-----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, Rj/5bv1YMUWKxcNBWaKWQQFoLxhXaZV9ICVEoETIyEznbzdit7z2BpLGS25gtbx9 e7y45XIchGbGHDdlESZKgw== 0000950142-98-000069.txt : 19980130 0000950142-98-000069.hdr.sgml : 19980130 ACCESSION NUMBER: 0000950142-98-000069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980129 SROS: NASD GROUP MEMBERS: INSURANCE GENPAR (BERMUDA) MGP, L.P. GROUP MEMBERS: INSURANCE GENPAR (BERMUDA) MGP, LTD. GROUP MEMBERS: INSURANCE GENPAR (BERMUDA), L.P. GROUP MEMBERS: INSURANCE GENPAR MGP, INC. GROUP MEMBERS: INSURANCE GENPAR MGP, L.P. GROUP MEMBERS: INSURANCE GENPAR, L.P. GROUP MEMBERS: INSURANCE PARTNERS LP GROUP MEMBERS: INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P. GROUP MEMBERS: INSURANCE PARTNERS, L.P. GROUP MEMBERS: IP/MCLP GENERAL PARTNERSHIP IV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR NATIONAL INSURANCE GROUP INC CENTRAL INDEX KEY: 0000810463 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 954610936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46333 FILM NUMBER: 98516079 BUSINESS ADDRESS: STREET 1: 26601 AGOURA RD STREET 2: ` CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188801600 MAIL ADDRESS: STREET 1: 26601 AGOURA ROAD CITY: CALABASAS STATE: CA ZIP: 91302 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE PARTNERS LP CENTRAL INDEX KEY: 0001012376 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133753044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908500 MAIL ADDRESS: STREET 1: 201 MAIN STREET CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Superior National Insurance Group, Inc. (Name of Issuer) Common Stock (par value $.01 per share) (Title of Class of Securities) 868224106 (CUSIP Number) Insurance Partners Advisors, L.P. One Chase Manhattan Plaza, 44th Floor New York, New York 10005 Attention: Mr. Steven B. Gruber Tel. No. (212) 898-8700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 16, 1998 (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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). PAGE 1 OF 25 PAGES SCHEDULE 13D CUSIP NO. 868224106 PAGE 2 OF 25 PAGES --------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO -- Contributions from Partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,375,547 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,375,547 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,375,547(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% 14 TYPE OF REPORTING PERSON PN (1) With respect to 16,017 shares of Common Stock, solely in its capacity as managing general partner of IP/MCLP General Partnership IV. SCHEDULE 13D CUSIP NO. 868224106 PAGE 3 OF 25 PAGES --------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,375,547 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,375,547 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,375,547(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% 14 TYPE OF REPORTING PERSON PN (1) SOLELY IN ITS CAPACITY AS SOLE GENERAL PARTNER OF INSURANCE PARTNERS, L.P. SCHEDULE 13D CUSIP No. 868224106 Page 4 OF 25 PAGES --------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar MGP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,375,547 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,375,547 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,375,547(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% 14 TYPE OF REPORTING PERSON PN (1) Solely in its capacity as sole general partner of Insurance GenPar, L.P., which is the sole general partner of Insurance Partners, L.P. SCHEDULE 13D CUSIP No. 868224106 Page 5 OF 25 PAGES --------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar MGP, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,375,547 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,375,547 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,375,547(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% 14 TYPE OF REPORTING PERSON CO (1) Solely in its capacity as sole general partner of Insurance GenPar MGP, L.P., which is the sole general partner of Insurance GenPar, L.P., which is the sole general partner of Insurance Partners, L.P. SCHEDULE 13D CUSIP No. 868224106 Page 6 OF 25 PAGES --------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance Partners Offshore (Bermuda), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO -- Contributions from Partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 765,304 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 765,304 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 765,304(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1% 14 TYPE OF REPORTING PERSON PN (1) With respect to 16,017 shares of Common Stock, solely in its capacity as managing general partner of IP/MCLP General Partnership IV. SCHEDULE 13D CUSIP NO. 868224106 PAGE 7 OF 25 PAGES --------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar (Bermuda), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 765,304 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 765,304 