-----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, WU8E7nToqijhpo7Thf6UxD51BblERi2wz36cY5KtJvbq101vW3ghDawNut0ijaUT hj/BFiUHjN6l6hQkKjM2Hw== 0000950142-04-001090.txt : 20040405 0000950142-04-001090.hdr.sgml : 20040405 20040405180758 ACCESSION NUMBER: 0000950142-04-001090 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040401 FILED AS OF DATE: 20040405 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CERES GROUP INC CENTRAL INDEX KEY: 0000215403 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 341017531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 BUSINESS PHONE: 2165722400 MAIL ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL RESERVE LIFE CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INSURANCE GENPAR MGP INC CENTRAL INDEX KEY: 0001012380 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08483 FILM NUMBER: 04718750 BUSINESS ADDRESS: STREET 1: 201 MAIN ST CITY: FORT WOTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908500 MAIL ADDRESS: STREET 1: 201 MAIN STREET CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INSURANCE GENPAR MGP LP CENTRAL INDEX KEY: 0001012378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08483 FILM NUMBER: 04718751 BUSINESS ADDRESS: STREET 1: 201 MAIN ST CITY: FORT WOTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908500 MAIL ADDRESS: STREET 1: 201 MAIN STREET CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INSURANCE GENPAR LP CENTRAL INDEX KEY: 0001012377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08483 FILM NUMBER: 04718752 BUSINESS ADDRESS: STREET 1: 201 MAIN ST CITY: FORT WOTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908500 MAIL ADDRESS: STREET 1: 201 MAIN STREET CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 form4-igplp_040104ex.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP X0201 4 2004-04-01 0 0000215403 CERES GROUP INC CERG 0001012377 INSURANCE GENPAR LP C/O INSURANCE PARTNERS, L.P. 201 MAIN STREET FORT WORTH TX 76102 0 0 1 0 0001012378 INSURANCE GENPAR MGP LP C/O INSURANCE PARTNERS, L.P. 54 THOMPSON STREET NEW YORK NY 10012 0 0 1 0 0001012380 INSURANCE GENPAR MGP INC C/O INSURANCE PARTNERS, L.P. 54 THOMPSON STREET NEW YORK NY 10012 0 0 1 0 Common Stock, par value $0.001 per share 2004-04-01 4 J 0 1331613 0 D 1480351 I See Footnote 2. Common Stock, par value $0.001 per share 13312 D On April 1, 2004, International Managed Care, LLC, a Delaware limited liability company ("IMC Delaware"), distributed 1,344,925 shares of the Issuer's Common Stock to its partners in a pro rata distribution, in which 1,331,476 of such shares were distributed to Insurance Partners, L.P., a Delaware limited partnership ("IP Delaware"), its managing member. IP Delaware distributed all of the shares it received to its partners in a pro rata distribution, in which 13,312 of such shares were distributed to Insurance GenPar, L.P., a Delaware limited partnership ("Insurance GenPar"), its general partner. No consideration was paid in connection with these distributions. These securities are held for the account of IMC Delaware. IP Delaware is the managing member of IMC Delaware. Insurance GenPar is the general partner of IP Delaware. Insurance GenPar MGP, L.P., a Delaware limited partnership ("IMGPLP"), is the general partner of Insurance GenPar. Insurance GenPar MGP, Inc., a Delaware corporation ("IMGPI"), is the general partner of IMGPLP. Pursuant to Rule 16a-1(a)(2)(i)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Insurance GenPar, IMGPLP and IMGPI are deemed to be the beneficial owners of the shares owned by IMC Delaware only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of IMC Delaware. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Insurance GenPar, IMGPLP or IMGPI is, for the purposes of Section 16 of the Act or otherwise, the benefit owned of any securities owned by IMC Delaware in excess of such amount. These securities reported herein are held for the account of Insurance GenPar. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, IMGPLP and IMGPI are deemed to be beneficial owners of the shares beneficially owned by Insurance GenPar only to the extent of the greater of its respective direct or indirect interest in the profits or capital account of Insurance GenPar. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that IMGPLP or IMGPI is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by Insurance GenPar in excess of such amount. INSURANCE GENPAR, L.P. By: Insurance GenPar MGP,L.P., its general partner By: Insurance GenPar MGP,Inc., its general partner By: /s/ Robert A. Spass Name:Robert A. Spass Title:President INSURANCE GENPAR MGP,L.P. By: Insurance GenPar MGP,Inc., its general partner By: /s/ Robert A. Spass Name:Robert A. Spass Title:President INSURANCE GENPAR MGP,INC. By: /s/ Robert A. Spass Name:Robert A. Spass Title:President Robert A. Spass (see Remarks) 2004-04-05 Robert A. Spass (see Remarks) 2004-04-05 Robert A. Spass (see Remarks) 2004-04-05 -----END PRIVACY-ENHANCED MESSAGE-----