SC 13G/A

0000950123-09-001418.txt : 20090128 0000950123-09-001418.hdr.sgml : 20090128 20090128142516 ACCESSION NUMBER: 0000950123-09-001418 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090128 DATE AS OF CHANGE: 20090128 GROUP MEMBERS: HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP GROUP MEMBERS: HRC GENERAL PARTNER LIMITED PARTNERSHIP GROUP MEMBERS: JAMES L. ZECH GROUP MEMBERS: STEVEN J. TYNAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGH RIDGE CAPITAL LLC CENTRAL INDEX KEY: 0001050264 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 20 LIBERTY STREET STREET 2: PO BOX 388 CITY: CHESTER STATE: CT ZIP: 06412 BUSINESS PHONE: 8605265213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAM Holdings Ltd. CENTRAL INDEX KEY: 0001352713 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82354 FILM NUMBER: 09550830 BUSINESS ADDRESS: STREET 1: RAM RE HOUSE STREET 2: 46 REID STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: (441) 298-2116 MAIL ADDRESS: STREET 1: RAM RE HOUSE STREET 2: 46 REID STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 SC 13G/A 1 y74276sc13gza.htm AMENDMENT NO. 2 TO SCHEDULE 13G SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

RAM Holdings Ltd.

(Name of Issuer)

Common Shares, $0.10 par value per share

(Title of Class of Securities)

G7368R104

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ 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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No.		G7368R104	13 G/A	Page		2		of		11 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON High Ridge Capital Partners Limited Partnership

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,453,048⁽¹⁾

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			2,453,048⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,453,048⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.0%

12	TYPE OF REPORTING PERSON

	PN

⁽¹⁾ 2,453,048 common shares of RAM Holdings Ltd. are beneficially owned directly by High Ridge Capital Partners Limited Partnership. The general partner of High Ridge Capital Partners Limited Partnership is HRC General Partner Limited Partnership, the general partner of which is High Ridge Capital LLC. Steven J. Tynan and James L. Zech are the managers of High Ridge Capital LLC. Accordingly, HRC General Partner Limited Partnership, High Ridge Capital LLC, Steven J. Tynan and James L. Zech can be deemed to share voting and dispositive power over the common shares of RAM Holdings Ltd. beneficially owned directly by High Ridge Capital Partners Limited Partnership.


CUSIP No.		G7368R104	13 G/A	Page		3		of		11 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HRC General Partner Limited Partnership

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,453,048⁽¹⁾

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			2,453,048⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,453,048⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.0%

12	TYPE OF REPORTING PERSON

	PN


CUSIP No.		G7368R104	13 G/A	Page		4		of		11 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON High Ridge Capital LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,453,048⁽¹⁾

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			2,453,048⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,453,048⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.0%

12	TYPE OF REPORTING PERSON

	OO


CUSIP No.		G7368R104	13 G/A	Page		5		of		11 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James L. Zech

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,453,048⁽¹⁾

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		8	SHARED DISPOSITIVE POWER

			2,453,048⁽¹⁾

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,453,048⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.0%

12	TYPE OF REPORTING PERSON

	IN


CUSIP No.		G7368R104	13 G/A	Page		6		of		11 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven J. Tynan

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	U.S.A.

		5	SOLE VOTING POWER

NUMBER OF			350,000⁽³⁾

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,553,048^{(1), (2)}

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			350,000⁽³⁾

WITH		8	SHARED DISPOSITIVE POWER

			2,553,048^{(1), (2)}

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,903,048^{(1), (2), (3)}

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	10.6%

12	TYPE OF REPORTING PERSON

	IN

⁽²⁾ 100,000 common shares of RAM Holdings Ltd. are beneficially owned directly by Liberty Street Partners L.P. The general partner of Liberty Street Partners L.P. is Liberty Street Corp. Steven J. Tynan owns an equity interest in Liberty Street Corp. Accordingly, Liberty Street Corp. and Steven J. Tynan can be deemed to share voting and dispositive power over the common shares of RAM Holdings Ltd. beneficially owned by Liberty Street Partners L.P.

⁽³⁾ 350,000 common shares of RAM Holdings Ltd. are beneficially owned directly by Steven J. Tynan.


CUSIP No.		G7368R104	13 G/A	Page		7		of		11 Pages


Item 1(a)		Name of Issuer

		RAM Holdings Ltd.

Item 1(b)		Address of Issuer’s Principal Executive Offices

		RAM Re House
		46 Reid Street
		Hamilton HM 12 Bermuda

Item 2(a)		Name of Person Filing

		High Ridge Capital Partners Limited Partnership
		HRC General Partner Limited Partnership
		High Ridge Capital LLC
		James L. Zech
		Steven J. Tynan

Item 2(b)		Address of Principal Business Office or, if none, Residence

		James L. Zech:

		672 Oenoke Ridge
		New Canaan, CT 06840

		High Ridge Capital Partners Limited Partnership
		HRC General Partner Limited Partnership
		High Ridge Capital LLC
		Steven J. Tynan:

		152 Harbor Road
		Rye, NH 03870

Item 2(c)		Citizenship

		High Ridge Capital Partners Limited Partnership and HRC General Partner Limited Partnership are each a limited partnership organized in the State of Delaware. High Ridge Capital LLC is a limited liability company organized in the State of Delaware. Mr. Zech and Mr. Tynan are citizens of the United States of America.

