0001193125-12-398619.txt : 20120920 0001193125-12-398619.hdr.sgml : 20120920 20120920172638 ACCESSION NUMBER: 0001193125-12-398619 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120920 DATE AS OF CHANGE: 20120920 GROUP MEMBERS: KERN M. DAVIS GROUP MEMBERS: NEIL W. SAVAGE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOOD III WILLIAM H. CENTRAL INDEX KEY: 0001513146 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 3962 TARIAN CT CITY: PALM HARBOR STATE: FL ZIP: 34684 FORMER COMPANY: FORMER CONFORMED NAME: HEAD III WILLIAM H DATE OF NAME CHANGE: 20110215 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83187 FILM NUMBER: 121102719 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 SC 13D/A 1 d413040dsc13da.htm AMENDMENT NO 3 TO SCHEDULE 13D Amendment No 3 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

 

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

 

September 18, 2012

(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 person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


  Page 2 of 6 Pages

 

  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

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    61,508

   10   

SHARED DISPOSITIVE POWER

 

    0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    2,014,815

12

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    0.59%

14

 

TYPE OF REPORTING PERSON

 

    IN


  Page 3 of 6 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)  ¨

 

  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

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    204,152

   10   

SHARED DISPOSITIVE POWER

 

    0

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)

 

    1.97%

14

 

TYPE OF REPORTING PERSON

 

    IN


  Page 4 of 6 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

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    208,542

   10   

SHARED DISPOSITIVE POWER

 

    0

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)

 

    2.01%

14

 

TYPE OF REPORTING PERSON

 

    IN


Page 5 of 6 Pages

 

This Amendment No. 3 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, as amended by (i) Amendment No. 1 to the Schedule 13D (“Amendment No. 1”), which was originally filed on October 26, 2011, and (ii) Amendment No. 2 to the Schedule 13D (“Amendment No. 2”), which was originally filed on March 15, 2012, 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, Amendment No. 1 and Amendment No. 2. 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 (the “Exchange Act”), to amend Items 4, 5 and 6 as set forth below.

 

Item 4. Purpose of Transaction.

As previously disclosed terms in the Schedule 13D, Amendment No. 1 and Amendment No. 2, the Reporting Persons entered into an agreement as of February 14, 2011 (the “Original Agreement”) pursuant to which the Reporting Persons formed a group under the Exchange Act. As of September 18, 2012, the Reporting Persons entered into a termination agreement (the “Termination Agreement”), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, pursuant to which they unanimously agreed to terminate the Original Agreement.

 

Item 5. Interest in Securities of the Issuer.

(a) Based on the Issuer’s Form 10-Q for the period ended June 30, 2012, there were 10,361,849 shares of Common Stock outstanding. Mr. Savage beneficially owns 61,508 of the Issuer’s shares, or 0.59% of the Common Stock outstanding as of June 30, 2012, as computed in accordance with Rule 13d-3(d) of the Exchange Act. Mr. Davis beneficially owns 204,152 of the Issuer’s shares, or 1.97% of the Common Stock outstanding as of June 30, 2012, as computed in accordance with Rule 13d-3(d) of the Exchange Act. Mr. Hood beneficially owns 208,542 of the Issuer’s shares, or 2.01% of the Common Stock outstanding as of June 30, 2012, as computed in accordance with Rule 13d-3(d) of the Exchange Act.

(b) Following the Termination Agreement, each of the Reporting Persons has sole voting and dispositive power over their respective shares of Common Stock listed above in Item 5(a) and does not have any shared voting or dispositive power over any shares of Common Stock.

(c) None.

(d) None.

(e) Following the Termination Agreement, each of the Reporting Persons ceased to be a beneficial owner of more than 5% of the Common Stock.

 

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

The summary of the Termination Agreement described in Item 4 above is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit

Number

  

Description

Exhibit 99.1    Termination Agreement, effective as of September 18, 2012, by and between Neil W. Savage, Kern M. Davis and William W. Hood, III.


Page 6 of 6 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: September 18, 2012    

/s/ Neil W. Savage

    Neil W. Savage
Date: September 18, 2012    

/s/ Kern M. Davis

    Kern M. Davis
Date: September 18, 2012    

/s/ William W. Hood, III

    William W. Hood, III
EX-99.1 2 d413040dex991.htm TERMINATION AGREEMENT Termination Agreement

Exhibit 99.1

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (the “Termination”), effective as of September 18, 2012, is made by and between NEIL W. SAVAGE, KERN M. DAVIS and WILLIAM W. HOOD, III all of whom are residents of Pinellas County, Florida. As used herein, Mr. Savage, Mr. Hood and Mr. Davis are sometimes referred to as the “Group Members.”

WHEREAS, on September 30, 2008, United Insurance Holdings, LC merged with FMG Acquisition Corp., thereby creating United Insurance Holdings Corp. (“United”);

WHEREAS, the Group Members entered into an agreement on February 14, 2011 (the “Original Agreement”) to form a “group” under the Securities Exchange Act of 1934, as amended; and

WHEREAS, Section 9 of the Original Agreement states that the Original Agreement may be terminated at any time by the approval and unanimous consent of all of the Group Members and all of the Group Members desire to enter into this Termination to terminate the Original Agreement.

NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

A. Termination of the Original Agreement. The Original Agreement is hereby terminated as of the Effective Date. Notwithstanding anything to the contrary set forth in the Original Agreement, from and after the Effective Date the Group Members shall have no further rights or obligations under the Original Agreement.

B. Amended Schedule 13D and Correspondence to Certain Shareholders. As soon as reasonably practicable following the execution of this Termination, (1) the Group Members will prepare, execute and file with the Securities and Exchange Commission an Amendment No. 3 to the Schedule 13D that was originally filed on February 14, 2011, as amended by (a) Amendment No. 1 to the Schedule 13D, which was originally filed on October 26, 2011 and (b) Amendment No. 2 to the Schedule 13D, which was originally filed on March 15, 2012, and (2) Mr. Savage will deliver a letter to those United shareholders who previously granted a proxy to the Group Members informing them of this Termination and, as a result, the termination of their respective proxies.

C. Governing Law and Counterparts. This Termination will be governed by the laws of the State of Florida without regard to conflicts of laws principles. This Termination may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Termination and all of which, when taken together, will be deemed to constitute one and the same agreement. Facsimile signatures and signatures delivered via e-mailed PDF file shall have the same force and effect as original signatures.

IN WITNESS WHEREOF, the parties have each caused this Termination to be executed and delivered on the date and year first written above.

 

GROUP MEMBERS:

/s/ Neil W. Savage

NEIL W. SAVAGE

/s/ Kern M. Davis

KERN M. DAVIS

/s/ William W. Hood, III

WILLIAM W. HOOD, III