Schedule 13D Amendment No. 2

-----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, U8K3wMzFE8D11sL97iWZuIM3RScRlQSREWVX3AHDkgPeIqWo7hidyFVOmyvmXatX HGTkzsejaD/Wef+j3aiUBA== 0001193125-07-187894.txt : 20070823 0001193125-07-187894.hdr.sgml : 20070823 20070823112530 ACCESSION NUMBER: 0001193125-07-187894 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070823 DATE AS OF CHANGE: 20070823 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. GROUP MEMBERS: PAUL R. BURKE GROUP MEMBERS: RICHARD BROWN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eastern Insurance Holdings, Inc. CENTRAL INDEX KEY: 0001321268 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81867 FILM NUMBER: 071074800 BUSINESS ADDRESS: STREET 1: 25 RACE AVENUE CITY: LANCASTER STATE: PA ZIP: 17603 BUSINESS PHONE: 610-205-6023 MAIL ADDRESS: STREET 1: 25 RACE AVENUE CITY: LANCASTER STATE: PA ZIP: 17603 FORMER COMPANY: FORMER CONFORMED NAME: Lancaster Holdings Company, Inc. DATE OF NAME CHANGE: 20050321 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 13D/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 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 2 Schedule 13D Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

EASTERN INSURANCE HOLDINGS, INC.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

276534104

(CUSIP Number)

Paul R. Burke

Northaven Management, Inc.

375 Park Avenue

Suite 2709

New York, New York 10152

(212) 798-0304

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

August 21, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨


CUSIP No. 276534104		13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Partners, L.P. IRS Identification No.:
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		521,050
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		521,050


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	521,050
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	4.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 2 of 15


CUSIP No. 276534104		13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Partners II, L.P. IRS Identification No.:
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		60,352
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		60,352


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	60,352
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	0.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 3 of 15


CUSIP No. 276534104		13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Partners III, L.P. IRS Identification No.:
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		382,725
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		382,725


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	382,725
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	3.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 4 of 15


CUSIP No. 276534104		13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Offshore, Ltd. IRS Identification No.:
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		51,078
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		51,078


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	51,078
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	0.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 5 of 15


CUSIP No. 276534104		13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Associates, LLC. IRS Identification No.:
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		1,015,205
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		1,015,205


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,015,205
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	9.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

Page 6 of 15


CUSIP No. 276534104		13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Northaven Management, Inc. IRS Identification No.:
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		1,015,205
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		1,015,205


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,015,205
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	9.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 7 of 15


CUSIP No. 276534104		13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Paul R. Burke IRS Identification No.:
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		8,522
		8 SHARED VOTING POWER

		1,015,205
		9 SOLE DISPOSITIVE POWER

		-0-
		10 SHARED DISPOSITIVE POWER

		1,015,205


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,023,727
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	9.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 8 of 15


CUSIP No. 276534104		13D


1	NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY).

	Richard Brown IRS Identification No.:
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER


		8 SHARED VOTING POWER

		1,015,205
		9 SOLE DISPOSITIVE POWER


		10 SHARED DISPOSITIVE POWER

		1,015,205


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,015,205
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);

	9.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 9 of 15

Item 1.

Security and Issuer

This Amendment No. 2 to the Statement on Schedule 13D is filed by Northaven Partners, L.P., Northaven Partners II, L.P., Northhaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC, Northaven Management, Inc. (the “Northaven Entities”), Paul R. Burke, and Richard Brown (together with the Northaven Entities, the “Reporting Persons”), relating to the common stock, no par value per share, of Eastern Insurance Holdings, Inc. (the “Issuer” or the “Company”), a Pennsylvania business corporation, and supplements and amends the Statement on Schedule 13D originally filed by the Northaven Entities on June 21, 2006.

Item 2.

