UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Amendment No. 3
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Under the Securities Exchange Act of 1934
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UNIVERSAL AMERICAN CORP.
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(Name of Issuer)
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Common Stock (par value $.01 per share)
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91338E101
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(Title of class of securities)
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(CUSIP number)
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Capital Z Partners, Ltd.
Capital Z Partners III GP, LP
142 West 57th Street, 3rd Floor
New York, NY 10019
Attention: Mr. Craig Fisher
Tel No. (212) 965-0800
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(Name, address and telephone number of person authorized to receive notices and communications)
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March 28, 2014
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(Date of event which requires filing of this statement)
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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 [_].
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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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 that would alter disclosures provided in a prior cover page.
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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 (the “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).
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1
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NAME OF REPORTING PERSON:
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Capital Z Financial Services Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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||||||
4
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SOURCE OF FUNDS:
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Not applicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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[ ]
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|||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Bermuda
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
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0
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||||
BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER:
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13,896,417
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER:
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0
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER:
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13,896,417
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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13,896,417
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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16.0%
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14
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TYPE OF REPORTING PERSON:
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PN
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1
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NAME OF REPORTING PERSON:
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Capital Z Financial Services Private Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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||||||
4
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SOURCE OF FUNDS:
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Not applicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Bermuda
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
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0
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER:
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73,819
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER:
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0
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER:
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73,819
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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73,819
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): [__%]
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0.09%
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14
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TYPE OF REPORTING PERSON:
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PN
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1
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NAME OF REPORTING PERSON:
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Capital Z Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) [ ]
(b) [X]
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||||||
3
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SEC USE ONLY
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|||||||
4
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SOURCE OF FUNDS:
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Not applicable
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||||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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[ ]
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||||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Bermuda
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
|
0
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|||||
BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER:
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13,970,236
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|||||
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER:
|
0
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|||||
PERSON WITH
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10
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SHARED DISPOSITIVE POWER:
|
13,970,236
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|||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
13,970,236
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||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
[ ]
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||||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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16.1%
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14
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TYPE OF REPORTING PERSON:
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PN
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1
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NAME OF REPORTING PERSON:
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Capital Z Partners, Ltd.
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|||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) [ ]
(b) [X]
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|||||
3
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SEC USE ONLY
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||||||
4
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SOURCE OF FUNDS:
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Not applicable
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|||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
[ ]
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|||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Bermuda
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
|
0
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||||
BENEFICIALLY
OWNED BY
|
8
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SHARED VOTING POWER:
|
13,970,236
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EACH
REPORTING
|
9
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SOLE DISPOSITIVE POWER:
|
0
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||||
PERSON WITH
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10
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SHARED DISPOSITIVE POWER:
|
13,970,236
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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13,970,236
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|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): [__%]
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16.1%
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14
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TYPE OF REPORTING PERSON:
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CO
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1
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NAME OF REPORTING PERSON:
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Capital Z Partners III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS:
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Not applicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
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0
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER:
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2,473,041
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER:
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0
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER:
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2,473,041
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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2,473,041
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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2.9%
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14
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TYPE OF REPORTING PERSON:
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PN
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1
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NAME OF REPORTING PERSON:
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Capital Z Partners III GP, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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||||||
4
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SOURCE OF FUNDS:
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Not applicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
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0
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER:
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2,473,041
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EACH
REPORTING
|
9
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SOLE DISPOSITIVE POWER:
|
0
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER:
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2,473,041
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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2,473,041
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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2.9%
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14
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TYPE OF REPORTING PERSON:
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OO
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1
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NAME OF REPORTING PERSON:
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Capital Z Partners Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS:
|
Not applicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Delaware
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER:
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0
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER:
|
17,502(1)
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EACH
REPORTING
|
9
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SOLE DISPOSITIVE POWER:
|
0
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PERSON WITH
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10
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SHARED DISPOSITIVE POWER:
|
17,502(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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17,502(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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0.02%
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14
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TYPE OF REPORTING PERSON:
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OO
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Name
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Principal Occupation or Employment
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Robert A. Spass
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Chief Executive Officer and Chairman of the Board
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Bradley E. Cooper
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Senior Vice President
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Roland V. Bernardon
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Chief Financial Officer, Treasurer and Assistant Secretary
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Craig Fisher
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General Counsel and Secretary
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Exhibit No.
