-----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, JYauVra+t89UnLqM2aHnE6EaCQISpmlNeYBDWx1f5TwWxO2mvMHn+plWsEHQ80GJ BAL5y9gM8uEpqvLFBl5vEA== 0001104659-07-011349.txt : 20070214 0001104659-07-011349.hdr.sgml : 20070214 20070214173500 ACCESSION NUMBER: 0001104659-07-011349 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 GROUP MEMBERS: ADAM WILLKOMM GROUP MEMBERS: ALAN ROSEMAN GROUP MEMBERS: ARTHUR ISACK GROUP MEMBERS: BILL LACY GROUP MEMBERS: BRAD LARSON GROUP MEMBERS: BSMB/ACA LLC GROUP MEMBERS: CHESTNUT HILL ACA GROUP MEMBERS: DOUG JACOBS GROUP MEMBERS: EDWARD GILPIN GROUP MEMBERS: FW ACA INVESTORS, L.P. GROUP MEMBERS: GROUP III 31, L.L.C. GROUP MEMBERS: INSURANCE GENPAR (BERMUDA) MGP, L.P. GROUP MEMBERS: INSURANCE GENPAR (BERMUDA) MGP, LTD. GROUP MEMBERS: INSURANCE GENPAR (BERMUDA), L.P. GROUP MEMBERS: INSURANCE GENPAR MGP, INC. GROUP MEMBERS: INSURANCE GENPAR MGP, L.P. GROUP MEMBERS: INSURANCE GENPAR, L.P. GROUP MEMBERS: INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P. GROUP MEMBERS: INSURANCE PARTNERS, L.P. GROUP MEMBERS: IP/MCLP, L.L.C. GROUP MEMBERS: J. TAYLOR CRANDALL GROUP MEMBERS: JAMES ROTHMAN GROUP MEMBERS: JOE PIMBLEY GROUP MEMBERS: JOHN D. HOWARD GROUP MEMBERS: KEITH FOLEY GROUP MEMBERS: LAURA SCHWARTZ GROUP MEMBERS: LIFE INVESTORS INSURANCE COMPANY OF AMERICA GROUP MEMBERS: LISA MUMFORD GROUP MEMBERS: MARYANN AURELIO GROUP MEMBERS: MAUREEN BROWN GROUP MEMBERS: NORA DAHLMAN GROUP MEMBERS: ROBERT SMITH GROUP MEMBERS: RUBEN SELLES GROUP MEMBERS: SF HOLDING CORP. GROUP MEMBERS: TRANSAMERICA LIFE INSURANCE COMPANY GROUP MEMBERS: TYLER NELSON GROUP MEMBERS: VINCENT INGATO GROUP MEMBERS: W.R. STEPHENS, JR. GROUP MEMBERS: WARREN A. STEPHENS GROUP MEMBERS: WILLIAM TOMLJANOVIC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACA Capital Holdings Inc CENTRAL INDEX KEY: 0001304623 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82209 FILM NUMBER: 07623464 BUSINESS ADDRESS: STREET 1: 140 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-375-2000 MAIL ADDRESS: STREET 1: 140 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BSMB/ACA LLC CENTRAL INDEX KEY: 0001380445 IRS NUMBER: 201811806 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O BEAR, STEARNS & CO. INC. STREET 2: 383 MADISON AVENUE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 212-272-8013 MAIL ADDRESS: STREET 1: C/O BEAR, STEARNS & CO. INC. STREET 2: 383 MADISON AVENUE, 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 SC 13G 1 a07-4672_1sc13g.htm SC 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(b)

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

 

ACA Capital Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

000802698

(CUSIP Number)

December 31, 2006

(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)

o

Rule 13d-1(c)

x

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. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
BSMB/ACA LLC (1)

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
10,113,983 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
10,113,983 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,113,983 (2)

 

 

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)
27.7%

 

 

12.

Type of Reporting Person (See Instructions)
OO


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

(2)  The reported securities are directly owned by BSMB/ACA LLC. This report is also being filed by John D. Howard, a senior managing director of Bear, Stearns & Co. Inc., a subsidiary of The Bear Stearns Companies Inc. Through his ownership of JDH Management LLC (“JDH”), Mr. Howard exercises investment discretion over the reported securities held by the several investment limited partnerships controlled by Bear Stearns Merchant Capital II, L.P. (collectively, “BSMBP II”) and BSMB/ACA LLC.  JDH is the manager of Bear Stearns Merchant Manager II, LLC, which is the manager of BSMB/ACA LLC.  The Bear Stearns Companies Inc. is the managing member of Bear Stearns Merchant GP II, LLC, which is the general partner of Bear Stearns Merchant Capital II, L.P., the general partner of each of the several investment partnerships that comprise BSMBP II.  Mr. Howard and The Bear Stearns Companies Inc. share investment and voting power with respect to shares owned by BSMBP II and BSMB/ACA LLC.   The number of shares reported is also reflected on the cover page for John D. Howard.

1




 

CUSIP No.  000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
John D. Howard (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
10,113,983 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
10,113,983 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,113,983 (2)

 

 

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)
27.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The reported securities are directly owned by BSMB/ACA LLC, which is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which BSMB/ACA LLC has agreed to vote for directors nominated by certain stockholders.

