Schedule 13G

-----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, D8AgPyPpZKQsKRDjVq4K11xatoC5V1YkiSLqqALPqWBXmJB2qpyUdPl5IuSf5pDT jsmzRr9fwA11AVIa0NNeyg== 0001193125-07-185306.txt : 20070817 0001193125-07-185306.hdr.sgml : 20070817 20070817165615 ACCESSION NUMBER: 0001193125-07-185306 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070817 GROUP MEMBERS: CHRISTINA SINGLETON MEDNICK GROUP MEMBERS: DONALD E. RUGG GROUP MEMBERS: WILLIAM W. SINGLETON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Argo Group International Holdings, Ltd. CENTRAL INDEX KEY: 0001091748 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 980214719 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57013 FILM NUMBER: 071065709 BUSINESS ADDRESS: STREET 1: PXRE HOUSE STREET 2: 110 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 BUSINESS PHONE: 4412965858 MAIL ADDRESS: STREET 1: P O BOX HM 1282 CITY: HAMILTON BERMUDA STATE: D0 ZIP: HM FX FORMER COMPANY: FORMER CONFORMED NAME: PXRE GROUP LTD DATE OF NAME CHANGE: 19990724 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGLETON GROUP LLC CENTRAL INDEX KEY: 0001112049 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11661 SAN VICENTE BLVD STREET 2: SUITE 915 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 3102073200 MAIL ADDRESS: STREET 1: 11661 SAN VICENTE BLVD STREET 2: SUITE 915 CITY: LOS ANGELES STATE: CA ZIP: 90049 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b),(c), and (d) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2

Argo Group International Holdings, Ltd.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G0464B107

(CUSIP Number)

August 7, 2007

(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 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. G0464B107		13G		Page 2 of 10

1. NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Singleton Group LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(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 0

6. SHARED VOTING POWER 2,718,637

7. SOLE DISPOSITIVE POWER 0

8. SHARED DISPOSITIVE POWER 2,718,637

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,718,637

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

(See Instructions) ¨

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

8.9% (See Item 4)

12. TYPE OF REPORTING PERSON (See Instructions)


CUSIP No. G0464B107		13G		Page 3 of 10

1. NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Christina Singleton Mednick

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) x

(b) ¨

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

United States

Number of

Beneficially

Owned by

Each

Reporting

Person With

5. SOLE VOTING POWER 0

6. SHARED VOTING POWER 2,718,637

7. SOLE DISPOSITIVE POWER 0

8. SHARED DISPOSITIVE POWER 2,718,637

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,718,637

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

(See Instructions) ¨

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

8.9% (See Item 4)

12. TYPE OF REPORTING PERSON (See Instructions)


CUSIP No. G0464B107		13G		Page 4 of 10

1. NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

William W. Singleton

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(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 0

6. SHARED VOTING POWER 2,718,637

7. SOLE DISPOSITIVE POWER 0

8. SHARED DISPOSITIVE POWER 2,718,637

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,718,637

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

(See Instructions) ¨

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

8.9% (See Item 4)

12. TYPE OF REPORTING PERSON (See Instructions)


CUSIP No. G0464B107		13G		Page 5 of 10

1. NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Donald E. Rugg

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(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 0

6. SHARED VOTING POWER 2,718,637

7. SOLE DISPOSITIVE POWER 0

8. SHARED DISPOSITIVE POWER 2,718,637

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,718,637

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

(See Instructions) ¨

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

8.9% (See Item 4)

12. TYPE OF REPORTING PERSON (See Instructions)

Item 1(a). Name of Issuer:

Argo Group International Holdings, Ltd.

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

PXRE House, 110 Pitts Bay Road, Pembroke HM 08, Bermuda

Item 2(a). Name of Persons Filing:

This statement is filed by the Singleton Group LLC, Christina Singleton Mednick, William W. Singleton and Donald E. Rugg. Each of the foregoing is referred to as a “Reporting Person” and collectively the “Reporting Persons.” Christina Singleton Mednick, William W. Singleton and Donald E. Rugg are each a manager of the Singleton Group LLC.

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

The address of each of the Reporting Persons is c/o Singleton Group LLC, 11661 San Vicente Blvd., Suite 915, Los Angeles, CA 90049.