Identity and Background

The disclosure in Item 2 is hereby amended and restated to read in its entirety as follows:


Name	Address of Principal Office	Principal Business	Jurisdiction of Organization/Citizenship
Northaven Partners, L.P.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Partnership	New York

Northaven Partners II, L.P.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Partnership	New York

Northaven Partners III, L.P.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Partnership	New York

Northaven Offshore, Ltd.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Company	Cayman Islands

Northaven Associates, LLC.	375 Park Avenue, Suite 2709, New York, NY 10152	General Partner of Northaven Partners, L.P., Northaven Partners II, L.P., and Northaven Partners III, L.P.	New York

Northaven Management, Inc.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Advisor	New York

Paul R. Burke	375 Park Avenue, Suite 2709, New York, NY 10152	Member of Northaven Associates, LLC	USA

Richard Brown	375 Park Avenue, Suite 2709, New York, NY 10152	Member of Northaven Associates, LLC	USA

None of the Northaven Entities, Paul R. Burke, or Richard Brown has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

None of the Northaven Entities, Paul R. Burke, or Richard Brown has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Page 10 of 15

Item 3.

Source and Amount of Funds or Other Consideration

The disclosure in Item 3 is hereby amended and supplemented by adding the following:

On August 21, 2007, Northaven Partners II, L.P. sold 39,170 shares of Company common stock for $15.31 per share and Northaven Partners III, L.P. sold 130,545 shares of Company common stock for $15.31 per share. On August 21, 2007, Northaven Partners, L.P. purchased 149,507 shares of Company common stock for $15.31 per share and Northaven Offshore, Ltd. purchased 20,208 shares of Company common stock for $15.31 per share. Northaven Partners, L.P. and Northaven Offshore, Ltd. each used working capital to purchase the shares.

On January 2, 2007, the Company granted 8,522 restricted shares of its common stock and options to purchase 21,304 shares of its common stock to Paul R. Burke. This award was made under the Company’s 2006 Stock Incentive Plan in connection with awards of restricted shares and stock options granted to the Company’s officers, directors and other employees. Although only 20% of the restricted shares vest each January 2, commencing January 2, 2008, each holder of restricted shares has the right to vote such shares. The stock options vest at the rate of 20% each year, commencing January 2, 2008, and absent the occurrence of certain events are not exercisable prior to such scheduled vesting.

Item 4.

Purpose of Transaction

The disclosure in Item 4 is hereby supplemented by adding the following:

The Reporting Persons acquired the shares of the Company’s common stock as an investment in the regular course of their business and intend to re-examine their investment from time to time, and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, they may from time to time acquire or dispose of the Company’s common stock in open market or privately negotiated transactions.

Paul R. Burke, who is a member of Northaven Associates, LLC, the general partner of Northaven Partners, L.P., Northaven Partners II, L.P., and Northaven Partners III, L.P., serves as a non-employee director of the Company.

Except as described herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D under Rule 13d-1(a).

Page 11 of 15

Item 5.

Interest in Securities of the Issuer

The disclosure in Item 5 is hereby amended and restated to read in its entirety as follows:

(a) – (b)

(i) Northaven Partners, L.P. beneficially owns 521,050 shares, representing 4.7% of the 11,062,801 outstanding shares of the Issuer’s common stock as of August 21, 2007. Northaven Partners, L.P. does not have sole voting power over any of its shares. Northaven Partners, L.P. has shared voting power over 521,050 of its shares. Northaven Partners, L.P. does not have sole dispositive power over any of its shares. Northaven Partners, L.P. has shared dispositive power over 521,050 of its shares.

(ii) Northaven Partners II, L.P. beneficially owns 60,352 shares, representing 0.5% of the 11,062,801 outstanding shares of the Issuer’s common stock as of August 21, 2007. Northaven Partners II, L.P. does not have sole voting power over any of its shares. Northaven Partners II, L.P. has shared voting power over 60,352 of its shares. Northaven Partners II, L.P. does not have sole dispositive power over any of its shares. Northaven Partners II, L.P. has shared dispositive power over 60,352 of its shares.

(iii) Northaven Partners III, L.P. beneficially owns 382,725 shares, representing 3.5% of the 11,062,801 outstanding shares of the Issuer’s common stock as of August 21, 2007. Northaven Partners III, L.P. does not have sole voting power over any of its shares. Northaven Partners III, L.P. has shared voting power over 382,725 of its shares. Northaven Partners III, L.P. does not have sole dispositive power over any of its shares. Northaven Partners III, L.P. has shared dispositive power over 382,725 of its shares.

