0001104659-13-017606.txt : 20130305 0001104659-13-017606.hdr.sgml : 20130305 20130305171348 ACCESSION NUMBER: 0001104659-13-017606 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130305 DATE AS OF CHANGE: 20130305 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SAFETY INSURANCE HOLDINGS LTD CENTRAL INDEX KEY: 0000783603 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55381 FILM NUMBER: 13666797 BUSINESS ADDRESS: STREET 1: 31 QUEENS STREET STREET 2: 2ND FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 441-296-8560 MAIL ADDRESS: STREET 1: 31 QUEENS STREET STREET 2: 2ND FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN SAFETY INSURANCE GROUP LTD DATE OF NAME CHANGE: 19971218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Catalina Holdings (Bermuda) Ltd CENTRAL INDEX KEY: 0001569798 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: THISTLE HOUSE STREET 2: 4 BURNABY STREET CITY: HAMILTON HM11 STATE: D0 ZIP: 00000 BUSINESS PHONE: 44 7979 533 418 MAIL ADDRESS: STREET 1: THISTLE HOUSE STREET 2: 4 BURNABY STREET CITY: HAMILTON HM11 STATE: D0 ZIP: 00000 SC 13D 1 a13-6000_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

AMERICAN SAFETY INSURANCE HOLDINGS, LTD.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

G02995101

(CUSIP Number)

 

Keith Lyon

General Counsel

Catalina Holdings (Bermuda) Ltd

Cumberland House

1 Victoria Street, 7th Floor, Hamilton HM11, Bermuda

Tel:  +1 441 494 6368

 

With a Copy to:

 

Michael Gilligan

Allen & Overy LLP

1221 Avenue of the Americas

New York, New York 10020

Tel: 212 610 6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 25, 2013

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 purposes 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).

 



 

CUSIP No. G02995101

 

 

1.

Name of Reporting Person
Catalina Holdings (Bermuda) Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
548,390

 

8.

Shared Voting Power

 

9.

Sole Dispositive Power
548,390

 

10.

Shared Dispositive Power

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
548,390

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


(1)  Calculated based on the 9,879,513 aggregate number of common shares stated to be outstanding on November 1, 2012 by the Issuer in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 8, 2012.

 

2



 

ITEM 1. SECURITY AND ISSUER

 

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (“Common Stock”), of American Safety Insurance Holdings Ltd, a Bermuda corporation (the “Issuer”).

 

The address of the principal executive offices of the Issuer is 31 Queen Street, 2nd Floor, Hamilton, HM 11, Bermuda.

 

ITEM 2. IDENTITY AND BACKGROUND

 

This Schedule 13D is being filed by Catalina Holdings (Bermuda) Ltd (“Catalina”), a Bermuda registered and domiciled company.

 

The place of organization of Catalina is Bermuda.  The principal business of Catalina is to acquire insurance and reinsurance companies/portfolios either in run-off or going into run-off.  Catalina was not formed for the specific purpose of investing in the securities of the Issuer.  The principal office of Catalina is located at Cumberland House, 1 Victoria Street, 7th Floor, Hamilton HM11, Bermuda.  The registered office of Catalina is located at Thistle House, 4 Burnaby Street, Hamilton HM11, Bermuda.

 

The name, present principal occupation or employment and business address and citizenship of each director and executive officer of Catalina are as set forth below.

 

Name

 

Present Principal Occupation/Employment
and Address

 

Citizenship

Directors

 

 

 

 

 

 

 

 

 

Mr. Christopher Fagan

 

Chairman, President and Chief Executive Officer of Catalina Holdings (Bermuda) Ltd.

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

United Kingdom

 

 

 

 

 

Mr. Dean Dwonczyk

 

Chief Actuary of Catalina Holdings (Bermuda) Ltd.

