0001193125-15-269496.txt : 20150730 0001193125-15-269496.hdr.sgml : 20150730 20150730090029 ACCESSION NUMBER: 0001193125-15-269496 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150730 DATE AS OF CHANGE: 20150730 GROUP MEMBERS: AMTRUST INTERNATIONAL INSURANCE, LTD. GROUP MEMBERS: LEAH KARFUNKEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: National General Holdings Corp. CENTRAL INDEX KEY: 0001578735 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 271046208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88024 FILM NUMBER: 151014585 BUSINESS ADDRESS: STREET 1: 59 MAIDEN LANE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 212-380-9500 MAIL ADDRESS: STREET 1: 59 MAIDEN LANE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10038 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KARFUNKEL MICHAEL CENTRAL INDEX KEY: 0001085766 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 6201 15TH AVE CITY: BROOKLYN STATE: NY ZIP: 11219 SC 13D/A 1 d19354dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1 )

 

 

National General Holdings Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

636220 303

(CUSIP Number)

Michael Karfunkel

c/o National General Holdings Corp.

59 Maiden Lane, 38th Floor

New York, NY 10038

(212) 380-9500

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

July 28, 2015

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box   ¨.

 

 

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.

 

 

 

* 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).

(Continued on following pages)

(Page 1 of 8 Pages)

 

 

 


 

CUSIP No. 636220 303    13D    Page 2 of 8 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Michael Karfunkel

  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 ITEM 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

12,593,308

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

12,593,308

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,593,308

12  

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

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.4%

14  

TYPE OF REPORTING PERSON

 

IN


 

CUSIP No. 636220 303    13D    Page 3 of 8 Pages

 

  1   

NAME OF REPORTING PERSONS

 

Leah Karfunkel

  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 ITEM 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

32,961,262

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

32,961,262

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,961,262

12  

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

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35.2%

14  

TYPE OF REPORTING PERSON

 

IN


 

CUSIP No. 636220 303    13D    Page 4 of 8 Pages

 

  1   

NAME OF REPORTING PERSONS

 

AmTrust International Insurance, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

12,295,430

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

12,295,430

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,295,430

12  

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

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.1%

14  

TYPE OF REPORTING PERSON

 

CO


 

CUSIP No. 636220 303    13D    Page 5 of 8 Pages

 

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment No. 1”) amends and supplements the initial Schedule 13D (the “Schedule 13D”), as filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2014, by Michael Karfunkel, Leah Karfunkel and AmTrust International Insurance, Ltd. with respect to the common stock, par value $0.01 per share (the “Common Stock”), of National General Holdings Corp., a Delaware corporation (the “Issuer”). Except as specifically amended and supplemented by this Amendment No. 1, the Schedule 13D remains in full force and effect. Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.

Item 2. Identity and Background

Item 2(c) is amended as follows:

“Leah Karfunkel is sole trustee of The Michael Karfunkel 2005 Grantor Retained Annuity Trust (the “GRAT”).” is hereby replaced with “Leah Karfunkel was the sole trustee of The Michael Karfunkel 2005 Grantor Retained Annuity Trust (the “GRAT”). In accordance with the terms of the GRAT, upon its expiration at the end of its 10 year term, the assets of the GRAT were distributed to the Michael Karfunkel Family 2005 Trust (the “Family Trust”). Leah Karfunkel serves as a trustee of the Family Trust. The Family Trust also has a second trustee, Barry Zyskind, who delegated sole and exclusive power to vote, invest or dispose of all shares of Common Stock of the Issuer held by the Family Trust to his co-trustee, Leah Karfunkel.”

Item 2(f) is hereby amended and restated in its entirety as follows:

Except for Max Caviet, Julian Griffiths, Michael Bott, Chris Souter and Jo Spittle, every natural person listed on Schedule I hereto is a citizen of the United States of America. Max Caviet, Julian Griffiths, Michael Bott, Chris Souter and Jo Spittle are citizens of Great Britain.