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Description
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7.1
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Joint Filing Agreement
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7.2
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Form of Share Purchase Agreement, dated as of March 28, 2014, entered into by the Capital Z Investors and the Buyers
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CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
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By:
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Capital Z Partners, L.P., its General Partner
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By:
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Capital Z Partners, Ltd., its General Partner
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.
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By:
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Capital Z Partners, L.P., its General Partner
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By:
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Capital Z Partners, Ltd., its General Partner
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z PARTNERS, L.P.
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By:
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Capital Z Partners, Ltd., its General Partner
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z PARTNERS, LTD.
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z PARTNERS III, L.P.
By: CAPITAL Z PARTNERS III GP, LLC,
its General Partner
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z PARTNERS III GP, LLC
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z PARTNERS MANAGEMENT, LLC
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
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By:
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Capital Z Partners, L.P., its General Partner
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By:
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Capital Z Partners, Ltd., its General Partner
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P.
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By:
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Capital Z Partners, L.P., its General Partner
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By:
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Capital Z Partners, Ltd., its General Partner
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z PARTNERS, L.P.
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By:
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Capital Z Partners, Ltd., its General Partner
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z PARTNERS, LTD.
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z PARTNERS III, L.P.
By: CAPITAL Z PARTNERS III GP, LLC,
its General Partner
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z PARTNERS III GP, LLC
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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CAPITAL Z PARTNERS MANAGEMENT, LLC
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By:
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/s/ Craig Fisher
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Name: Craig Fisher
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Title: General Counsel
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a.
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No Injunction. At the Closing, there shall be no effective injunction, writ or preliminary restraining order or any order of any nature issued by a court of other governmental authority of competent jurisdiction to the effect that the Transaction may not be consummated as herein provided.
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b.
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Instruments of Conveyance. At the Closing, the Seller shall deliver to Buyer the items referenced in Section 5 of this Agreement.
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c.
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Representations and Warranties. At the Closing, the representations and warranties of each of the Buyer and Seller in this Agreement shall be true and correct and authorized representatives of Buyer and Seller shall deliver certificates to the other dated the Closing Date to such effect.
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d.
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Regulatory Approvals. At the Closing, the Regulatory Approvals shall have been obtained. For purposes of this Agreement, “Regulatory Approvals” means divestiture of control of a domestic insurer filing for and approval by the Texas Department of Insurance with respect to Seller.
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a.
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By mutual consent of the Seller and the Buyer.
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b.
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By either the Seller or the Buyer if the Closing Date shall not have occurred on or before June 30, 2014.
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a.
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The Buyer has not relied upon any representations (whether oral or written) with respect to the Seller, Universal or the Redemption Shares other than as set forth in this Agreement.
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b.
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The Buyer believes that it has received all the information it considers necessary or appropriate for deciding whether to buy the Redemption Shares and has made its own analysis and decision to buy the Redemption Shares from the Seller based upon such information as the Buyer deems appropriate.
|
c.
|
The Buyer acknowledges (i) that the Seller has not made any representation or warranty, express or implied, except as set forth herein, regarding any aspect of the sale and redemption of the Redemption Shares, the operation or financial condition of Universal or the value of the Redemption Shares, and (ii) that the Seller is relying upon the truth of the acknowledgements in this Section 10 in connection with the purchase and redemption of the Redemption Shares hereunder.
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d.
|
The Buyer has had a full and complete opportunity to consult legal, tax and business advisors and has in fact consulted such advisors with respect to this
|
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agreement and any matters contemplated hereunder. The Buyer further acknowledges that it has not engaged or employed any broker or finder in connection with the transactions referred to herein and that the sale of the Redemption Shares has been privately negotiated by the Seller and the Buyer.
|
e.
|
The Buyer acknowledges that it (i) has received a copy of the Universal Prospectus dated as of October 24, 2013, (ii) is aware that Universal and members of Universal management have entered into substantially similar agreements with the Seller to purchase shares of Universal Common Stock and (iii) is not relying on any representation and warranties, express or implied made by Universal in connection with its entering into this Agreement.
|
a.
|
Seller: craig.fisher@capitalz.com
|
b.
|
Buyer:
|
BUYER:
[NAME OF BUYER]
By:____________________________
|
||||
SELLER:
CAPITAL Z FINANCIAL SERVICES FUND II, L.P.
|
||||
By:
|
||||
Name:
|
||||
Title:
|
||||