-----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, PyQdzfu4WWm2LL5DZ9jdtI07fCtmH5OQb+VXNOcv+5bP7m0yDExETsIXMDE30bd6 HnxLrLCwe8SEpT2bWCLbFg== 0001013594-01-500008.txt : 20010427 0001013594-01-500008.hdr.sgml : 20010427 ACCESSION NUMBER: 0001013594-01-500008 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010426 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLANCH E W HOLDINGS INC CENTRAL INDEX KEY: 0000898438 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 411741779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-45367 FILM NUMBER: 1611960 BUSINESS ADDRESS: STREET 1: 500 NORTH AKARD STREET 2: SUITE 4500 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147567000 MAIL ADDRESS: STREET 1: 500 NORTH AKARD STREET 2: SUITE 4500 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUSSMAN S DONALD CENTRAL INDEX KEY: 0001044734 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2 AMERICAN LN CITY: GREENWICH STATE: CT ZIP: 06836 MAIL ADDRESS: STREET 1: 7 AMERICAN LN CITY: GREENWICH STATE: CT ZIP: 06836 SC 13G 1 sussman13g.txt SC 13G FOR E.W. BLANCH HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.___)* E.W. Blanch Holdings, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 093210102 (CUSIP Number) April 17, 2001 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paloma International L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 471,368 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 471,368 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,368 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) European Merger Fund L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 176,232 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 176,232 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,232 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Longitude Management Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 176,232 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 176,232 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 176,232 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) S. Donald Sussman 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 647,600 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 647,600 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 647,600 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 147,000 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 147,000 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicholas M. Maounis 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 147,000 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 147,000 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). Name of Issuer: E.W. Blanch Holdings, Inc.(the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 500 North Akard, Suite 4500 Dallas, Texas 75201 Item 2(a). Name of Persons Filing: The names of the persons filing this statement on Schedule 13G are: Paloma International L.P., a Delaware limited partnership ("Paloma"), European Merger Fund L.P., a Bermuda limited partnership ("European"), Longitude Management Corp., a Delaware corporation ("Longitude"), S. Donald Sussman, Amaranth L.L.C., a Delaware limited liability company ("Amaranth"), and Nicholas M. Maounis (collectively, the "Reporting Persons"). Each of Mr. Sussman and Mr. Maounis disclaims pecuniary interest in the shares of Common Stock beneficially owned by him. Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business address for Paloma, Longitude, Mr. Sussman, Amaranth and Mr. Maounis is 2 American Lane, Greenwich, Connecticut 06836-2571. The principal place of business for European is c/o MQ Services Ltd., 52 Reid Street, Hamilton HM 12, Bermuda. Item 2(c). Citizenship: Paloma is a Delaware limited partnership, European is a Bermuda limited partnership, Longitude is a Delaware corporation, Mr. Sussman is a citizen of the United States, Amaranth is a Delaware limited liability company and Mr. Maounis is a citizen of the United States. Item 2(d). Title of Class of Securities Common Stock, par value $.01 per share ("Common Stock"). Item 2(e). CUSIP Number: 093210102 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: The Reporting Persons beneficially own an aggregate of 794,600 shares of Common Stock. (b) Percent of class: Paloma's beneficial ownership of 471,368 shares of Common Stock constitutes 3.6% of all of the outstanding shares of Common Stock. Each of European's and Longitude's beneficial ownership of 176,232 shares of Common Stock constitutes 1.4% of all of the outstanding shares of Common Stock. S. Donald Sussman's beneficial ownership of 647,600 shares of Common Stock constitutes 5.0% of all of the outstanding shares of Common Stock. Each of Amaranth's and Nicholas M. Maounis' beneficial ownership of 147,000 shares of Common Stock constitutes 1.1% of all of the outstanding shares of Common Stock. Collectively, the Reporting Persons have beneficial ownership of an aggregate of 6.1% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Paloma has the sole power to vote or direct the vote of 471,368 shares of Common Stock. Each of European and Longitude has the sole power to vote or direct the vote of 176,232 shares of Common Stock. S. Donald Sussman has the sole power to vote or direct the vote of 647,600 shares of Common Stock. Each of Amaranth and Nicholas M. Maounis has the sole power to vote or direct the vote of 147,000 shares of Common Stock. (ii) Shared power to vote or to direct the vote Not applicable. (iii) Sole power to dispose or to direct the disposition of Paloma has the sole power to dispose or direct the disposition of 471,368 shares of Common Stock. Each of European and Longitude has the sole power to dispose or direct the disposition of 176,232 shares of Common Stock. S. Donald Sussman has the sole power to dispose or direct the disposition of 647,600 shares of Common Stock. Each of Amaranth and Nicholas M. Maounis has the sole power to dispose or direct the disposition of 147,000 shares of Common Stock. (iv) Shared power to dispose or to direct the disposition of Not applicable. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Anther Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Paloma holds 243,368 of the shares of Common Stock it beneficially owns through its subsidiary Sunrise Partners L.L.C., a Delaware limited liability company, and 228,000 of the shares of Common Stock it beneficially owns through its subsidiary Paloma Securities L.L.C., a Delaware limited liability company. Amaranth holds 147,000 of the shares of Common Stock it beneficially owns through its subsidiary Amaranth Securities L.L.C., a Delaware limited liability company. Item 8. Identification and Classification of Members of the Group. See Exhibit B attached hereto. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: April 26, 2001 PALOMA INTERNATIONAL L.P. By: Latitude L.L.C., general partner By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President EUROPEAN MERGER FUND L.P. By: Longitude Management Corp., Attorney-in-Fact By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President LONGITUDE MANAGEMENT CORP. By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President /s/ S. Donald Sussman ------------------------------------------- S. Donald Sussman AMARANTH L.L.C. By: Amaranth Advisors (USA), L.L.C., as Managing Member By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President /s/ Nicholas M. Maounis ------------------------------------------- Nicholas M. Maounis EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of E.W. Blanch Holdings, Inc. dated April 26, 2001 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: April 26, 2001 PALOMA INTERNATIONAL L.P. By: Latitude L.L.C., general partner By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President EUROPEAN MERGER FUND L.P. By: Longitude Management Corp., Attorney-in-Fact By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President LONGITUDE MANAGEMENT CORP. By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President /s/ S. Donald Sussman ------------------------------------------- S. Donald Sussman AMARANTH L.L.C. By: Amaranth Advisors (USA), L.L.C., as Managing Member By: /s/ Michael J. Berner --------------------- Michael J. Berner, Vice President /s/ Nicholas M. Maounis ------------------------------------------- Nicholas M. Maounis EXHIBIT B IDENTIFICATION OF MEMBERS OF THE GROUP Paloma International L.P. European Merger Fund L.P. Longitude Management Corp. S. Donald Sussman Amaranth L.L.C. Nicholas M. Maounis -----END PRIVACY-ENHANCED MESSAGE-----