(2)  John D. Howard is a senior managing director of Bear, Stearns & Co. Inc., a subsidiary of The Bear Stearns Companies Inc. Through his ownership of JDH Management LLC (“JDH”), Mr. Howard exercises investment discretion over the reported securities held by the several investment limited partnerships controlled by Bear Stearns Merchant Capital II, L.P. (collectively, “BSMBP II”) and BSMB/ACA LLC.  JDH is the manager of Bear Stearns Merchant Manager II, LLC, which is the manager of BSMB/ACA LLC.  The Bear Stearns Companies Inc. is the managing member of Bear Stearns Merchant GP II, LLC, which is the general partner of Bear Stearns Merchant Capital II, L.P., the general partner of each of the several investment partnerships that comprise BSMBP II.  Mr. Howard and The Bear Stearns Companies Inc. share investment and voting power with respect to shares owned by BSMBP II and BSMB/ACA LLC.  The number of shares reported is also reflected on the cover page for BSMB/ACA LLC.

2




 

CUSIP No.  000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
SF Holding Corp. (1)

 

 

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
Arkansas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,856,320 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
4,856,320 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,856,320 (2)

 

 

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)
13.3%

 

 

12.

Type of Reporting Person (See Instructions)
CO


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

(2)  Warren A. Stephens and W.R. Stephens, Jr. are Co-Chairmen of SF Holding Corp.  The number of shares reported is also reflected on the cover pages for Warren A. Stephens and W.R. Stephens, Jr.

3




 

CUSIP No.  000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Warren A. Stephens (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,856,320 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
4,856,320 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,856,320 (2)

 

 

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)
13.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The reported securities are directly owned by SF Holding Corp, which is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which SF Holding Corp. has agreed to vote for directors nominated by certain stockholders.

(2)  Warren A. Stephens and W.R. Stephens, Jr. are Co-Chairmen of SF Holding Corp.  The number of shares reported is also reflected on the cover pages for SF Holding Corp. and W.R. Stephens, Jr.

4




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
W.R. Stephens, Jr. (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,856,320 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
4,856,320 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,856,320 (2)

 

 

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)
13.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The reported securities are directly owned by SF Holding Corp, which is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which SF Holding Corp. has agreed to vote for directors nominated by certain stockholders.

(2)  Warren A. Stephens and W.R. Stephens, Jr. are Co-Chairmen of SF Holding Corp.  The number of shares reported is also reflected on the cover pages for SF Holding Corp. and Warren A. Stephens.

5




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Chestnut Hill ACA, LLC (1)

 

 

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
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,011,851

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
4,011,851

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,011,851

 

 

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)
11.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

6




CUSIP No. 000802698

 

 

1.

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

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
923,233 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
923,233 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
923,233 (2)

 

 

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)
2.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

(2)  The number of shares reported also includes 11,464 shares owned by, and reflected on the cover page for, IP/MCLP, L.L.C.  Insurance Partners, L.P. is a managing member of IP/MCLP, L.L.C.

7




 

CUSIP No. 000802698

 

 

1.

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

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
923,233 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
923,233 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
923,233 (2)

 

 

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)
2.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)  Insurance Partners, L.P. is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Insurance Partners, L.P. has agreed to vote for directors nominated by certain stockholders.

(2)  The reported securities are directly owned by Insurance Partners, L.P.   Insurance GenPar, L.P. is the general partner of Insurance Partners, L.P.  Insurance GenPar MGP, L.P. is the general partner of Insurance GenPar, L.P.  Insurance GenPar MGP, Inc. is the general partner of Insurance GenPar MGP, L.P.  The number of shares reported also includes 11,464 shares owned by, and reflected on the cover page for, IP/MCLP, L.L.C.  Insurance Partners, L.P. is a managing member of IP/MCLP, L.L.C.

8




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Insurance GenPar MGP, Inc. (1)

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
923,233 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
923,233 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
923,233 (2)

 

 

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)
2.5%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 


(1)  Insurance Partners, L.P. is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Insurance Partners, L.P. has agreed to vote for directors nominated by certain stockholders.

(2)  The reported securities are directly owned by Insurance Partners, L.P.  Insurance GenPar, L.P. is the general partner of Insurance Partners, L.P.  Insurance GenPar MGP, L.P. is the general partner of Insurance GenPar, L.P. Insurance GenPar MGP, Inc. is the general partner of Insurance GenPar MGP, L.P.  The number of shares reported also includes 11,464 shares owned by, and reflected on the cover page for, IP/MCLP, L.L.C.  Insurance Partners, L.P. is a managing member of IP/MCLP, L.L.C.

9




 

CUSIP No. 000802698

 

 

1.

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

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
923,233 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
923,233 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
923,233 (2)

 

 

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)
2.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)  Insurance Partners, L.P. is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Insurance Partners, L.P. has agreed to vote for directors nominated by certain stockholders.

