-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J/64dyb/A2hzFN7+ItsrZwWSrMpxuqB35ccOnoaj1S2Lq+ONvYcChadAh/AnG62g h3R1PUlFYi8RGK/0zzhCpA== 0000950123-10-020080.txt : 20100713 0000950123-10-020080.hdr.sgml : 20100713 20100302170500 ACCESSION NUMBER: 0000950123-10-020080 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AMERICA INDEMNITY, LTD CENTRAL INDEX KEY: 0001263813 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: PO BOX 908GT STREET 2: GEORGE TOWN, GRAND CAYMAN ISLAND CITY: GEORGE TOWN STATE: E9 ZIP: 99999 BUSINESS PHONE: 345-949-0100 MAIL ADDRESS: STREET 1: PO BOX 908GT STREET 2: GEORGE TOWN, GRAND CAYMAN ISLAND CITY: GEORGE TOWN STATE: E9 ZIP: 99999 FORMER COMPANY: FORMER CONFORMED NAME: UNITED NATIONAL GROUP LTD DATE OF NAME CHANGE: 20030915 CORRESP 1 filename1.htm corresp
Simpson Thacher & Bartlett llp
425 Lexington Avenue
New York, N.Y. 10017-3954
(212) 455-2000
 
Facsimile (212) 455-2502
March 2, 2010
VIA EDGAR
Mr. Jeffrey Riedler
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
         
 
  Re:   Correspondence from SEC Staff dated
 
      February 25, 2010 regarding
 
      United America Indemnity, Ltd.
 
      Preliminary Proxy Statement on Schedule 14A
 
      Filed February 16, 2010
 
      File No. 000-50511
Dear Mr. Riedler:
     On behalf of United America Indemnity, Ltd. (the “Company”), we are providing the following responses to your comment letter dated February 25, 2010 regarding the Company’s Preliminary Proxy Statement on Schedule 14A. To assist your review, we have retyped the text of the Staff’s comments in italics below. The responses and information described below are based upon information provided to us by the Company.
Proposal Number One: The Transaction, page 35
  1.   Please disclose whether you currently have, or do not have, any plans to issue any of the additional unissued authorized shares as a result of the approval of the one-for-two exchange.
 
      The Company does not currently have any plans to issue any of the additional unissued authorized shares as a result of the approval of the one-for-two exchange.

 

 

2

      The Company will include the following sentence at the end of the sixth paragraph of the section entitled “Proposal Number One: The Transaction:”
“GI plc does not currently have plans to issue any of the additional unissued authorized Class A or Class B ordinary shares as a result of the approval of the one-for-two exchange.”
Where You Can Find More Information, page 99
  2.   Please revise this section to incorporate by reference your Form 8-K/A filed on July 22, 2009 and your Form 8-K filed on February 17, 2010. In addition, it does not appear that you filed a Form 8-K on July 27, 2009. Please revise your filing accordingly.
 
      The Company will revise this section to incorporate by reference its Form 8-K/A filed on July 22, 2009 and its Form 8-K (Item 8.01) filed on February 17, 2010, as applicable, and will also list any other Current Report on Form 8-K filed prior to the date of filing of the Definitive Proxy Statement on Schedule 14A. The Company will delete the reference to a Form 8-K filed on July 27, 2009. If the Company files its Annual Report on Form 10-K prior to the filing of the Definitive Proxy Statement on Schedule 14A, it will update the section “Where You Can Find More Information” accordingly.
 
      The Company is aware of its obligations under the Securities Exchange Act of 1934, as amended.
 
      The Company acknowledges that:
  •   it is responsible for the adequacy and accuracy of the disclosure in the filing;
 
  •   staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
 
  •   it may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
     Please do not hesitate to call the undersigned at (212) 455-7113 with any questions or further comments you may have regarding this filing or if you wish to discuss the above response.
Very truly yours,
/s/ Gary Horowitz
Gary Horowitz
cc:   Jennifer Riegel, Securities and Exchange Commission
Thomas McGeehan, United America Indemnity, Ltd.
Robert Hughes, United America Indemnity, Ltd.
Linda Hohn, United America Indemnity, Ltd.
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