ownership attributable to each Reporting Person pursuant to proxy rights as more fully described in footnote (5). |
(5) | The following table identifies each United stockholder that has granted the Reporting Persons a proxy in the form attached as Exhibit 99.3 to the Schedule 13D originally filed on February 14, 2011, along with those who granted the Reporting Persons an addendum to the proxy in the form attached hereto as Exhibits 99.2 and 99.3 and those who granted the Reporting Persons a proxy in the form attached hereto as Exhibit 99.4, and the number of shares and percentage ownership as of June 30, 2011 underlying each proxy. These proxies were solicited in accordance with Rule 14a-2(b)(2) of the Exchange Act. Mr. Savage is granted primary voting rights and in his absence either Mr. Davis or Mr. Hood may exercise proxy voting rights. The proxies grant voting rights for all matters on which a shareholder vote or consent is required, excepting only a Sale of Company, as defined in the Proxy, to which reference is made. |
Name |
# of Shares | % of Shares |
||||||
Mark S. and Linda C. Berset |
443,004 | 4.28 | % | |||||
Daniel M. Harvey, Jr. (a) |
285,708 | 2.76 | % | |||||
John B. Weir, Jr |
250,750 | 2.42 | % | |||||
Robert C. Frey |
240,000 | 2.32 | % | |||||
Jean G. Irwin (b) |
219,495 | 2.12 | % | |||||
IIM Holdings II, LLC (c) |
200,000 | 1.93 | % | |||||
John B. Norrie (d) |
125,375 | 1.21 | % | |||||
Nicholas Griffin |
80,210 | 0.77 | % | |||||
Kristin Brett |
62,777 | 0.61 | % | |||||
Booker Creek Venture, Inc. (e) |
45,988 | 0.44 | % | |||||
Total |
1,953,307 | 18.85 | % |
(a) | Represents shares held in the name of IPP1 Family Limited Partnership of which Daniel M. Harvey, Jr. has voting rights as President of Mid Town Management Corp., its general partner. |
(b) | Represents 94,120 common shares held by JJM Fund Management, LLC and 125,375 common shares held by the Jean G. Getting Irwin Trust of which Jean G. Irwin has voting rights. |
Page 6 of 8 Pages
(c) | Bruce Lucas has voting rights for IIM Holdings II, LLC. |
(d) | Represents common shares held in the name of Constance M. Norrie, et al. TTEE 11/27/91 and John Blair Norrie, et al. TTEE 11/27/91 of which John B. Norrie has voting rights. |
(e) | Ronald F. Holehouse has voting rights for Brook Creek Venture, Inc. |
Each Reporting Person disclaims economic or pecuniary ownership of the shares underlying these proxies or the shares held by the other Reporting Persons. Each Reporting Person provided only information as to itself and did not independently verify the information contained in this Schedule 13D provided by any other Reporting Person.
(d) None.
(e) None
Item 7. | Material to be Filed as Exhibits. |
Exhibit Number |
Description | |
Exhibit 99.1 | October 26, 2011 Correspondence from Neil W. Savage to the Chairman of the Board of Directors. | |
Exhibit 99.2 | Form of Addendum to Proxy. | |
Exhibit 99.3 | Addendum to Proxy Signed on October 26, 2011 by Robert C. Frey. | |
Exhibit 99.4 | Proxy Signed on October 25, 2011 by Bruce Lucas as Managing Member of IIM Holdings II, LLC. |
Page 7 of 8 Pages
SIGNATURE PAGE
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this Schedule 13D with respect to such person is true, complete and correct.
Date: October 26, 2011 | /s/ Neil W. Savage | |
Neil W. Savage | ||
Date: October 26, 2011 | /s/ Kern M. Davis | |
Kern M. Davis | ||
Date: October 26, 2011 | /s/ William W. Hood, III | |
William W. Hood, III |
Page 8 of 8 Pages
Exhibit 99.1
NEIL W. SAVAGE
333 3rd Avenue North
St. Petersburg, Florida 33701
October 26, 2011
SENT VIA E-MAIL AND US MAIL
Gregory C. Branch
Chairman
United Insurance Holdings Corp
360 Central Avenue, Suite 900
St. Petersburg, Florida 33701
Greg:
I am writing at your request to follow up on our preliminary discussions regarding potential board representation.
