-----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, JTrN+4dFzo1KWPnBQhtN8vptkaekLPbOVdvdr3ptvRSXkJgscSm9kfdpe3Xj1YHS kY4tUAkfUlSaGc7db0s/3w== 0000860644-06-000037.txt : 20061120 0000860644-06-000037.hdr.sgml : 20061120 20061120123154 ACCESSION NUMBER: 0000860644-06-000037 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061120 DATE AS OF CHANGE: 20061120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USI HOLDINGS CORP CENTRAL INDEX KEY: 0001102643 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 133771733 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78458 FILM NUMBER: 061228962 BUSINESS ADDRESS: STREET 1: 555 PLEASANTVILLE ROAD CITY: BRIARCLIFF MANOR STATE: NY ZIP: 10510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REED CONNER & BIRDWELL LLC CENTRAL INDEX KEY: 0000860644 IRS NUMBER: 954833644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: SUITE 1700 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104784005 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BLVD STREET 2: SUITE 1700 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: REED CONNER & BIRDWELL INC DATE OF NAME CHANGE: 19990407 FORMER COMPANY: FORMER CONFORMED NAME: CAMPBELL REED CONNER & BIRDWELL INC DATE OF NAME CHANGE: 19920424 SC 13D 1 d13usih.txt 13D FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) USI HOLDINGS CORPORATION - ------------------------------------------------------------ (Name of Issuer) Common Stock - ------------------------------------------------------------ (Title of Class of Securities) 90333H101 - ------------------------------------------------------------ (CUSIP NUMBER) Jeffrey Bronchick, CIO Reed, Conner & Birdwell, LLC 11111 Santa Monica Boulevard, Suite 1700 Los Angeles, CA 90025 Tel No. (310) 478-4005 - ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 20, 2006 - ----------------------------------------------------------- (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. [ X ] 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 coverage 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 coverage 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: 90333H101 - --------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Reed Conner & Birdwell, LLC. I.R.S. Identification No. 95-4833644 - --------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] N/A (b) [ ] - --------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - --------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] N/A - --------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER O SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 2,950,603 OWNED BY --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING --------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 2,950,603 - --------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 2,950,603 - --------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - --------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.08% - --------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IA Cusip # 90333H101 Item 1: Reporting Person, Donn B. Conner* Item 4: OO Item 6: USA Item 7: 2,950,603 Item 8: None Item 9: 2,950,603 Item 10: None Item 11: 2,950,603 Item 13: 5.08% Item 14: IN Cusip # 90333H101 Item 1: Reporting Person,Jeffrey Bronchick* Item 4: OO Item 6: USA Item 7: 2,950,603 Item 8: None Item 9: 2,950,603 Item 10: None Item 11: 2,950,603 Item 13: 5.08% Item 14 IN * Collectively referred to herein as "Control Persons" Item 1. Security and Issuer The title of the class of equity security to which this statement relates is the Common Stock of USI HOLDINGS CORPORATION whose principal executive offices are located at 555 PLEASANTVILLE ROAD, SUITE 160 SOUTH, BRIARCLIFF MANOR, NY 10510. Item 2. Identity & Background (a) Reed Conner & Birdwell, LLC. (b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025 (c) Investment Adviser (d) N/A (e) N/A (f) U.S.A. (a) Donn B. Conner (b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025 (c) President & CEO of RCB (d) N/A (e) N/A (f) U.S.A. (a) Jeffrey Bronchick (b) 11111 Santa Monica Boulevard, Suite 1700, LA, CA 90025 (c) CIO of RCB (d) N/A (e) N/A (f) U.S.A. Item 3. Source and Amount of Funds or Other Consideration Reed, Conner & Birdwell, LLC. in its capacity as an investment adviser will purchase on behalf of its' clients. No monies are borrowed for such an acquisition. Item 4. Purpose of Transaction The company's press release of October 24th indicated that in response to an inquiry by a private equity firm to acquire the firm, the Board has formed a special committee to review the proposal and evaluate all options. In the current environment of easy access to financing and record amounts of money raised by private equity, we are not surprised that someone would be interested in USI as insurance brokerage is capable of producing steady cashflow that can be easily levered. What concerns us is the inherent conflict of interest posed by management led buy-outs of publicly traded companies generally and specifically we question whether the current juncture is the most opportune time for USI to be evaluating such proposals. The