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

Australia

 

 

 

 

 

Mr. Yvon Trepanier

 

Self-Employed Actuary

BUSINESS ADDRESS:

1089 Fremont Street

Longueuil, Quebec

Canada J4J 1J2

 

Canada

 

 

 

 

 

Mr. Jens Niklas Herrman Juul

 

Self-Employed Consultant

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

Sweden

 

 

 

 

 

Ms. Brenda Lehmann

 

Senior Corporate Counsel at Isis Law Limited

BUSINESS ADDRESS:

Isis Law Limited

 

Canada

 

3



 

 

 

35 Crow Lane, East Broadway

Devonshire HM19

Bermuda

 

 

 

 

 

 

 

Mr. Michael Wissell

 

Vice President at Ontario Teachers’ Pension Plan

BUSINESS ADDRESS:

Ontario Teachers’ Pension Plan Board

Ontario Teachers’ Pension Plan

5650 Yonge Street, Toronto, Ontario

Canada M2M 4H5

 

Canada

 

 

 

 

 

Mr. John Soden

 

Retired Private Equity Investor

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

United Kingdom

 

 

 

 

 

Executive Officers

 

 

 

 

 

 

 

 

 

Mr. Christopher Fagan

 

Chairman, President and Chief Executive Officer of Catalina Holdings (Bermuda) Ltd.

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

United Kingdom

 

 

 

 

 

Mr. Dean Dwonczyk

 

Chief Actuary of Catalina Holdings (Bermuda) Ltd.

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

Australia

 

 

 

 

 

Mr. Peter Johnson

 

Chief Operating Officer of Catalina Holdings (Bermuda) Ltd.

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

United States

 

 

 

 

 

Mr. Christopher Fleming

 

Chief Financial Officer of Catalina Holdings (Bermuda) Ltd.

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

United Kingdom

 

 

 

 

 

Mr. Keith Lyon

 

Group General Counsel of Catalina Holdings (Bermuda) Ltd.

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

United Kingdom

 

4



 

Mr. Peter Harnik

 

Chief Investment Officer of Catalina Holdings (Bermuda) Ltd.

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

United States

 

 

 

 

 

Mr. Charles Kasmer

 

SVP and Senior Actuary of Catalina Holdings (Bermuda) Ltd.

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

United States

 

 

 

 

 

Mr. Campbell McBeath

 

Group Treasurer of Catalina Holdings (Bermuda) Ltd.

BUSINESS ADDRESS:

Catalina Holdings (Bermuda) Ltd.

Cumberland House, 1 Victoria Street, 7th Floor

Hamilton HM 11

Bermuda

 

Bermuda

 

 

 

 

 

Ms. Brenda Lehmann

 

Senior Corporate Counsel at Isis Law Limited

BUSINESS ADDRESS:

Isis Law Limited

35 Crow Lane, East Broadway

Devonshire HM19

Bermuda

 

Canada

 

During the last five years, neither Catalina nor, to the knowledge of Catalina, any of the persons set forth in the table above (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was party to a judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining any of them from future violations of, or prohibiting or mandating activities subject to U.S. federal or state securities laws or a finding of any violation with respect to such laws.

 

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Catalina has purchased an aggregate of 548,390 shares of Common Stock in the open market at an aggregate purchase price (excluding brokerage commissions) of $10,922,637.06.  The source of the funds used by Catalina to purchase the Common Stock was working capital of Catalina.

 

The information set forth in Item 5(c) below is hereby incorporated by reference into this Item 3.

 

5



 

ITEM 4. PURPOSE OF TRANSACTION

 

Catalina acquired the Common Stock reported in this Schedule 13D for investment purposes because it believed the Common Stock was undervalued and represented an attractive investment opportunity.

 

Catalina expects to engage in discussions with management, the board, other stockholders of the Issuer and other relevant parties concerning the business, assets, strategy and future plans of the Issuer, which discussions may include proposing or considering sales of a material amount of assets of the Issuer or any of its subsidiaries and other actions that are described in subsections (a) through (j) of Item 4 of Schedule 13D.  Furthermore, following discussions with management and the board, Catalina may propose a change in the present board of directors or management of the Issuer, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board.