After some deliberation, we have decided to formally request board representation. We believe one-third of the board seats would be appropriate under the circumstances. Based on the boards current maximum size of nine members, we would request that Bruce Lucas, Nick Griffin, and Kern Davis be appointed as board members. As we understand that the board currently has seven members, one member would have to resign or not stand for re-election at the next board meeting in order to satisfy our request. Also, if the board size were to contract to six members, we would request that Bruce Lucas and Nick Griffin be appointed as board members. In addition, if the board size were to expand, we can identity an additional board member accordingly.
Finally, to the extent you need or require that we provide additional information regarding these matters (for instance, your most recent proxy statement suggests that certain information may be needed for certain director nominees), we are prepared to comply with any reasonable requirement.
I look forward to hearing from you.
Regards.
/s/ Neil W. Savage |
Neil W. Savage |
Exhibit 99.2
ADDENDUM TO IRREVOCABLE PROXY
OF UNITED INSURANCE HOLDINGS CORP.
To induce Neil W. Savage, William H. Hood, III, and Kern M. Davis (collectively Proxy Holders or individually Proxy Holder) to incur the expenses and devote time associated with filing a Schedule 13D in connection with beneficial ownership of United Insurance Holdings Corp., a Delaware corporation (United), the undersigned (Shareholder), a shareholder of United, made certain representations and granted a proxy to the Proxy Holders on or about February 14, 2011 for the shares of United that the Shareholder owned as of the date of such proxy (the Original Proxy).
On or about September 28, 2011, the Shareholder acquired additional shares of United (the Additional Shares).
Pursuant to this Addendum to Irrevocable Proxy, the Shareholder hereby makes the Additional Shares subject to the proxy he granted on or about February 14, 2011 so that the Additional Shares are added to the Shares in the Original Proxy.
Except as expressly set forth herein, the Original Proxy shall not by implication or otherwise be supplemented or amended by virtue of this Addendum, but shall remain in full force and effect, as supplemented hereby. This Addendum and the unaltered portions of the Original Proxy constitute the entire agreement between the parties with respect to the subject matter of this Addendum and supersede all prior agreements and understanding, both oral and written, between the parties with respect to the subject matter of this Addendum. To the extent that there is a conflict between the terms and provisions of the Original Proxy and this Addendum, the terms and provisions of this Addendum shall govern for purposes of the subject matter of this Addendum only.
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Name: |
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Date: |
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Exhibit 99.3
ADDENDUM TO IRREVOCABLE PROXY
OF UNITED INSURANCE HOLDINGS CORP.
To induce Neil W. Savage, William H. Hood, III, and Kern M. Davis (collectively Proxy Holders or individually Proxy Holder) to incur the expenses and devote time associated with filing a Schedule 13D in connection with beneficial ownership of United Insurance Holdings Corp., a Delaware corporation (United), the undersigned (Shareholder), a shareholder of United, made certain representations and granted a proxy to the Proxy Holders on or about February 14, 2011 for the shares of United that the Shareholder owned as of the date of such proxy (the Original Proxy).
The Shareholder has acquired 70,000 additional shares of United (the Additional Shares).
Pursuant to this Addendum to Irrevocable Proxy, the Shareholder hereby makes the Additional Shares subject to the proxy he granted on or about February 14, 2011 so that the Additional Shares are added to the Shares in the Original Proxy.
Except as expressly set forth herein, the Original Proxy shall not by implication or otherwise be supplemented or amended by virtue of this Addendum, but shall remain in full force and effect, as supplemented hereby. This Addendum and the unaltered portions of the Original Proxy constitute the entire agreement between the parties with respect to the subject matter of this Addendum and supersede all prior agreements and understanding, both oral and written, between the parties with respect to the subject matter of this Addendum. To the extent that there is a conflict between the terms and provisions of the Original Proxy and this Addendum, the terms and provisions of this Addendum shall govern for purposes of the subject matter of this Addendum only.
