-----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, GuYyoNbL3nbE4VfmI0UhKqcNa4iSV/HTE8mbN33a+GXiu4JkvAylagcZ6ZtCQKgQ ZJfShJTtZoQz/BOoPaNDOw== 0001193125-10-009762.txt : 20100121 0001193125-10-009762.hdr.sgml : 20100121 20100121162432 ACCESSION NUMBER: 0001193125-10-009762 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100121 DATE AS OF CHANGE: 20100121 GROUP MEMBERS: ARGO RE, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SAFETY INSURANCE HOLDINGS LTD CENTRAL INDEX KEY: 0000783603 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55381 FILM NUMBER: 10539106 BUSINESS ADDRESS: STREET 1: 31 QUEENS STREET STREET 2: 2ND FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 441-296-8560 MAIL ADDRESS: STREET 1: 31 QUEENS STREET STREET 2: 2ND FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN SAFETY INSURANCE GROUP LTD DATE OF NAME CHANGE: 19971218 FILED BY: 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 13D/A BUSINESS ADDRESS: STREET 1: 110 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 BUSINESS PHONE: 4412965858 MAIL ADDRESS: STREET 1: 110 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 FORMER COMPANY: FORMER CONFORMED NAME: PXRE GROUP LTD DATE OF NAME CHANGE: 19990724 SC 13D/A 1 dsc13da.htm AMENDMENT 1 TO SCHEDULE 13D Amendment 1 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)*

 

 

American Safety Insurance Holdings LTD

(Name of Issuer)

 

 

Common Stock

Par value $0.01 per share

(Title of Class of Securities)

G02995101

(CUSIP Number)

Argo Group International Holdings, Ltd.

110 Pitts Bay Road

Pembroke HM 08, Bermuda

Attn: Jay S. Bullock 441-296-8560

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 8, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

(Continued on the following pages)

 

 

 

CUSIP No. G02995101   Page 1 of 9

 

  1   

NAMES OF REPORTING PERSONS

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

 

    Argo Group International Holdings, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

 

  4  

SOURCE OF FUNDS

 

    WC (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    1,409,278

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,409,278 (See Item 5)

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,409,278 (See Item 5)

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨

 

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    13.62%* (See Item 5)

14

  

TYPE OF REPORTING PERSON

 

    OO

 

 

* The calculation of this percentage is based on 10,349,381 shares of common stock outstanding, as reported in the Issuer’s Form
   10-Q filed on November 9, 2009.

CUSIP No. G02995101   Page 2 of 9

 

  1   

NAMES OF REPORTING PERSONS

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

 

    Argo RE, Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

 

  4  

SOURCE OF FUNDS

 

    WC (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨

 

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Bermuda

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

      7    

SOLE VOTING POWER

 

    0

     8   

SHARED VOTING POWER

 

    1,409,278

     9   

SOLE DISPOSITIVE POWER

 

    0

   10   

SHARED DISPOSITIVE POWER

 

    1,409,278 (See Item 5)

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    1,409,278 (See Item 5)

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨

 

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    13.62%* (See Item 5)

14

  

TYPE OF REPORTING PERSON

 

    OO

 

 

* The calculation of this percentage is based on 10,349,381 shares of common stock outstanding, as reported in the Issuer’s Form
   10-Q filed on November 9, 2009.

CUSIP No. G02995101   Page 3 of 9

 

Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D on the Common Stock of American Safety Insurance Holdings LTD. (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”), which was originally filed on February 27, 2009. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D.

 

Item 2. Identity and Background.

(a) - (c) The information previously provided in clauses (i) and (ii) in response to Item 2 is hereby updated as follows:

(i) Argo RE, Ltd., a Bermuda class 4 insurance company (“Argo RE”), owns 1,409,278 shares of Common Stock of the Issuer; and

(ii) Argo Group International Holdings, Ltd., a Bermuda company limited (“AGII”), may be deemed to beneficially own 1,409,278 shares of Common Stock of the Issuer, all of which are held by Argo RE, a wholly-owned subsidiary of AGII.

(f) Updated information required by this Item 2(f) concerning the directors and executive officers of each of the Reporting Persons is set forth on Schedule A annexed hereto, which is incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer.

The information previously provided in response to Item 5 is hereby amended and supplemented as follows:

(a) The aggregate number and percentage of Common Stock of the Issuer deemed to be beneficially owned by Argo RE is 1,409,278 shares, which represents approximately 13.62% of the issued and outstanding Common Stock of the Issuer. The calculation of this percentage is based on 10,349,381 shares of Common Stock outstanding, as reported in the Issuer’s Form 10-Q filed on November 9, 2009.