Item 2(d)		Title of Class of Securities

		Common Shares, $0.10 par value per share

Item 2(e)		CUSIP Number

		G7368R104

Item 3		Not applicable.

Item 4		Ownership

		(a) and (b)

		High Ridge Capital Partners Limited Partnership beneficially owns 2,453,048 shares or 9.0% of the outstanding common shares of RAM Holdings Ltd. HRC General Partner Limited Partnership beneficially


CUSIP No.		G7368R104	13 G/A	Page		8		of		11 Pages


		owns 2,453,048 shares or 9.0% of the outstanding common shares of RAM Holdings Ltd. High Ridge Capital LLC beneficially owns 2,453,048 shares or 9.0% of the outstanding common shares of RAM Holdings Ltd. Mr. Zech beneficially owns 2,453,048 shares or 9.0% of the outstanding common shares of RAM Holdings Ltd. Mr. Tynan beneficially owns 2,903,048 shares or 10.6% of the outstanding common shares of RAM Holdings Ltd.

		The beneficial ownership percentages of the reporting persons set forth herein have been calculated based upon 27,251,595 common shares of RAM Holdings Ltd. outstanding at November 17, 2008, as reported on RAM Holdings Ltd.’s Form 10-Q for the quarterly period ended September 30, 2008.

		(c)

		High Ridge Capital Partners Limited Partnership has sole voting and dispositive power over no common shares of RAM Holdings Ltd. and shared voting and dispositive power over 2,453,048 common shares. HRC General Partner Limited Partnership has sole voting and dispositive power over no common shares of RAM Holdings Ltd. and shared voting and dispositive power over 2,453,048 common shares. High Ridge Capital LLC has sole voting and dispositive power over no common shares of RAM Holdings Ltd. and shared voting and dispositive power over 2,453,048 common shares. Mr. Zech has sole voting and dispositive power over no common shares of RAM Holdings Ltd. and shared voting and dispositive power over 2,453,048 common shares. Mr. Tynan has sole voting and dispositive power over 350,000 common shares of RAM Holdings Ltd. and shared voting and dispositive power over 2,553,048 common shares.

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6		Ownership of More than Five Percent on Behalf of Another Person

		Not applicable.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

		Not applicable.

Item 8		Identification and Classification of Members of the Group

		This Schedule is being filed pursuant to Rule 13d-1(d). The identities of the group are stated in Item 2.

Item 9		Notice of Dissolution of Group

		Not applicable.

Item 10		Certification

		Not applicable.


CUSIP No.		G7368R104	13 G/A	Page		9		of		11 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.


January 28, 2009	High Ridge Capital Partners Limited Partnership
	By:	/s/ Steven J. Tynan
		Steven J. Tynan
		Manager of General Partner

January 28, 2009	HRC General Partner Limited Partnership
	By:	/s/ Steven J. Tynan
		Steven J. Tynan
		Manager of General Partner

January 28, 2009	High Ridge Capital LLC
	By:	/s/ Steven J. Tynan
		Steven J. Tynan
		Manager

January 28, 2009	James L. Zech
	/s/ James L. Zech
	James L. Zech


January 28, 2009	Steven J. Tynan
	/s/ Steven J. Tynan
	Steven J. Tynan


CUSIP No.		G7368R104	13 G/A	Page		10		of		11 Pages

EXHIBIT INDEX


Exhibit No.

99.1		Joint Filing Agreement pursuant to 13d-1(k)(1) among High Ridge Capital Partners Limited Partnership, HRC General Partner Limited Partnership, High Ridge Capital LLC, James L. Zech and Steven J. Tynan.

EX-99.1 2 y74276exv99w1.htm EX-99.1: JOINT FILING AGREEMENT EX-99.1


CUSIP No.		G7368R104	13 G/A	Page		11		of		11 Pages

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G/A is being filed on behalf of each of the undersigned with respect to the common shares, $0.10 par value per share, of RAM Holdings Ltd.


January 28, 2009	High Ridge Capital Partners Limited Partnership
	By:	/s/ Steven J. Tynan
		Steven J. Tynan
		Manager of General Partner

January 28, 2009	HRC General Partner Limited Partnership
	By:	/s/ Steven J. Tynan
		Steven J. Tynan
		Manager of General Partner

January 28, 2009	High Ridge Capital LLC
	By:	/s/ Steven J. Tynan
		Steven J. Tynan
		Manager

January 28, 2009	James L. Zech
	/s/ James L. Zech
	James L. Zech


January 28, 2009	Steven J. Tynan
	/s/ Steven J. Tynan
	Steven J. Tynan