-----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, JDVyzP8z/hQz94dQibEYvpQZSgar/g1Y5B8eePvUMNXWBvdVPbmwf+Xvq/qqgLIL 0s5IRB9YmxMRtjvV24Q45A== 0000919574-06-002870.txt : 20060630 0000919574-06-002870.hdr.sgml : 20060630 20060630165611 ACCESSION NUMBER: 0000919574-06-002870 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060630 DATE AS OF CHANGE: 20060630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAFETY INSURANCE GROUP INC CENTRAL INDEX KEY: 0001172052 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 134181699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78620 FILM NUMBER: 06938420 BUSINESS ADDRESS: STREET 1: 20 CUSTOM HOUSE STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-951-0600 MAIL ADDRESS: STREET 1: 20 CUSTOM HOUSE STREET CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: SAFETY HOLDINGS INC DATE OF NAME CHANGE: 20020424 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRHOLME CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056831 IRS NUMBER: 223526594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 JFK PKWY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 9733796557 MAIL ADDRESS: STREET 1: 51 JFK PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 SC 13D/A 1 d682851_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Safety Insurance Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 78648T100 - -------------------------------------------------------------------------------- (CUSIP Number) Bruce R. Berkowitz c/o Fairholme Capital Management, L.L.C. 51 JFK Parkway Short Hills, New Jersey 07078 (973) 379-6557 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 27, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. - ---------- 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 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. 78648T100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fairholme Capital Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 283,066 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 919,166 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 919,166 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.77% 14. TYPE OF REPORTING PERSON IA CUSIP No. 78648T100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bruce R. Berkowitz 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 73,000 8. SHARED VOTING POWER 283,066 9. SOLE DISPOSITIVE POWER 73,000 10. SHARED DISPOSITIVE POWER 919,166 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 992,166 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.23% 14. TYPE OF REPORTING PERSON IN, HC CUSIP No. 78648T100 --------------------- This Amendment No. 1 to Schedule 13D (the "Schedule") relates to the sale and distribution of a portion of the Common Stock, $.01 par value ("Shares") of Safety Insurance Group, Inc. (the "Issuer") held by Fairholme Partners, L.P. ("Fairholme Partners") and deemed to be beneficially owned by Fairholme Capital Management, L.L.C. ("Fairholme") and Bruce Berkowitz (collectively, the "Reporting Persons") through their affiliation with Fairholme Partners. In addition to the sale of 246,483 Shares of the Issuer, Fairholme distributed the remaining Shares held by Fairholme Partners to its limited partners, each of whom will continue to hold the Shares in discretionary accounts managed by Fairholme. Mr. Berkowitz received 73,000 Shares from the distribution which are held by him individually and through entities that are beneficially owned by his family members. The Schedule 13D to which this Amendment relates was originally filed because Bruce Berkowitz served on the board of directors of the Issuer. As Mr. Berkowitz no longer serves on the board of directors of the Issuer, the Reporting Persons will concurrently file a Schedule 13G in lieu of Schedule 13D. ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, Fairholme may be deemed to be the beneficial owner of 919,166 Shares (5.77%) and Bruce R. Berkowitz may be deemed to be the beneficial owner of 992,166 Shares (6.23%), based upon the 15,918,057 Shares outstanding as of May 8, 2006, according to the Issuer's 10Q filed with the Securities and Exchange Commission on May 10, 2006. Fairholme has the sole power to vote or direct the vote of 0 Shares to which this filing relates and shared power to vote or direct the vote of 283,066 Shares to which this filing relates. Bruce Berkowitz has the sole power to vote or direct the vote of 73,000 Shares and the shared power to vote or direct the vote of 283,066 Shares to which this filing relates. Fairholme has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates and the shared power to dispose or direct the disposition of 919,166 Shares to which this filing relates. Bruce Berkowitz has the sole power to dispose or direct the disposition of 73,000 Shares to which this filing relates and the shared power to dispose or direct the disposition of 919,166 Shares to which this filing relates. The trading dates, number of Shares purchased and the price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit B. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. Exhibit A Agreement of Reporting Persons. Exhibit B A description of the transactions in the Shares that were effected by the Reporting Persons during the 60 days prior to June 30, 2006. ________________________________________________________________________________ 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. /s/ Bruce R. Berkowitz - --------------------------- Bruce R. Berkowitz Fairholme Capital Management, L.L.C. By: /s/ Bruce R. Berkowitz ------------------------- Name: Bruce R. Berkowitz Title: Managing Member Dated: June 30, 2006 Exhibit A AGREEMENT The undersigned agree that this Amendment to Schedule 13D dated June 30, 2006 relating to the Common Stock, par value $.01 of Safety Insurance Group, Inc. shall be filed on behalf of the undersigned. /s/ Bruce R. Berkowitz - --------------------------- Bruce R. Berkowitz Fairholme Capital Management, L.L.C. By: /s/ Bruce R. Berkowitz ------------------------- Name: Bruce R. Berkowitz Title: Managing Member Dated: June 30, 2006 Exhibit B Transactions in the Shares -- The Reporting Persons on behalf of Fairholme Partners, L.P. Date of Number of Price Per Transaction Shares Sold Share 5/12/2006 104,200 $49.89 5/15/2006 50,000 $49.79 6/27/2006 17,283 $45.95 6/28/2006 50,000 $46.07 6/29/2006 25,000 $46.82 6/30/2006 992,166 (distributed to limited partners) SK 22146 0001 682851 -----END PRIVACY-ENHANCED MESSAGE-----