Schedule I to this Schedule 13D is hereby amended and restated in its entirety in the form attached hereto, which is incorporated by reference.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following paragraph:

The purpose of this filing is to report the distribution of the 32,961,262 shares of Common Stock held by the GRAT to a second trust formed by Michael Karfunkel in 2005, the Family Trust. The GRAT was formed in 2005 with a ten year term. Leah Karfunkel, the wife of Michael Karfunkel, served as sole trustee of the GRAT. In accordance with the terms of the GRAT, at the end of the 10 year term, the assets of the GRAT (including the 32,961,262 shares of Common Stock) were distributed to the Family Trust. Leah Karfunkel serves as a trustee of the Family Trust. The Family Trust also has a second trustee, Barry Zyskind, a director of the Issuer. Mr. Zyskind has delegated sole and exclusive power to vote, invest or dispose of all shares of Common Stock of the Issuer held by the Family Trust to his co-trustee, Leah Karfunkel. Accordingly, Leah Karfunkel has all powers of a sole trustee with respect to the shares of Common Stock of the Issuer held by the Family Trust in the same manner that she had such powers with respect to the shares of Common Stock held by the GRAT.


 

CUSIP No. 636220 303    13D    Page 6 of 8 Pages

 

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated in its entirety as follows:

 

  (a) As of the date hereof, Michael Karfunkel, Chairman and Chief Executive Officer of the Issuer, beneficially owns 12,593,308 shares of Common Stock, which represents 13.4% of the Issuer’s 93,730,711 outstanding shares of Common Stock as of July 27, 2015. Leah Karfunkel, trustee of the Family Trust, beneficially owns 32,961,262 shares of Common Stock, which represents 35.2% of the Issuer’s 93,730,711 outstanding shares of Common Stock as of July 27, 2015. AII beneficially owns 12,295,430 shares of Common Stock, which represents 13.1% of the Issuer’s 93,730,711 outstanding shares of Common Stock as of July 27, 2015. Neither AFSI, nor to AII’s knowledge, any of the persons listed on Schedule I hereto, other than Michael Karfunkel and Leah Karfunkel, beneficially holds any shares of Common Stock.

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

Item 6 is hereby amended and restated in its entirety as follows:

Barry Zyskind executed a Limited Power of Attorney as authorized by the Family Trust, pursuant to which Mr. Zyskind appointed Leah Karfunkel as attorney-in-fact to exercise sole and exclusive voting, investment and dispositive power over all of the shares of the Issuer’s Common Stock held by the Family Trust.

Item 7. Material to Be Filed as Exhibits.

Exhibit A       Limited Power of Attorney, dated July 28, 2015 executed by Barry D. Zyskind.


 

CUSIP No. 636220 303    13D    Page 7 of 8 Pages

 

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.

July 29, 2015

 

By:  

/s/ Michael Karfunkel

Name: Michael Karfunkel
By:  

/s/ Leah Karfunkel

Name: Leah Karfunkel
AMTRUST INTERNATIONAL INSURANCE, LTD.
By:  

/s/ Stephen B. Ungar

Name: Stephen B. Ungar
Title: Secretary


 

CUSIP No. 636220 303    13D    Page 8 of 8 Pages

 

SCHEDULE I

 

Name

  

Business Address

  

Principal Occupation

Michael Bott   

7 Reid Street, Suite 400

Hamilton HM 11 Bermuda

   Director, SVP and Assistant Secretary of AII
Max Caviet   

2 Minster Court, Mincing Lane

London EC3R 7BB United Kingdom

  

President and Director of AII

CEO of AmTrust Europe Ltd.