(2)  The reported securities are directly owned by Insurance Partners, L.P.  Insurance GenPar, L.P. is the general partner of Insurance Partners, L.P.  Insurance GenPar MGP, L.P. is the general partner of Insurance GenPar, L.P. Insurance GenPar MGP, Inc. is the general partner of Insurance GenPar MGP, L.P.  The number of shares reported also includes 11,464 shares owned by, and reflected on the cover page for, IP/MCLP, L.L.C.  Insurance Partners, L.P. is a managing member of IP/MCLP, L.L.C.

 

10




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Insurance Partners Offshore (Bermuda), 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
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
513,973 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
513,973 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
513,973 (2)

 

 

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)
1.4%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

(2)  The number of shares reported includes 11,464 shares owned by, and reflected on the cover page for, IP/MCLP, L.L.C.  Insurance Partners Offshore (Bermuda), L.P., is a managing member of IP/MCLP, L.L.C.

11




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Insurance GenPar (Bermuda), 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
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
513,973 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
513,973 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
513,973 (2)

 

 

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)
1.4%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)  Insurance Partners Offshore (Bermuda), L.P. is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which Insurance Partners Offshore (Bermuda), L.P. has agreed to vote for directors nominated by certain stockholders.

(2)  The reported securities are directly owned by Insurance Partners Offshore (Bermuda), L.P.  Insurance GenPar (Bermuda), L.P. is the general partner of Insurance Partners Offshore (Bermuda), L.P.  Insurance GenPar (Bermuda) MGP, L.P. is the general partner of Insurance GenPar (Bermuda), L.P.  Insurance GenPar (Bermuda) MGP, Ltd. is the general partner of Insurance GenPar (Bermuda) MGP, L.P.  The number of shares reported also includes 11,464 shares owned by, and reflected on the cover page for, IP/MCLP, L.L.C.  Insurance Partners Offshore (Bermuda), L.P. is a managing member of IP/MCLP, L.L.C.

12




CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Insurance GenPar (Bermuda) MGP, 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
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
513,973 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
513,973 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
513,973 (2)

 

 

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)
1.4%

 

 

12.

Type of Reporting Person (See Instructions)
PN


(1)  Insurance Partners Offshore (Bermuda), L.P. is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which Insurance Partners Offshore (Bermuda), L.P. has agreed to vote for directors nominated by certain stockholders.

(2)  The reported securities are directly owned by Insurance Partners Offshore (Bermuda), L.P.  Insurance GenPar (Bermuda), L.P. is the general partner of Insurance Partners Offshore (Bermuda), L.P.  Insurance GenPar (Bermuda) MGP, L.P. is the general partner of Insurance GenPar (Bermuda), L.P.  Insurance GenPar (Bermuda) MGP, Ltd. is the general partner of Insurance GenPar (Bermuda) MGP, L.P.  The number of shares reported also includes 11,464 shares owned by, and reflected on the cover page for, IP/MCLP, L.L.C.  Insurance Partners Offshore (Bermuda), L.P. is a managing member of IP/MCLP, L.L.C.

13




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Insurance GenPar (Bermuda) MGP, 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
Bermuda

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
513,973 (2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
513,973 (2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
513,973 (2)

 

 

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)
1.4%

 

 

12.

Type of Reporting Person (See Instructions)
CO


(1)  Insurance Partners Offshore (Bermuda), L.P. is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which Insurance Partners Offshore (Bermuda), L.P. has agreed to vote for directors nominated by certain stockholders.

(2)  The reported securities are directly owned by Insurance Partners Offshore (Bermuda), L.P.  Insurance GenPar (Bermuda), L.P. is the general partner of Insurance Partners Offshore (Bermuda), L.P.  Insurance GenPar (Bermuda) MGP, L.P. is the general partner of Insurance GenPar (Bermuda), L.P.  Insurance GenPar (Bermuda) MGP, Ltd. is the general partner of Insurance GenPar (Bermuda) MGP, L.P.  The number of shares reported also includes 11,464 shares owned by, and reflected on the cover page for, IP/MCLP, L.L.C.  Insurance Partners Offshore (Bermuda), L.P. is a managing member of IP/MCLP, L.L.C.

14




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
IP/MCLP, L.L.C. (1)

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
11,464

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
11,464

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,464

 

 

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)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

15




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Life Investors Insurance Company of America (1)

 

 

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
Iowa

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
740,502

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
740,502

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
740,502

 

 

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)
2.0%

 

 

12.

Type of Reporting Person (See Instructions)
IC


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

16




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Transamerica Life Insurance Company (1)

 

 

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
Iowa

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
740,502

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
740,502

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
740,502

 

 

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)
2.0%

 

 

12.

Type of Reporting Person (See Instructions)
IC


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

17




 

CUSIP No. 000802698

 

 

1.

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

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
633,280(2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
633,280(2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
633,280(2)

 

 

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)
1.7%

 

 

12.

Type of Reporting Person (See Instructions)
PN


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

(2)  Group III 31, L.L.C. is the general partner of FW ACA Investors, L.P.  Mr. J. Taylor Crandall is the sole member of Group III 31, L.L.C.

18




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Group III 31, L.L.C. (1)

 

 

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
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
633,280(2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
633,280(2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
633,280(2)

 

 

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)
1.7%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)  FW ACA Investors, L.P. is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

(2) Group III 31, L.L.C. is the general partner of FW ACA Investors, L.P. and Mr. J. Taylor Crandall is the sole member of Group III 31, L.L.C.