 

Catalina intends to review its investment in the Issuer on a continuing basis.  Depending on various factors, including, without limitation, the Issuer’s operations and financial position, prospects, capital structure, business development, management, competitive and strategic matters, and prevailing economic, industry and market conditions, as well as alternative investment opportunities and other investment considerations, Catalina may take such actions with respect to its investments in the Issuer as it deems appropriate, including, without limitation, purchasing, voting, trading, disposing or otherwise dealing in the Common Stock in such manner as it deems advisable to benefit from changes in market prices of the Common Stock, changes in the Issuer’s operations, business strategy or prospects, or from any sale or merger of the Issuer.

 

Catalina reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to its investment in the Issuer, including reconsidering or changing its 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)                                       Catalina beneficially owns in aggregate 548,390 shares of Common Stock, which represent 5.6% of the outstanding Common Stock.  The beneficial ownership was calculated based on 9,879,513 shares outstanding as of November 1, 2012, as reported in the Form 10-Q which was filed by the Issuer with the SEC on November 1, 2012.

 

b)                                       Catalina has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 548,390 shares of Common Stock.

 

c)                                        The following table lists all the transactions in Common Stock effected during the past sixty days by Catalina.  All such transactions were effected on the open market.

 

Shares of Common Stock
Purchased

 

Price per Share ($)

 

Date of Purchase

19,859

 

17.01411

 

December 7, 2012

12,735

 

17.27462

 

December 10, 2012

6,673

 

17.43702

 

December 11, 2012

9,700

 

17.33075

 

December 12, 2012

17,511

 

17.13908

 

December 13, 2012

25,597

 

17.19928

 

December 14, 2012

15,993

 

17.49140

 

December 17, 2012

7,300

 

17.76725

 

December 18, 2012

16,515

 

17.84873

 

December 19, 2012

699

 

18.24570

 

December 20, 2012

100

 

18.25000

 

December 21, 2012

13,263

 

19.74434

 

January 8, 2013

9,269

 

19.83442

 

January 9, 2013

7,470

 

19.90604

 

January 10, 2013

6,400

 

19.94228

 

January 11, 2013

12,787

 

19.89765

 

January 14, 2013

4,500

 

19.91175

 

January 15, 2013

4,955

 

19.91452

 

January 16, 2013

2,560

 

19.97273

 

January 17, 2013

 

6



 

8,492

 

19.92339

 

January 18, 2013

16,598

 

19.91372

 

January 22, 2013

7,700

 

19.92047

 

January 23, 2013

11,000

 

19.89023

 

January 24, 2013

7,601

 

19.90039

 

January 25, 2013

10,402

 

19.88841

 

January 28, 2013

20,200

 

19.93814

 

January 29, 2013

20,152

 

19.90459

 

January 30, 2013

10,302

 

19.99050

 

February 1, 2013

16,299

 

19.86310

 

February 4, 2013

20,818

 

19.78496

 

February 5, 2013

17,644

 

19.77040

 

February 6, 2013

10,300

 

19.89188

 

February 7, 2013

5,525

 

19.92771

 

February 8, 2013

9,206

 

20.01456

 

February 11, 2013

16,293

 

19.99534

 

February 12, 2013

8,258

 

20.01023

 

February 13, 2013

1,277

 

20.25149

 

February 14, 2013

7,000

 

20.78053

 

February 15, 2013

19,619

 

21.56136

 

February 19, 2013

21,504

 

21.85449

 

February 20, 2013

13,297

 

22.27991

 

February 21, 2013

11,552

 

22.43197

 

February 22, 2013

9,051

 

22.76626

 

February 25, 2013

2,240

 

22.43669

 

February 25, 2013

5,100

 

22.68777

 

February 26, 2013

5,061

 

22.61573

 

February 27, 2013

12,800

 

22.88392

 

February 28, 2013

9,100

 

23.27262

 

March 1, 2013

9,094

 

23.45141

 

March 4, 2013

11,019

 

23.19359

 

March 5, 2013

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Other than as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among Catalina or, to the knowledge of Catalina, the executive officers and directors of Catalina, and the Issuer.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

None.

 

7



 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: March 5, 2013

 

 

 

Catalina Holdings (Bermuda) Ltd.

 

 

 

 

By:

/s/ Campbell McBeath

 

 

Name: Campbell McBeath

 

 

Title: Group Treasurer

 

8