The aggregate number and percentage of Common Stock of the Issuer deemed to be beneficially owned by AGII is 1,409,278 shares, which represents approximately 13.62% of the issued and outstanding Common Stock of the Issuer. The calculation of this percentage is based on 10,349,381 shares of Common Stock outstanding, as reported in the Issuer’s Form 10-Q filed on November 9, 2009.

(b) Argo RE, by virtue of its position as the holder of the 1,409,278 shares of Common Stock and AGII, by virtue of the fact that Argo RE is a wholly-owned subsidiary of AGII, may be deemed to have the shared power to vote and dispose of the Common Stock owned by Argo RE reported herein.

CUSIP No. G02995101   Page 4 of 9

The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose, the beneficial owner of any securities other than the securities stated herein to be beneficially owned by such Reporting Person.

(c) The following transactions in the Common Stock of the Issuer were effected during the past sixty days:

On January 8, 2010, Argonaut Insurance Company (a wholly-owned subsidiary of AGII) sold 150,000 shares of Common Stock of the Issuer on the open market and Argo RE sold 82,100 shares of Common Stock of the Issuer on the open market. The weighted average price of these 232,100 shares was $14.2183, and the range of sale prices was $14.18 to $14.2533.

On January 11, 2010, Argo RE sold 22,501 shares of Common Stock of the Issuer on the open market. The weighted average price of these shares was $14.1093, and the range of sale prices was $14.10 to $14.22.

On January 12, 2010, Argo RE sold 24,195 shares of Common Stock of the Issuer on the open market. The weighted average price of these shares was $14.0579, and the range of sale prices was $14.00 to $14.10.

On January 13, 2010, Argo RE sold 9,900 shares of Common Stock of the Issuer on the open market. The weighted average price of these shares was $14.0219, and the range of sale prices was $14.00 to $14.0508.

On January 14, 2010, Argo RE sold 24,000 shares of Common Stock of the Issuer on the open market. The weighted average price of these shares was $14.0036, and the range of sale prices was $14.00 to $14.0509.

None of the persons set forth on Schedule A has effected any transactions in the Common Stock of the Issuer during the past sixty days.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e) Not applicable.

 

Item 7. Material to be Filed as Exhibits

CUSIP No. G02995101   Page 5 of 9

EXHIBIT INDEX

 

Exhibit
Number

   

Description

99.1   

Joint Filing Agreement by and between Argo Group International Holdings, Ltd. and Argo RE, Ltd. dated as of

January 21, 2010.

CUSIP No. G02995101   Page 6 of 9

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.

Date: January 21, 2010

 

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
By:  

/s/    JAY S. BULLOCK

Name:   Jay S. Bullock
Title:   Executive Vice President and Chief Financial Officer
ARGO RE, LTD.
By:  

/s/    KEVIN COPELAND

Name:   Kevin Copeland
Title:   Vice President, Chief Financial Officer and Treasurer
 EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement
CUSIP No. G02995101   Page 7 of 9

Exhibit 99.1

SCHEDULE 13D JOINT FILING AGREEMENT

The undersigned hereby agree as follows:

Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and

Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: January 21, 2010

 

ARGO GROUP INTERNATIONAL HOLDINGS, LTD.     
By:   

/s/ Jay S. Bullock

   
Name:    Jay S. Bullock   
Title:    Executive Vice President and Chief Financial Officer   
ARGO RE, LTD.   
By:   

/s/ Kevin Copeland

   
Name:    Kevin Copeland   
Title:    Vice President, Chief Financial Officer and Treasurer   

CUSIP No. G02995101   Page 8 of 9

SCHEDULE A

CERTAIN INFORMATION REGARDING THE PERSONS CONTROLLING THE

REPORTING PERSONS

 

Argo Group International Holdings, Ltd.

Directors

Mark E. Watson III

Gary Woods

F. Sedgwick Browne

H. Berry Cash

Hector De Leon

Mural R. Josephson

Frank W. Maresh

John R. Power, Jr.

 

Officers

            

Mark E. Watson III

   President and Chief Executive Officer, Argo Group    

Barbara C. Bufkin

   Senior Vice President, Business Development, Argo Group    

Julian Enoizi

   Chief Executive Officer, Argo Managing Agency Ltd.    

Jay S. Bullock

   Executive Vice President and Chief Financial Officer    

CUSIP No. G02995101   Page 9 of 9

 

Argo RE, Ltd.

Directors
Barbara Bufkin
Andrew Carrier
Mark Watson III

 

Officers

            
Andrew Carrier  

President

    

Barbara Bufkin

   Senior Vice President    

Jay S. Bullock

   Executive Vice President, Finance  

Kevin Copeland

   Vice President, Chief Financial Officer and Treasurer  
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