19




 

 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
J. Taylor Crandall (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
633,280(2)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
633,280(2)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
633,280(2)

 

 

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)
1.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  FW ACA Investors, L.P. is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

(2) Group III 31, L.L.C. is the general partner of FW ACA Investors, L.P. and Mr. J. Taylor Crandall is the sole member of Group III 31, L.L.C.

20




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Maryann Aurelio (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,376

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
2,376

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,376

 

 

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)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

21




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Maureen Brown (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
475

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
475

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
475

 

 

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)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

22




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Keith Foley (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
5,941

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
5,941

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,941

 

 

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)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

23




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Edward Gilpin (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
368,724

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
368,724

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
368,724

 

 

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)
1.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

 

24




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Arthur Isack (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,753

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
4,753

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,753

 

 

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)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)             The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

25




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Tyler Nelson (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
14,257

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
14,257

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,257

 

 

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)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)             The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

26




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Alan Roseman (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
800,641

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
800,641

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
800,641

 

 

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)
2.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)             The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

27




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Robert Smith (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
4,753

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
4,753

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,753

 

 

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)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)             The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

28




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
William Tomljanovic (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
322,713

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
322,713

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
322,713

 

 

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)
0.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)             The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

29




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Laura Schwartz (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
118,011

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
118,011

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
118,011

 

 

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)
0.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)             The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

 

30




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
James Rothman (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
136,320

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
136,320

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
136,320

 

 

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)
0.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

31




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Joe Pimbley (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
136,193

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
136,193

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
136,193

 

 

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)
0.4%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

32




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ruben Selles (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
108,353

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
108,353

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
108,353

 

 

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)
0.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

33




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Brad Larson (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
35,080

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
35,080

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
35,080

 

 

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)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

34




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Lisa Mumford (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
90,884

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
90,884

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
90,884

 

 

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)
0.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

35




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Nora Dahlman (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
63,587

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
63,587

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
63,587

 

 

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)
0.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

36




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Doug Jacobs (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
43,341

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
43,341

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
43,341

 

 

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)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

37




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Adam Willlkomm(1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,444

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
2,444

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,444

 

 

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)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

38




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bill Lacy (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
54,077

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
54,077

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
54,077

 

 

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)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

39




 

CUSIP No. 000802698

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Vincent Ingato (1)

 

 

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
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
28,488

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
28,488

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
28,488

 

 

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)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN


(1)  The Reporting Person is a party to a Stockholders Agreement dated September 30, 2004, as amended from time to time, pursuant to which the Reporting Person has agreed to vote for directors nominated by certain stockholders.

 

40




 

Item 1.

 

(a)

Name of Issuer
ACA Capital Holdings, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
140 Broadway
New York New York 10004

 

Item 2.

 

(a)

Name of Person Filing
A number of the stockholders of the Issuer are parties to a Stockholders Agreement dated September 30, 2004, as amended from time to time (the “Stockholders Agreement”), pursuant to which the parties thereto have agreed to vote for directors nominated by certain stockholders.  As a result, the parties to the Stockholders Agreement may be deemed to be members of a “group” pursuant to Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), which group may be deemed to own beneficially all the shares held by parties to the Stockholders Agreement for purposes of Section 13 of the Act.  This filing shall not be deemed an admission that any reporting person is, for purposes of Section 13(d) or Section 16 of the Act or otherwise, a member of a group or the beneficial owner of any securities in excess of the amount in which it has a pecuniary interest.  Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein, as applicable, and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares.

This statement on Schedule 13G is being filed jointly by the following reporting persons:

1) BSMB/ACA LLC, 383 Madison Avenue, 40th Floor, New York, New York 10179.

2) John D. Howard, 383 Madison Avenue, 40th Floor, New York, New York 10179.

3) SF Holding Corp., 111 Center St., Little Rock, Arkansas 72201.

4) Warren A. Stephens, 111 Center St., Little Rock, Arkansas 72201.

5) W.R. Stephens, Jr. , 111 Center St., Little Rock, Arkansas 72201.

6) Chestnut Hill ACA, LLC, C/O GCC Investments, Inc., 60 William Street, Suite 230, Wellsley, MA 02481.

7) Insurance Partners, L.P., 201 Main Street, Fort Worth, TX 76102.

8) Insurance GenPar MGP, L.P., 201 Main Street, Fort Worth, TX 76102.

9) Insurance GenPar MGP, Inc., 201 Main Street, Fort Worth, TX 76102.

10) Insurance GenPar, L.P., 201 Main Street, Fort Worth, TX 76102.

11) Insurance Partners Offshore (Bermuda), L.P., Canon’s Court, 22 Victoria Street, Hamilton, HM12, Bermuda.

12) Insurance GenPar (Bermuda), L.P., Canon’s Court, 22 Victoria Street, Hamilton, HM12, Bermuda.

13) Insurance GenPar (Bermuda) MGP, L.P., Canon’s Court, 22 Victoria Street, Hamilton, HM12, Bermuda.

14) Insurance GenPar (Bermuda) MGP, Ltd., Canon’s Court, 22 Victoria Street, Hamilton, HM12, Bermuda.