/s/ Robert C. Frey |
Robert C. Frey |
Date: October 26, 2011 |
Exhibit 99.4
IRREVOCABLE PROXY
OF
UNITED INSURANCE HOLDINGS CORP.
To induce Neil W. Savage, William H. Hood, III, and Kern M. Davis (collectively Proxy Holders or individually Proxy Holder) to incur the expenses and devote time associated with filing a Schedule 13D in connection with beneficial ownership of United Insurance Holdings Corp., a Delaware corporation (United), the undersigned (Shareholder), a shareholder of United, makes the following representations and grants the following proxy:
1. Shareholder represents and warrants that as of the date hereof Shareholder beneficially owns 200,000 of the issued and outstanding shares of United common stock (Shares), all of which Shares are free and clear of all proxies and agreements to sell. Shareholder represents and warrants that Shareholder has the sole voting power with respect to the Shares. Evidence of shareholders beneficial ownership of the Shares is attached as Exhibit A.
2. Shareholder agrees that until the earlier of (i) the decision of the Proxy Holders to terminate the Group filing status of the Proxy Holders under Schedule 13D pursuant to the rules and regulations promulgated by the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934, as amended, or (ii) three (3) years from the date of this irrevocable proxy, or such shorter period as may be required under applicable state law, (referred to as the Termination Date), Shareholder will not sell, transfer or dispose of, nor permit to be sold, or otherwise dispose of or transfer in any manner, either voluntarily or by operation of law, any Shares, and no subsequent proxy for the Shares will be granted or written consent will be executed by Shareholder without the consent of a majority of the Proxy Holders.
3. Shareholder hereby irrevocably (to the fullest extent provided by law) constitutes and appoints Neil W. Savage, and in his absence, either Kern M. Davis or William H. Hood, III, its proxy and power of attorney with full power of substitution and resubstitution for all Shares identified in paragraph one for which Shareholder has the right to vote, to vote on any matters at any meeting of shareholders of United or any adjournment thereof (or to execute a shareholder consent), exclusive only of a Sale of Company Transaction.
A Sale of Company Transaction is defined as:
(i) Any consolidation or merger of United in which United is not the continuing or surviving corporation or pursuant to which shares of the common stock of United would be converted into cash (other than cash attributable to dissenters rights), securities or other property, other than a consolidation or merger of United in which the holders of the common stock of United immediately prior to the consolidation or merger have approximately the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger; or
(ii) The shareholders of United approve a sale, transfer, liquidation or other disposition of all or substantially all of the assets of United.
4. The proxy granted hereby shall continue in effect until the Termination Date. Shareholder acknowledges and agrees that such proxy is coupled with an interest and is irrevocable (to the fullest extent provided by law) for the duration hereof. This proxy shall automatically terminate and be revoked and be of no further force and effect on and after the Termination Date.
5. Nothing contained in this Agreement shall be deemed to vest in Proxy Holders or their representatives any direct or indirect ownership or incidence of economic or pecuniary ownership with respect to any Shares. All rights, ownership, economic and pecuniary benefits of and relating to the Shares shall remain and belong to Shareholder. Shareholder shall be entitled to all dividends and distributions relating to the Shares.
6. Shareholder permits Proxy Holders to publish and disclose in Schedule 13D filings, Form 3 or 4 filings and any other disclosures or filings required by the SEC or by applicable law the existence of this proxy.
Dated October 25, 2011
IIM Holdings II, LLC | ||
By: | /s/ Bruce Lucas | |
Bruce Lucas, Managing Member | ||
Address: | ||
1151 Skye Lane | ||
Palm Harbor, FL 34683 | ||
NUMBER OF SHARES OWNED: 200,000 |
Please sign exactly as your name appears on your United stock certificate.
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