Item 2(c). Citizenship:

The Singleton Group LLC is a limited liability company formed under the laws of Delaware. Christina Singleton Mednick, William W. Singleton and Donald E. Rugg are citizens of the United States.

Item 2(d). Title of Class of Securities: Common Stock

Item 2(e). CUSIP Number: G0464B107

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);


CUSIP No. G0464B107		13G		Page 7 of 10

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4. Ownership.

(a) Amount Beneficially Owned:

The Singleton Group LLC is the direct beneficial owner of 2,718,637 shares of common stock of Argo Group International Holdings, Ltd. (“Argo Group”). Christina Singleton Mednick, William W. Singleton and Donald E. Rugg, by virtue of their positions as managers of the Singleton Group LLC, are also beneficial owners of the 2,718,637 shares of common stock of Argo Group held by the Singleton Group LLC.

(b) Percent of Class: 8.9%

On August 7, 2007, Argonaut Group Inc. was merged with a wholly owned subsidiary of PXRE Group Ltd. (the “Merger”). In connection with the Merger, PXRE Group Ltd. changed its name to Argo Group and shares of common stock of Argo Group were issued to the Reporting Persons in exchange for their shares of common stock of Argonaut Group, Inc. As of the date of this Schedule 13G, Argo Group had not made any public filings reporting its total number of shares of common stock outstanding. Argo Group has stated to the Reporting Persons that the total number of outstanding shares of common stock of Argo Group as of August 14, 2007 is 30,623,442. In order for the Reporting Persons to timely file this Schedule 13G, the Reporting Persons are relying on the information provided by Argo Group that the total number of shares of common stock outstanding are 30,623,442 in order to calculate the percentage of Argo Group common shares beneficially owned by the Reporting Persons.

(i) Sole power to vote or to direct the vote: 0 shares of common stock

(ii) Shared power to vote or to direct the vote: 2,718,637 shares of common stock


CUSIP No. G0464B107		13G		Page 8 of 10

(iii) Sole power to dispose or to direct the disposition of: 0 shares of common stock

(iv) Shared power to dispose or to direct the disposition of: 2,718,637 shares of common stock

The Reporting Persons share voting and dispositive power with respect to the 2,718,637 shares of common stock of Argo Group beneficially owned by the Singleton Group LLC.

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

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

Christina Singleton Mednick, William W. Singleton, and Donald E. Rugg are managers of the LLC and may be considered members of a group with the Singleton Group LLC. See Exhibit 99.1 attached hereto.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certifications

By signing below I certify that, to the best of my 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.


CUSIP No. G0464B107		13G		Page 9 of 10

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.


Dated: August 17, 2007	Singleton Group LLC, a Delaware limited liability company

	By:	/s/ Donald E. Rugg
		Donald E. Rugg, Manager

		/s/ Christina Singleton Mednick
		Christina Singleton Mednick

		/s/ William W. Singleton
		William W. Singleton

		/s/ Donald E. Rugg
		Donald E. Rugg


CUSIP No. G0464B107		13G		Page 10 of 10

EXHIBIT INDEX


EXHIBIT NO.		DESCRIPTION

Exhibit 99.1		Group Members

Exhibit 99.2		Joint Filing Agreement dated August 17, 2007

EX-99.1 2 dex991.htm GROUP MEMBERS Group Members

EXHIBIT 99.1

Group Members

The following persons and entity may be deemed members of a group with respect to the beneficial ownership of shares of common stock of Argo Group International Holdings, Ltd.:

Singleton Group LLC

Christina Singleton Mednick

William W. Singleton

Donald E. Rugg

EX-99.2 3 dex992.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT 99.2

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of this statement on Schedule 13G, and all future amendments thereto, with respect to the shares of common stock of Argo Group International Holdings, Ltd. and further agrees that this Joint Filing Agreement be included as an exhibit to such filing provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.


Dated: August 17, 2007	Singleton Group LLC, a Delaware limited liability company

	By:	/s/ Donald E. Rugg
		Donald E. Rugg, Manager

		/s/ Christina Singleton Mednick
		Christina Singleton Mednick

		/s/ William W. Singleton
		William W. Singleton

		/s/ Donald E. Rugg
		Donald E. Rugg

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