15) IP/MCLP, L.L.C., 201 Main Street, Fort Worth, TX 76102.

16) Life Investors Insurance Company of America, C/O Aegon, 400 W. Market St., Louisville, KY 40202.

17) Transamerica Life insurance Company, C/O Aegon, 400 W. Market St., Louisville, KY 40202.

18) FW ACA Investors, L.P., 201 Main Street, Suite 3100, Fort Worth, TX 76102.

19) Group III 31, L.L.C., 201 Main Street, Forth Worth, TX 76012

20) J. Taylor Crandall, 201 Main Street, Fort Worth, TX 76012

21) Maryann Aurelio, 345 South End Ave., New York, NY 10280.

22) Maureen Brown, 195 West 2nd Street North, Cowley, WY 82420.

23) Keith Foley, 345 South End Ave., New York, NY 10280.

24) Edward Gilpin, C/O ACA Capital Holdings, Inc., 140 Broadway, New York New York 10004.

25) Arthur Isack, 4738 Massachusetts Ave., NW, Washington, D.C. 20016.

26) Tyler Nelson, C/O First National bank, 245 East First Street, Powell, WY 82435.

27) Alan Roseman, C/O ACA Capital Holdings, Inc., 140 Broadway, New York New York 10004.

28) Robert Smith, 2281 Apache Pass Road, Somerset, CA 95684.

29) William Tomljanovic, C/O ACA Capital Holdings, Inc., 140 Broadway, New York New York 10004.

30) Laura Schwartz, C/O ACA Capital Holdings, Inc., 140 Broadway, New York New York 10004.

31) James Rothman, C/O ACA Capital Holdings, Inc., 140 Broadway, New York New York 10004.

32) Joe Pimbley, C/O ACA Capital Holdings, Inc., 140 Broadway, New York New York 10004.

33) Ruben Selles, 227 Bergen Street, Brooklyn NY 11217.

34)Brad Larson, C/O ACA Capital Holdings, Inc., 140 Broadway, New York New York 10004.

35) Lisa Mumford, C/O ACA Capital Holdings, Inc., 140 Broadway, New York New York 10004.

36) Nora Dahlman, C/O ACA Capital Holdings, Inc., 140 Broadway, New York New York 10004.

37) Doug Jacobs, 67 Orchard Ave., Providence, RI 02906.

38) Adam Willkomm, C/O ACA Capital Holdings, Inc., 140 Broadway, New York New York 10004.

39) Bill Lacy, 3211 Calle Del Montana, Sedona, AZ 86336.

40) Vincent Ingato, C/O ACA Capital Holdings, Inc., 140 Broadway, New York New York 10004.


The persons described in items (1) through (40) are referred to herein as the “Reporting Persons.”

 

 

 




 

 

 

In addition to certain of the Reporting Persons, the following are also parties to the Stockholders Agreement, but are not part of this joint filing on Schedule 13G (“Non-Joint-Filers”):


A) Third Avenue Trust, which filed a Schedule 13G, reporting 4,609,418 shares of Stock, reflecting 12.6% of the Issuer’s Stock.

B) Bankamerica Investment Corporation, whose affiliates, Bank of America Corporation and  Banc of America Strategic Investments Corporation, filed a Schedule 13D, reporting 527,324 shares of Stock, reflecting 1.4% of the Issuer’s Stock.

C) Drawbridge Special Opportunities Fund, which we believe own 963,236 shares of the Issuer, comprising 2.6% of the Issuer’s Stock.

 

(b)

Address of Principal Business Office or, if none, Residence
The principal business office or residence addresses of each of the Reporting Persons is listed above in Item 2(a).

 

(c)

Citizenship
The Citizenship of each of the reporting persons is as set out in Item 4 of their respective cover sheets.

 

(d)

Title of Class of Securities
This Statement relates to shares of the common stock of the Issuer, par value $0.10 per share, and where applicable pursuant to the Rules under the Act, options to purchase common stock (the “Stock”).

 

(e)

CUSIP Number
000802698

 

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

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:   

The Reporting Persons beneficially own approximately 24,875,055 shares of Stock of the Issuer, and together with the Non-Joint-Filers, own 30,975,033 shares of Stock of the Issuer.

 

(b)

Percent of class:   

The Reporting Persons beneficially own approximately 68.1% of the outstanding shares of Stock of the Issuer (together with the Non-Joint-Filers, 84.8%), based upon 36,523,281 shares of Stock outstanding, as reported on the issuer’s quarterly report on Form 10-Q filed on December 20, 2006.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See the responses to Item 5 on the attached cover pages.

 

 

(ii)

Shared power to vote or to direct the vote    

See the responses to Item 6 on the attached cover pages.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See the responses to Item 7 on the attached cover pages.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See the responses to Item 8 on the attached cover pages.

 

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   o.

 

 




 

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

Not Applicable  to filings pursuant to Rule 13d-1(d).