Donald DeCarlo   

1979 Marcus Avenue, Suite 210

Lake Success, NY 11042

  

Attorney – Law Office of Donald DeCarlo

Director of AFSI

Director of Issuer

Susan Fisch   

59 Maiden Lane, 43rd Floor

New York, NY 10038

   Director of AFSI
Julian Griffiths   

7 Reid Street, Suite 400

Hamilton HM 11 Bermuda

   Vice President and Director of AII
Abraham Gulkowitz   

59 Maiden Lane, 43rd Floor

New York, NY 10038

  

Director of AFSI

Partner – Brookville Advisory

George Karfunkel   

126 East 56th Street, 15th Floor

New York, NY 10022

  

Director of AFSI

Chairman of Sabr Group

Leah Karfunkel   

59 Maiden Lane, 38th Floor

New York, NY 10038

   Private investor
Michael Karfunkel   

59 Maiden Lane, 38th Floor

New York, NY 10038

  

Chairman of AFSI

Chairman, President and CEO of Issuer

Christopher Longo   

800 Superior Ave., E., 21st Floor

Cleveland, OH 44114

   EVP, Chief Information Officer of AFSI
Jay Miller   

430 E. 57th St.

New York, NY 10022

  

Attorney – Law Offices of Jay J. Miller, Esq.

Director of AFSI

Ronald Pipoly   

800 Superior Ave., E., 21st Floor

Cleveland, OH 44114

  

Vice President of AII

EVP, Chief Financial Officer of AFSI

David Saks   

59 Maiden Lane, 43rd Floor

New York, NY 10038

   EVP, Chief Legal Officer of AFSI
Michael Saxon   

800 Superior Ave., E., 21st Floor

Cleveland, OH 44114

   EVP, Chief Operating Officer of AFSI
Harry Schlachter   

59 Maiden Lane, 43rd Floor

New York, NY 10038

  

VP and Assistant Secretary of AII

SVP, Treasurer of AFSI

Chris Souter   

7 Reid Street, Suite 400

Hamilton HM 11 Bermuda

   Director and Assistant Secretary of AII
Jo Spittle   

7 Reid Street, Suite 400

Hamilton HM 11 Bermuda

   Assistant Secretary of AII
Stephen Ungar   

59 Maiden Lane, 43rd Floor

New York, NY 10038

  

Secretary of AII

SVP, General Counsel and Secretary of AFSI

Barry Zyskind   

59 Maiden Lane, 43rd Floor

New York, NY 10038

  

CEO and President and Director of AFSI

Director of AII

Director of Issuer

EX-99.A 2 d19354dex99a.htm EXHIBIT A Exhibit A

Exhibit A

LIMITED POWER OF ATTORNEY

WHEREAS, Michael Karfunkel (“Grantor”), Leah Karfunkel (“Mrs. Karfunkel”) and Barry Zyskind (“the undersigned,” and together with Mrs. Karfunkel, the “Trustees”) each is a party to a trust agreement, dated as of March 28, 2005 (the “Agreement”); and

WHEREAS, paragraph (E) of clause FIFTH of the Agreement provides that any Trustee may, by revocable power of attorney, delegate to one or more of the co-Trustees then in office the full exercise of all or any powers granted by any provision of the Agreement to the Trustees;

NOW THEREFORE, know all by these presents, that the undersigned hereby makes, constitutes and appoints Mrs. Karfunkel, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) exercise sole and exclusive voting power with respect to the assets listed on Schedule A attached hereto;

(2) exercise sole and exclusive investment power, including dispositive power, with respect to the assets listed on Schedule A attached hereto; and

(3) perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that the attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect and may only be revoked by the undersigned upon 75 days’ prior written and signed notice to the attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of July, 2015.

 

/s/ Barry Zyskind

Barry Zyskind, Trustee


STATE OF NEW YORK    )   
   )   
COUNTY OF NEW YORK    )   

On this 28th day of July, 2015, Barry Zyskind personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

 

/s/ Erin Harker

Notary Public
My Commission Expires:     9/29/16    


SCHEDULE A

 

    All shares of common stock of National General Holdings Corp. held by the Michael Karfunkel Family 2005 Trust

 

    All shares of common stock of Maiden Holdings, Ltd. held by the Michael Karfunkel Family 2005 Trust

 

    All equity interests of ACP Re Holdings, LLC held by the Michael Karfunkel Family 2005 Trust