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 765,304(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1% 14 TYPE OF REPORTING PERSON PN (1) SOLELY IN ITS CAPACITY AS SOLE GENERAL PARTNER OF INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P. SCHEDULE 13D CUSIP No. 868224106 Page 8 OF 25 PAGES --------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar (Bermuda) MGP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 765,304 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 765,304 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 765,304(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1% 14 TYPE OF REPORTING PERSON PN (1) Solely in its capacity as sole general partner of Insurance GenPar (Bermuda), L.P., which is the sole general partner of Insurance Partners Offshore (Bermuda), L.P. SCHEDULE 13D CUSIP No. 868224106 Page 9 OF 25 PAGES --------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar (Bermuda) MGP, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 765,304 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 765,304 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 765,304(1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1% 14 TYPE OF REPORTING PERSON CO (1) Solely in its capacity as sole general partner of Insurance GenPar (Bermuda) MGP, L.P., which is the sole general partner of Insurance GenPar (Bermuda), L.P., which is the sole general partner of Insurance Partners Offshore (Bermuda), L.P. CUSIP NO. 868224106 PAGE 10 OF 25 PAGES SCHEDULE 13D CUSIP No. 868224106 Page 10 OF 25 PAGES --------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IP/MCLP General Partnership IV 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO -- Contributions from Partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 16,017 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 16,017 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,017 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] Not Applicable 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .3% 14 TYPE OF REPORTING PERSON PN CUSIP NO. 868224106 PAGE 11 OF 25 PAGES This Amendment No. 1 with respect to the Schedule 13D filed on April 21, 1997 (the "Statement"), relating to the Common Stock, par value $.01 per share (the "Common Stock"), issued by Superior National Insurance Group, Inc., a Delaware corporation (the "Company"), hereby amends the Statement in the following respects only. Unless otherwise indicated, all capitalized terms shall have the same meaning as provided in the Statement. ITEM 2. IDENTITY AND BACKGROUND Item 2, paragraph (a) is hereby amended by the deletion thereof in its entirety and the substitution therefore of the following: (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Statement is hereby filed by Insurance Partners, L.P., a Delaware limited partnership ("IP Delaware"), Insurance GenPar, L.P., a Delaware limited partnership ("Insurance GenPar"), Insurance GenPar MGP, L.P., a Delaware limited partnership ("IMGPLP"), Insurance GenPar MGP, Inc., a Delaware corporation ("IMGPI"), Insurance Partners Offshore (Bermuda), L.P., a Bermuda limited partnership ("IP Bermuda"), Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership ("Insurance GenPar Bermuda"), Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership ("IBMGPLP"), Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation ("IBMGP"), and IP/MCLP General Partnership IV, a New York general partnership ("IPMCLP"). IP Delaware, Insurance GenPar, IMGPLP, IMGPI, IP Bermuda, Insurance GenPar Bermuda, IBMGPLP, IBMGPI and IPMCLP are sometimes hereinafter collectively referred to as the "Reporting Persons." IP Delaware and IP Bermuda are sometimes hereinafter collectively referred to as "Insurance Partners." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act, although neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that a group exists. Item 2, paragraph (b) and (c) are amended by the addition thereto of the following: IPMCLP ------ IPMCLP is a New York general partnership, the principal business of which is to hold and to dispose of certain of the shares of Common Stock. The principal business address of IPMCLP, which also serves as its principal office, is 201 Main Street, Fort Worth, Texas 76102. MCLP I Limited Partnership, a Massachusetts limited partnership ("MCLP"), is a general partner of IPMCLP. The principal business of MCLP is to invest in securities selected by it in conjunction with its partners. The principal business address of MCLP, which also serves as its principal office, is 25 First Street, Cambridge, Massachusetts 02141. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to IP Delaware and IP Bermuda, the managing general partners of IPMCLP, is set forth above. CUSIP NO. 868224106 PAGE 12 OF 25 PAGES ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5, paragraphs (a), (b) and (c) are hereby amended by the deletion thereof in their entirety and the substitution therefore of the following: To the best of the Reporting Persons' knowledge based on the information contained in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1997, the aggregate number of shares of Common Stock of the Company outstanding as of January 9, 1998 is 5,859,269 shares. As of the close of business on January 9, 1998: (a) IP DELAWARE ----------- IP Delaware may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,375,547 shares of Common Stock, which constitutes approximately 23.5% of the 5,859,269 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Exchange Act. Of such shares, 1,359,530 shares are owned directly by IP Delaware and 16,017 shares are owned directly by IPMCLP, for which IP Delaware acts as a managing general partner. INSURANCE GENPAR ---------------- In its capacity as the sole general partner of IP Delaware, Insurance GenPar may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,375,547 shares of Common Stock, which constitutes approximately 23.5% of the 5,859,269 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IMGPLP ------ In its capacity as the sole general partner of Insurance GenPar, which is the sole general partner of IP Delaware, IMGPLP may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,375,547 shares of Common Stock, which constitutes approximately 23.5% of the 5,859,269 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IMGPI ----- In its capacity as the sole general partner of IMGPLP, which is the sole general partner of Insurance GenPar, which is the sole general partner of IP Delaware, IMGPI may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,375,547 shares of the Stock, which constitutes approximately 23.5% of the 5,859,269 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. CUSIP NO. 868224106 PAGE 13 OF 25 PAGES IP BERMUDA ---------- IP Bermuda may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 765,304 shares of Common Stock, which constitutes approximately 13.1% of the 5,859,269 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. Of such shares, 749,287 shares are owned directly by IP Bermuda and 16,017 shares are owned directly by IPMCLP, for which IP Bermuda acts as a managing general partner. INSURANCE GENPAR BERMUDA ------------------------ In its capacity as the sole general partner of IP Bermuda, Insurance GenPar Bermuda may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 765,304 shares of Common Stock, which constitutes approximately 13.1% of the 5,859,269 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IBMGPLP ------- In its capacity as the sole general partner of Insurance GenPar Bermuda, which is the sole general partner of IP Bermuda, IBMGPLP may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 765,304 shares of Common Stock, which constitutes approximately 13.1% of the 5,859,269 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IBMGPI ------ In its capacity as the sole general partner of IBMGPLP, which is the sole general partner of Insurance GenPar Bermuda, which is the sole general partner of IP Bermuda, IBMGPI may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 765,304 shares of Common Stock, which constitutes approximately 13.1% of the 5,859,269 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IPMCLP ------ IPMCLP may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 16,017 shares of Common Stock, which constitutes approximately .3% of the 5,859,269 shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IP Delaware, IP Bermuda and MCLP I Limited Partnership, a Massachusetts limited partnership ("MCLP"), entered into a general partnership agreement (the ("Partnership Agreement"), dated as of January 16, 1998, but effective as of April 11, 1997. Pursuant to the Partnership Agreement, IP Delaware, IP Bermuda and MCLP contributed in the aggregate 16,017 shares of Common Stock as an initial capital contribution to IPMCLP. The terms of the Partnership Agreement provide that IP Delaware and IP Bermuda are each vested as managing general partners of CUSIP NO. 868224106 PAGE 14 OF 25 PAGES IPMCLP, with sole and exclusive responsibility and authority for the management, conduct and operation of IPMCLP's business, including all authority to vote and dispose of the 16,017 shares of Common Stock held by IPMCLP. (b) IP DELAWARE ----------- 1. Sole power to vote or to direct the vote -0- --------- 2. Shared power to vote or to direct the vote 1,375,547 --------- 3. Sole power to dispose or to direct the disposition -0- --------- 4. Shared power to dispose of or to direct the disposition 1,375,547 --------- INSURANCE GENPAR ---------------- 1. Sole power to vote or to direct the vote -0- --------- 2. Shared power to vote or to direct the vote 1,375,547 --------- 3. Sole power to dispose or to direct the disposition -0- --------- 4. Shared power to dispose of or to direct the disposition 1,375,547 --------- IMGPLP ------ 1. Sole power to vote or to direct the vote -0- --------- 2. Shared power to vote or to direct the vote 1,375,547 --------- 3. Sole power to dispose or to direct the disposition -0- --------- 4. Shared power to dispose of or to direct the disposition 1,375,547 --------- CUSIP NO. 868224106 PAGE 15 OF 25 PAGES IMGPI ----- 1. Sole power to vote or to direct the vote -0- --------- 2. Shared power to vote or to direct the vote 1,375,547 --------- 3. Sole power to dispose or to direct the disposition -0- --------- 4. Shared power to dispose of or to direct the disposition 1,375,547 --------- IP BERMUDA ---------- 1. Sole power to vote or to direct the vote -0- --------- 2. Shared power to vote or to direct the vote 765,304 --------- 3. Sole power to dispose or to direct the disposition -0- --------- 4. Shared power to dispose of or to direct the disposition 765,304 --------- INSURANCE GENPAR BERMUDA ------------------------ 1. Sole power to vote or to direct the vote -0- --------- 2. Shared power to vote or to direct the vote 765,304 --------- 3. Sole power to dispose or to direct the disposition -0- --------- 4. Shared power to dispose of or to direct the disposition 765,304 --------- IBMGPLP ------- 1. Sole power to vote or to direct the vote -0- --------- 2. Shared power to vote or to direct the vote 765,304 --------- CUSIP NO. 868224106 PAGE 16 OF 25 PAGES 3. Sole power to dispose or to direct the disposition -0- --------- 4. Shared power to dispose of or to direct the disposition 765,304 --------- IBMGPI ------ 1. Sole power to vote or to direct the vote -0- --------- 2. Shared power to vote or to direct the vote 765,304 --------- 3. Sole power to dispose or to direct the disposition -0- --------- 4. Shared power to dispose of or to direct the disposition 765,304 --------- IPMCLP ------ 1. Sole power to vote or to direct the vote -0- --------- 2. Shared power to vote or to direct the vote 16,017 --------- 3. Sole power to dispose or to direct the disposition -0- --------- 4. Shared power to dispose of or to direct the disposition 16,017 --------- (c) Except as set forth herein, none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is amended by the addition thereto of the following: Exhibit 3: Agreement pursuant to Rule 13d-1(f)(1)(iii). CUSIP NO. 868224106 PAGE 17 OF 25 PAGES Signature After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: January 29, 1998 INSURANCE PARTNERS, L.P., a Delaware limited partnership By: Insurance GenPar, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President INSURANCE GENPAR, L.P., a Delaware limited partnership By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President CUSIP NO. 868224106 PAGE 18 OF 25 PAGES INSURANCE GENPAR MGP, L.P., a Delaware limited partnership By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President INSURANCE GENPAR MGP, INC., a Delaware corporation By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President CUSIP NO. 868224106 PAGE 19 OF 25 PAGES INSURANCE GENPAR (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President INSURANCE GENPAR (BERMUDA) MGP, L.P., a Bermuda corporation By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President INSURANCE GENPAR (BERMUDA) MGP, LTD., a Bermuda corporation By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President IP/MCLP GENERAL PARTNERSHIP IV, a New York general partnership By: Insurance Partners, L.P., a Delaware limited partnership, its Managing General Partner By: Insurance GenPar, L.P., a Delaware limited partnership, its General Partner CUSIP NO. 868224106 PAGE 20 OF 25 PAGES By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President CUSIP NO. 868224106 PAGE 21 OF 25 PAGES EXHIBIT INDEX Page on which Number Document Exhibit appears - ------ -------- --------------- 3 Agreement pursuant to Rule 22 13d-1(f)(1)(iii). CUSIP NO. 868224106 PAGE 22 OF 25 PAGES Exhibit 3 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of the undersigned in the capacities set forth below. INSURANCE PARTNERS, L.P., a Delaware limited partnership By: Insurance GenPar, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President INSURANCE GENPAR, L.P., a Delaware limited partnership By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President CUSIP NO. 868224106 PAGE 23 OF 25 PAGES INSURANCE GENPAR MGP, L.P., a Delaware limited partnership By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President INSURANCE GENPAR MGP, INC., a Delaware corporation By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President CUSIP NO. 868224106 PAGE 24 OF 25 PAGES INSURANCE GENPAR (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President INSURANCE GENPAR (BERMUDA) MGP, L.P., a Bermuda corporation By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President INSURANCE GENPAR (BERMUDA) MGP, LTD., a Bermuda corporation By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President CUSIP NO. 868224106 PAGE 25 OF 25 PAGES IP/MCLP GENERAL PARTNERSHIP IV, a New York general partnership By: Insurance Partners, L.P., a Delaware limited partnership, its Managing General Partner By: Insurance GenPar, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Daniel L. Doctoroff ----------------------------------------------- Name: Daniel L. Doctoroff Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----