 




SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2007

 

BSMB/ACA LLC

 

 

 

 

 

 

 

By:

 

Bear Stearns Merchant Manager II, LLC

 

 

Its:

 

Manager

 

 

 

 

 

 

 

By:

 

JDH Management LLC

 

 

Its:

 

Manager

 

 

 

 

 

 

 

/s/ John D. Howard

 

 

Name:

 

John D. Howard

 

 

Title:

 

Sole Member

 

 

 

 

 

 

 

/s/ John D. Howard

 

 

John D. Howard

 

 

 

 

 

 

 

 

 

 

 

 

SF HOLDING CORP.

 

 

 

 

 

 

 

By:

 

/s/ Warren A. Stephens

 

 

Name:

 

Warren A. Stephens

 

 

Title:

 

Co-Chairman

 

 

 

 

 

 

 

/s/ Warren A. Stephens

 

 

WARREN A. STEPHENS

 

 

 

 

 

 

 

/s/W.R. Stephens, Jr.

 

 

W.R. STEPHENS, JR.

 

 

 

 

 

 

 

 

 

 

 

 

CHESTNUT HILL ACA, LLC

 

 

 

 

 

 

 

By:

 

/s/ Demos Kouvaris

 

 

Name:

 

Demos Kouvaris

 

 

Title:

 

Vice President

 

 

 

 

 

 

 

 

 

 

 

 

INSURANCE PARTNERS, L.P.

 

 

 

 

 

 

 

By:

 

Insurance GenPar, L.P., its general partner,

 

 

By:

 

Insurance GenPar MGP, L.P., its general partner,

 

 

By:

 

Insurance GenPar MGP, Inc., its general partner,

 

 

 

 

 

 

 

By:

 

/s/ Bradley Cooper

 

 

Name:

 

Bradley Cooper

 

 

Title:

 

Senior Vice President

 




 

 

INSURANCE GENPAR MGP, L.P.

 

 

 

 

 

 

 

By:

 

Insurance GenPar MGP, Inc. , its general partner,

 

 

 

 

 

 

 

By:

 

/s/ Bradley Cooper

 

 

Name:

 

Bradley Cooper

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

INSURANCE GENPAR MGP, INC.

 

 

 

 

 

 

 

By:

 

/s/ Bradley Cooper

 

 

Name:

 

Bradley Cooper

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

INSURANCE GENPAR, L.P.

 

 

 

 

 

 

 

By:

 

Insurance GenPar MGP, L.P. , its general partner,

 

 

By:

 

Insurance GenPar MGP, Inc. , its general partner,

 

 

 

 

 

 

 

By:

 

/s/ Bradley Cooper

 

 

Name:

 

Bradley Cooper

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

INSURANCE PARTNERS OFFSHORE

 

 

(BERMUDA), L.P.

 

 

 

 

 

 

 

by:

 

Insurance GenPar (Bermuda), L.P., its general partner

 

 

by:

 

Insurance GenPar (Bermuda) MGP, L.P. , its general partner

 

 

by:

 

Insurance GenPar (Bermuda) MGP, Ltd. , its general partner

 

 

 

 

 

 

 

By:

 

/s/ Bradley Cooper

 

 

Name:

 

Bradley Cooper

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

INSURANCE GENPAR (BERMUDA), L.P.

 

 

 

 

 

by:

 

Insurance GenPar (Bermuda) MGP, L.P. , its general partner

 

 

by:

 

Insurance GenPar (Bermuda) MGP, Ltd. , its general partner

 

 

 

 

 

 

 

By:

 

/s/ Bradley Cooper

 

 

Name:

 

Bradley Cooper

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

INSURANCE GENPAR (BERMUDA), MGP, L.P.

 

 

 

 

 

 

 

by:

 

Insurance GenPar (Bermuda) MGP, Ltd. , its general partner

 

 

 

 

 

 

 

By:

 

/s/ Bradley Cooper

 

 

Name:

 

Bradley Cooper

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

INSURANCE GENPAR (BERMUDA), MGP, Ltd.

 

 

 

 

 

 

 

By:

 

/s/ Bradley Cooper

 

 

Name:

 

Bradley Cooper

 

 

Title:

 

Senior Vice President

 




 

 

IP/MCLP, L.L.C.

 

 

 

 

 

 

 

By:

 

Insurance Partners, L.P., its managing member,

 

 

By:

 

Insurance GenPar, L.P., its general partner,

 

 

By:

 

Insurance GenPar MGP, L.P., its general partner,

 

 

By:

 

Insurance GenPar MGP, Inc., its general partner,

 

 

 

 

 

 

 

By:

 

/s/ Bradley Cooper

 

 

Name:

 

Bradley Cooper

 

 

Title:

 

Senior Vice President

 

 

 

 

 

 

 

 

 

 

 

 

LIFE INVESTORS INSURANCE

 

 

COMPANY OF AMERICA

 

 

 

 

 

 

 

By:

 

/s/ Michael S. Smith

 

 

Name:

 

Michael S. Smith

 

 

Title:

 

Vice President

 

 

 

 

 

 

 

 

 

 

 

 

TRANSAMERICA LIFE INSURANCE

 

 

COMPANY

 

 

 

 

 

 

 

By:

 

/s/ Michael S. Smith

 

 

Name:

 

Michael S. Smith

 

 

Title:

 

Vice President

 

 

 

 

 

 

 

 

 

 

 

 

FW ACA INVESTORS, L.P.

