-----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, HiamkUpDON9DD3xpOWuW3G90F/aIOpMMlWLn26Lp322cLBv6iPfCPdf/2jpYchXA g5PtV9aefeaz95O5aj7p/w== 0001104659-06-001452.txt : 20060110 0001104659-06-001452.hdr.sgml : 20060110 20060110134900 ACCESSION NUMBER: 0001104659-06-001452 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060110 DATE AS OF CHANGE: 20060110 GROUP MEMBERS: NORTHAVEN ASSOCIATES, LLC GROUP MEMBERS: NORTHAVEN OFFSHORE LTD. GROUP MEMBERS: NORTHAVEN PARTNERS II L.P. GROUP MEMBERS: NORTHAVEN PARTNERS III L.P. GROUP MEMBERS: NORTHAVEN PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KMG America CORP CENTRAL INDEX KEY: 0001299210 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 201377270 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80242 FILM NUMBER: 06521720 BUSINESS ADDRESS: STREET 1: 12600 WHITEWATER DRIVE STREET 2: SUITE 150 CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 952-930-4800 MAIL ADDRESS: STREET 1: 12600 WHITEWATER DRIVE STREET 2: SUITE 150 CITY: MINNETONKA STATE: MN ZIP: 55343 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHAVEN MANAGEMENT INC/FA CENTRAL INDEX KEY: 0001078975 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133811355 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 PARK AVE 9TH FL CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2128087341 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 SC 13G/A 1 a06-1479_1sc13ga.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

KMG America Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

482563103

(CUSIP Number)

December 31, 2005

(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)
ý	Rule 13d-1(c)
o	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. 482563103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 493,510

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 493,510

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 493,510

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 2.23%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Partners II, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 27,255

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 27,255

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 27,255

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.12%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Partners III, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 500,017

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 500,017

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 500,017

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 2.26%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Offshore, Ltd.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 45,818

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 45,818

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 45,818

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.21%

	12.	Type of Reporting Person (See Instructions) CO

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Associates, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 1,066,600

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 1,066,600

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,066,600

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 4.82%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Management, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 1,066,600

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 1,066,600

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,066,600

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 4.82%

	12.	Type of Reporting Person (See Instructions) CO

Item 1.
	(a)	Name of Issuer KMG America Corporation
	(b)	Address of Issuer’s Principal Executive Offices 6306 Maple Ridge Excelsior, MN 55331

Item 2.
	(a)	Name of Person Filing Northaven Partners, L.P. Northaven Partners II, L.P. Northaven Partners III, L.P. Northaven Offshore, Ltd. Northaven Associates, LLC and Northaven Management, Inc.
	(b)	Address of Principal Business Office or, if none, Residence 375 Park Avenue Suite 2709 New York, NY 10152
	(c)	Citizenship Northaven Partners, L.P. – New York Northaven Partners II, L.P. – New York Northaven Partners III, L.P. – New York Northaven Offshore, Ltd. – Cayman Islands Northaven Associates, LLC – New York Northaven Management, Inc. – New York
	(d)	Title of Class of Securities Common Shares
	(e)	CUSIP Number 482563103

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:
	Not applicable. This schedule 13G was filed Pursuant to Rule 13d-1(c).
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	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);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
	(b)	Percent of class: See the response(s) to Item 11 on the attached cover page(s).
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See the response(s) to Item 5 on the attached cover page(s).
		(ii)	Shared power to vote or to direct the vote See the response(s) to Item 6 on the attached cover page(s).
		(iii)	Sole power to dispose or to direct the disposition of See the response(s) to Item 7 on the attached cover page(s).
		(iv)	Shared power to dispose or to direct the disposition of See the response(s) to Item 8 on the attached cover page(s).

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 ý.

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
Not Applicable

Item 9.	Notice of Dissolution of Group
Not Applicable

Item 10.	Certification
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.

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 9, 2006


NORTHAVEN PARTNERS, L.P.					NORTHAVEN OFFSHORE, LTD.

By:	Northaven Associates, LLC,
	as General Partner

					By:	s/ Paul Burke
						Name:		Paul Burke
						Title:		Director
By:	s/ Paul Burke
	Name:		Paul Burke
	Title:		Member		NORTHAVEN ASSOCIATES, LLC

NORTHAVEN PARTNERS II, L.P.

By:	Northaven Associates, LLC,				By:	s/ Paul Burke
	as General Partner					Name:	Paul Burke
						Title:	Member

By:	s/ Paul Burke				NORTHAVEN MANAGEMENT, INC.
	Name:		Paul Burke
	Title:		Member

NORTHAVEN PARTNERS III, L.P.					By:	s/ Paul Burke
						Name:			Paul Burke
By:	Northaven Associates, LLC,					Title:			Vice President
	as General Partner


	By:	s/ Paul Burke
	Name:			Paul Burke
	Title:			Member

INDEX TO EXHIBITS

Exhibit No.		Exhibit

99.1		Joint Filing Agreement, dated August 19, 2005, among Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC and Northaven Management, Inc.

EX-99.1 2 a06-1479_1ex99d1.htm EXHIBIT 99

EXHIBIT (99.1)

JOINT FILING AGREEMENT

In accordance with Rule 13D-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Shares of KMG America Corporation and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

Date: August 19, 2006

NORTHAVEN PARTNERS, L.P.

NORTHAVEN OFFSHORE, LTD.

By:

Northaven Associates, LLC,

as General Partner

By:

s/Paul Burke

Name:

Paul Burke

Title:

Director

By:

s/Paul Burke

Name:

Paul Burke

Title:

Member

NORTHAVEN ASSOCIATES, LLC

NORTHAVEN PARTNERS II, L.P.

By:

Northaven Associates, LLC,

By:

s/Paul Burke

as General Partner

Name:

Paul Burke

Title:

Member

By:

s/Paul Burke

NORTHAVEN MANAGEMENT, INC.

Name:

Paul Burke

Title:

Member

NORTHAVEN PARTNERS III, L.P.

By:

s/Paul Burke

Name:

Paul Burke

By:

Northaven Associates, LLC,

Title:

Vice President

as General Partner

By:

s/Paul Burke

Name:

Paul Burke

Title:

Member

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