last we checked, USI was coming out of a self-inflicted period of operating mistakes and was just beginning to show signs of steady margin improvement en route to industry averages of profitability. If indeed the special committee is going to fully explore all options, we would sincerely hope that price talk involves a comparison with the present value of the planned operational improvement and running the company as an ongoing concern. We are currently being burned and have been burned in the past in similar situations where our upside is being transferred to private equity firms and the management team, and we would implore the special committee to view the process with complete impartiality and integrity. On that basis, we find it hard to believe that a private equity firm can pay a multiple higher than that of a strategic buyer and we would again implore the special committee to insist that its investment bankers run a full auction to insure the highest possible value for shareholders, if that is the course on which USI has embarked. Reed, Conner & Birdwell, LLC. ("RCB") and its' Control Persons are referred to herein as the "Reporting Person." RCB is a registered investment advisor engaged in the business of securities analysis and investment and pursues an investment philosophy of identifying undervalued companies and purchasing shares of these companies. In order to achieve its clients' investment objectives, RCB may participate in discussions with company management or third parties concerning significant matters in which RCB may suggest possible courses of action to enhance shareholder value or cause recognition of the company's true value. In such situations, RCB may acquire more than five percent of a company's equity securities in order to play a more active role in corporate governance and participate in discussions with third parties concerning proposed corporate transactions. RCB may seek to play such a role in regard to the Issuer. The Securities reported in this filing have been purchased and held for investment purposes on behalf of client accounts in which RCB has discretionary investment and voting power. RCB intends to seek to participate in discussions with the management of the Issuer intended to maximize shareholder value, which may include proposals to change its capitalization. In addition, the Reporting Person, subject to applicable legal requirements, may in the future acquire additional securities of the Issuer on behalf of RCB's clients or dispose of some or all of RCB's current holdings of the Securities in the ordinary course of RCB's business and the management of its client accounts. Item 5. Interest in Securities of the Issuer (a) & (b) The Reporting Person has discretionary investment and voting power on 2,950,603 shares of common stock which constitutes approximately 5.08% of shares outstanding. All ownership percentages herein assume that there are 58,090,000 MM shares outstanding. (c) Transactions made by RCB within the last sixty days: Type Date Shares PX S 9/14/2006 2885 13.30 S 9/15/2006 141 13.43 S 9/15/2006 500 13.36 S 9/15/2006 2400 13.48 S 9/18/2006 194 13.54 S 9/19/2006 30 13.37 S 9/19/2006 764 13.38 B 9/20/2006 293 13.75 S 9/21/2006 1037 13.73 B 9/22/2006 292 13.41 S 9/22/2006 1100 13.49 S 9/25/2006 97 13.73 S 9/25/2006 2200 13.49 S 9/28/2006 167 13.69 B 9/28/2006 308 13.70 S 9/28/2006 508 13.63 B 10/2/2006 5150 13.52 S 10/3/2006 128 13.48 S 10/4/2006 76 13.51 B 10/6/2006 5000 13.85 B 10/9/2006 86 13.99 S 10/10/2006 226 14.05 S 10/10/2006 750 14.06 S 10/12/2006 76 14.20 S 10/12/2006 163 14.18 S 10/16/2006 155 14.55 B 10/16/2006 1300 14.53 S 10/19/2006 715 14.92 S 10/19/2006 23000 14.80 S 10/23/2006 208 14.93 S 10/24/2006 10400 14.80 S 10/25/2006 190 15.90 S 10/27/2006 505 15.92 S 10/31/2006 308 15.87 S 10/31/2006 355 15.90 S 11/1/2006 41100 15.83 S 11/2/2006 5019 15.46 S 11/3/2006 164 15.49 S 11/3/2006 192 15.44 S 11/3/2006 574 15.49 S 11/3/2006 249 15.43 S 11/6/2006 160 15.55 S 11/9/2006 533 15.49 S 11/10/2006 14 15.30 S 11/16/2006 92 15.15 S 11/16/2006 793 15.19
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Reed, Conner & Birdwell, LLC. and its' Control Persons entered into a joint filing agreement on November 20, 2006. Item 7. Material to Be Filed as Exhibits Exhibit 1: Joint Filing Agreement by RCB and its' control persons. 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: November 20, 2006 Reed Conner & Birdwell, LLC. By: /S/ Donn B. Conner - ---------------------------------- Donn B. Conner, President & CEO By: /S/ Jeffrey Bronchick - ---------------------------------- Jeffrey Bronchick, CIO Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(F)(1) This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules there under may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers states that they each satisfy the requirements for making a joint filing under Rule 13d-1. Dated: November 20, 2006 By: /S/ Donn B. Conner - ----------------------------------- Donn B. Conner, President & CEO By: /S/ Jeffrey Bronchick - ----------------------------------- Jeffrey Bronchick, CIO -----END PRIVACY-ENHANCED MESSAGE-----