 

 

 

 

 

 

 

By:

 

Group III 31, L.L.C., its general partner

 

 

 

 

 

 

 

By:

 

/s/ Kevin G. Levy

 

 

Name:

 

Kevin G. Levy

 

 

Title:

 

Vice President

 

 

 

 

 

 

 

 

 

 

 

 

GROUP III 31, L.L.C.

 

 

 

 

 

 

 

By:

 

/s/ Kevin G. Levy

 

 

Name:

 

Kevin G. Levy

 

 

Title:

 

Vice President

 

 

 

 

 

 

 

 

 

 

 

 

J. TAYLOR CRANDALL

 

 

 

 

 

 

 

By:

 

/s/ Kevin G. Levy

 

 

Name:

 

Kevin G. Levy

 

 

Title:

 

Attorney-in-Fact(1)

 

 

 

 

 

 

 

/s/ Maryann Aurelio

 

 

MARYANN AURELIO

 

 

 

 

 

 

 

/s/ Maureen Brown

 

 

MAUREEN BROWN

 

 

 

 

 

 

 

/s/Keith Foley

 

 

KEITH FOLEY

 


(1) A Power of Attorney authorizing Kevin G. Levy to act on behalf of J. Taylor Crandall previously has been filed with the Securities and Exchange Commission.

 




 

 

/s/ Edward Gilpin

 

 

EDWARD GILPIN

 

 

 

 

 

 

 

/s/ Arthur Isack

 

 

ARTHUR ISACK

 

 

 

 

 

 

 

/s/Tyler Nelson

 

 

TYLER NELSON

 

 

 

 

 

 

 

/s/ Alan Roseman

 

 

ALAN ROSEMAN

 

 

 

 

 

 

 

/s/ Robert Smith

 

 

ROBERT SMITH

 

 

 

 

 

 

 

/s/ William Tomljanovic

 

 

WILLIAM TOMLJANOVIC

 

 

 

 

 

 

 

/s/ Laura Schwartz

 

 

LAURA SCHWARTZ

 

 

 

 

 

 

 

/s/ James Rothman

 

 

JAMES ROTHMAN

 

 

 

 

 

 

 

/s/ Joe Pimbley

 

 

JOE PIMBLEY

 

 

 

 

 

 

 

/s/ Ruben Selles

 

 

RUBEN SELLES

 

 

 

 

 

 

 

/s/ Brad Larson

 

 

BRAD LARSON

 

 

 

 

 

 

 

/s/ Lisa Mumford

 

 

LISA MUMFORD

 

 

 

 

 

 

 

/s/ Nora Dahlman

 

 

NORA DAHLMAN

 

 

 

 

 

 

 

/s/ Doug Jacobs

 

 

DOUG JACOBS

 

 

 

 

 

 

 

/s/ Adam Willkomm

 

 

ADAM WILLKOMM

 

 

 

 

 

 

 

/s/ Bill Lacy

 

 

BILL LACY

 

 

 

 

 

 

 

/s/ Vincent Ingato

 

 

VINCENT INGATO

 




 

Index Exhibit

SCHEDULE 13G

Exhibit Number

 

Exhibit Description

99.1

 

Joint Filing Agreement

 

1



EX-99.1 2 a07-4672_1ex99d1.htm EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G 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 persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them to such a statement on Schedule 13G with respect to the common stock of ACA Capital Holdings, Inc. beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.

Dated: February 14, 2007

 

BSMB/ACA LLC

 

 

 

By: Bear Stearns Merchant Manager II, LLC

 

Its: Manager

 

 

 

By: JDH Management LLC

 

Its: Manager

 

 

 

 

 

/s/ John D. Howard

 

Name: John D. Howard

 

Title: Sole Member

 

 

 

 

 

/s/ John D. Howard

 

John D. Howard

 

 

 

 

 

SF HOLDING CORP.

 

 

 

By:

/s/ Warren A. Stephens

 

Name: Warren A. Stephens

 

Title: Co-Chairman

 

 

 

/s/ Warren A. Stephens

 

WARREN A. STEPHENS

 

 

 

/s/W.R. Stephens, Jr.

 

W.R. STEPHENS, JR.

 

 

 

 

 

CHESTNUT HILL ACA, LLC

 

 

 

By:

/s/ Demos Kouvaris

 

Name: Demos Kouvaris

 

Title: Vice President

 

 

 

 

 

INSURANCE PARTNERS, L.P.

 

 

 

By: Insurance GenPar, L.P., its general partner,

 

By: Insurance GenPar MGP, L.P., its general partner,

 

By: Insurance GenPar MGP, Inc., its general partner,

 

 

 

By:

/s/ Bradley Cooper

 

Name: Bradley Cooper

 

Title: Senior Vice President

 




 

 

INSURANCE GENPAR MGP, L.P.

 

 

 

By: Insurance GenPar MGP, Inc. , its general partner,

 

 

 

By:

/s/ Bradley Cooper

 

Name: Bradley Cooper

 

Title: Senior Vice President

 

 

 

 

 

INSURANCE GENPAR MGP, INC.

 

 

 

By:

/s/ Bradley Cooper

 

Name: Bradley Cooper

 

Title: Senior Vice President

 

 

 

INSURANCE GENPAR, L.P.