(iv) Northaven Offshore, Ltd. beneficially owns 51,078 shares, representing 0.5% of the 11,062,801 outstanding shares of the Issuer’s common stock as of August 21, 2007. Northaven Offshore, Ltd. does not have sole voting power over any of its shares. Northaven Offshore, Ltd. has shared voting power over 51,078 of its shares. Northaven Offshore, Ltd. does not have sole dispositive power over any of its shares. Northaven Offshore, Ltd. has shared dispositive power over 51,078 of its shares.

(v) Northaven Associates, LLC. beneficially owns 1,015,205 shares, representing 9.2% of the 11,062,801 outstanding shares of the Issuer’s common stock as of August 21, 2007. Northaven Associates, LLC. does not have sole voting power over any of its shares. Northaven Associates, LLC. has shared voting power over 1,015,205 of its shares. Northaven Associates, LLC. does not have sole dispositive power over any of its shares. Northaven Associates, LLC. has shared dispositive power over 1,015,205 of its shares.

(vi) Northaven Management, Inc. beneficially owns 1,015,205 shares, representing 9.2% of the 11,062,801 outstanding shares of the Issuer’s common stock as of August 21, 2007. Northaven Management, Inc. does not have sole voting power over any of its shares. Northaven Management, Inc. has shared voting power over 1,015,205 of its shares. Northaven Management, Inc. does not have sole dispositive power over any of its shares. Northaven Management, Inc. has shared dispositive power over 1,015,205 of its shares.

(vii) Paul R. Burke and Richard Brown, as members of Northaven Associates, LLC, may each be deemed to beneficially own 1,015,205 shares, representing 9.2% of the 11,062,801 outstanding shares of the Issuer’s common stock as of August 21, 2007. Paul R. Burke and Richard Brown do not have sole voting power over any of the shares. Paul R. Burke and Richard Brown have shared voting power over 1,105,205 of the shares. Paul R. Burke and Richard Brown do not have sole dispositive power over any of the shares. Paul R. Burke and Richard Brown have shared dispositive power over 1,105,205 of the shares. Paul R. Burke has the power to vote the 8,522 shares of restricted stock granted to him on January 2, 2007 as described in Item 3. Paul R. Burke does not have dispositive power over any of such shares.

Page 12 of 15

(c) Other than the transactions reported in Item 3 of this Amendment No. 2 to Schedule 13D, none of the Reporting Persons have effected any transactions in the Issuer’s common stock within the past 60 days.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities owned by the Reporting Persons as described in Items 5(a) and 5(b).

(e) Not Applicable.

Item 6.

Contracts, Arrangements, Understandings, and Relationships with Respect to Securities of the Issuer

Not applicable.

Item 7.

Material to be Filed as Exhibits

Exhibit 99.2: Joint Filing Agreement, dated August 22, 2006, among Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC, Northaven Management, Inc., Paul R. Burke and Richard Brown.

Page 13 of 15

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: August 22, 2007


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

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

NORTHAVEN PARTNERS II, L.P.			NORTHAVEN ASSOCIATES, LLC

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

NORTHAVEN PARTNERS III, L.P.			NORTHAVEN MANAGEMENT, INC.

By:	Northaven Associates, LLC,		By:	/s/ Paul R. Burke
	as General Partner		Name:	Paul R. Burke
			Title:	Vice President

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

	/s/ Richard Brown
	Richard Brown

Page 14 of 15

INDEX TO EXHIBITS


Exhibit No.		Exhibit
99.2		Joint Filing Agreement, dated August 22, 2006, among Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC, Northaven Management, Inc., Paul R. Burke and Richard Brown

Page 15 of 15

EX-99.2 2 dex992.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT (99.2)

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 13D (including any and all amendments thereto) with respect to the Common Stock, no par value, of Eastern Insurance Holdings, Inc. 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 13D.

Date: August 22, 2006


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

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

NORTHAVEN PARTNERS II, L.P.			NORTHAVEN ASSOCIATES, LLC

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

NORTHAVEN PARTNERS III, L.P.			NORTHAVEN MANAGEMENT, INC.

By:	Northaven Associates, LLC,		By:	/s/ Paul R. Burke
	as General Partner		Name:	Paul R. Burke
			Title:	Vice President

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

	/s/ Richard Brown
	Richard Brown

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