 

 

 

By: Insurance GenPar MGP, L.P. , its general partner,

 

By: Insurance GenPar MGP, Inc. , its general partner,

 

 

 

By:

/s/ Bradley Cooper

 

Name: Bradley Cooper

 

Title: Senior Vice President

 

 

 

INSURANCE PARTNERS OFFSHORE

 

(BERMUDA), L.P.

 

 

 

by: Insurance GenPar (Bermuda), L.P., its general partner

 

by: Insurance GenPar (Bermuda) MGP, L.P. , its general partner

 

by: Insurance GenPar (Bermuda) MGP, Ltd. , its general partner

 

 

 

By:

/s/ Bradley Cooper

 

Name: Bradley Cooper

 

Title: Senior Vice President

 

 

 

 

 

INSURANCE GENPAR (BERMUDA), L.P.

 

 

 

by: Insurance GenPar (Bermuda) MGP, L.P. , its general partner

 

by: Insurance GenPar (Bermuda) MGP, Ltd. , its general partner

 

 

 

By:

/s/ Bradley Cooper

 

Name: Bradley Cooper

 

Title: Senior Vice President

 

 

 

 

 

INSURANCE GENPAR (BERMUDA), MGP, L.P.

 

 

 

by: Insurance GenPar (Bermuda) MGP, Ltd. , its general partner

 

 

 

By:

/s/ Bradley Cooper

 

Name: Bradley Cooper

 

Title: Senior Vice President

 

 

 

 

 

INSURANCE GENPAR (BERMUDA), MGP, Ltd.

 

 

 

By:

/s/ Bradley Cooper

 

Name: Bradley Cooper

 

Title: Senior Vice President

 




 

 

IP/MCLP, L.L.C.

 

 

 

By: Insurance Partners, L.P., its managing member,

 

By: Insurance GenPar, L.P., its general partner,

 

By: Insurance GenPar MGP, L.P., its general partner,

 

By: Insurance GenPar MGP, Inc., its general partner,

 

 

 

By:

/s/ Bradley Cooper

 

Name: Bradley Cooper

 

Title: Senior Vice President

 

 

 

 

 

LIFE INVESTORS INSURANCE

 

COMPANY OF AMERICA

 

 

 

By:

/s/ Michael S. Smith

 

Name: Michael S. Smith

 

Title: Vice President

 

 

 

 

 

TRANSAMERICA LIFE INSURANCE

 

COMPANY

 

 

 

By:

/s/ Michael S. Smith

 

Name: Michael S. Smith

 

Title: Vice President

 

 

 

 

 

 

 

FW ACA INVESTORS, L.P.

 

 

 

By: Group III 31, L.L.C., its general partner

 

 

 

By:

/s/ Kevin G. Levy

 

Name: Kevin G. Levy

 

Title: Vice President

 

 

 

 

 

GROUP III 31, L.L.C.

 

 

 

By:

/s/ Kevin G. Levy

 

Name: Kevin G. Levy

 

Title: Vice President

 

 

 

 

 

J. TAYLOR CRANDALL

 

 

 

By:

/s/ Kevin G. Levy

 

Name: Kevin G. Levy

 

Title: Attorney-in-Fact(2)

 

 

 

 

 

/s/ Maryann Aurelio

 

MARYANN AURELIO

 

 

 

 

 

/s/ Maureen Brown

 

MAUREEN BROWN

 

 

 

 

 

/s/Keith Foley

 

KEITH FOLEY

 

 


(2)             A Power of Attorney authorizing Kevin G. Levy to act on behalf of J. Taylor Crandall previously has been filed with the Securities and Exchange Commission.




 

 

/s/ Edward Gilpin

 

EDWARD GILPIN

 

 

 

 

 

/s/ Arthur Isack

 

ARTHUR ISACK

 

 

 

 

 

/s/Tyler Nelson

 

TYLER NELSON

 

 

 

 

 

/s/ Alan Roseman

 

ALAN ROSEMAN

 

 

 

 

 

/s/ Robert Smith

 

ROBERT SMITH

 

 

 

 

 

/s/ William Tomljanovic

 

WILLIAM TOMLJANOVIC

 

 

 

 

 

/s/ Laura Schwartz

 

LAURA SCHWARTZ

 

 

 

 

 

/s/ James Rothman

 

JAMES ROTHMAN

 

 

 

 

 

/s/ Joe Pimbley

 

JOE PIMBLEY

 

 

 

 

 

/s/ Ruben Selles

 

RUBEN SELLES

 

 

 

 

 

/s/ Brad Larson

 

BRAD LARSON

 

 

 

 

 

/s/ Lisa Mumford

 

LISA MUMFORD

 

 

 

 

 

/s/ Nora Dahlman

 

NORA DAHLMAN

 

 

 

 

 

/s/ Doug Jacobs

 

DOUG JACOBS

 

 

 

 

 

/s/ Adam Willkomm

 

ADAM WILLKOMM

 

 

 

 

 

/s/ Bill Lacy

 

BILL LACY

 

 

 

 

 

/s/ Vincent Ingato

 

VINCENT INGATO

 

 



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