Schedule 13D Amendment No. 5

-----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, L7mC56n6fE7wE/HneL254WAajgkeV/G7raN0D3MSp95PPwHzEa7hCluSNpirTHap DYRZeB6x+9zZ+T7Aw3+B0A== 0001193125-09-248120.txt : 20091207 0001193125-09-248120.hdr.sgml : 20091207 20091207103704 ACCESSION NUMBER: 0001193125-09-248120 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091207 DATE AS OF CHANGE: 20091207 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: 091225217 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. 5 Schedule 13D Amendment No. 5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

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)

December 2, 2009

(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. Northaven Partners, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). 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) WC
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 538,712
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 538,712
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 538,712
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 5.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 2 of 14


CUSIP No. 276534104 13D
1	NAME OF REPORTING PERSON. Northaven Partners II, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). 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) WC
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 41,341
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 41,341
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,341
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 0.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 3 of 14


CUSIP No. 276534104 13D
1	NAME OF REPORTING PERSON. Northaven Partners III, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). 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) WC
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: None
		8	SHARED VOTING POWER: None
		9	SOLE DISPOSITIVE POWER: None
		10	SHARED DISPOSITIVE POWER: None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 0.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 4 of 14


CUSIP No. 276534104 13D
1	NAME OF REPORTING PERSON. Northaven Offshore, Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). 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) WC
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 78,252
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 78,252
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 78,252
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 0.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

Page 5 of 14


CUSIP No. 276534104 13D
1	NAME OF REPORTING PERSON. Northaven Associates, LLC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). 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) N/A
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 658,305
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 658,305
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,305
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 6.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

Page 6 of 14


CUSIP No. 276534104 13D
1	NAME OF REPORTING PERSON. Northaven Management, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). 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) N/A
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 658,305
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 658,305
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,305
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 6.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

Page 7 of 14


CUSIP No. 276534104 13D
1	NAME OF REPORTING PERSON. Paul R. Burke I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). 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) N/A
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 17,044
		8	SHARED VOTING POWER 658,305
		9	SOLE DISPOSITIVE POWER 8,522
		10	SHARED DISPOSITIVE POWER 658,305
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 675,349
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 7.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 8 of 14


CUSIP No. 276534104 13D
1	NAME OF REPORTING PERSON. Richard Brown I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). 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) N/A
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 658,305
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 658,305
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 658,305
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11); 6.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 9 of 14

Item 1.

Security and Issuer

This Amendment No. 5 to the Statement on Schedule 13D is filed by Northaven Partners, L.P., Northaven Partners II, L.P., Northaven 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 14

Item 3.

Source and Amount of Funds or Other Consideration

On December 2, 2009, the Northaven entities effected a cross-sale transaction in which Northaven Partners III, L.P. sold 260,368 shares of common stock of the Issuer, and Northaven Partners, L.P. (214,176 shares), Northaven Partners II, L.P. (16,006 shares), and Northaven Offshore, Ltd. (30,186 shares) purchased a total of 260,368 shares of common stock of the Issuer. All of the shares were sold and purchased at a price of $7.89 per share. Each of the Northaven entities used working capital available to them to make the above purchases.

Item 4.

Purpose of Transaction

The purpose of the cross-sale transaction was to divest all the shares of common stock of the Issuer held by Northaven Partners III, L.P. and to have those shares effectively redistributed among the other three Northaven entities in the amounts set forth in Item 3 above so that the overall beneficial ownership of the Northaven entities would remain the same following the transactions. The shares of Issuer’s common stock purchased by Northaven Partners, L.P., Northaven Partners II, L.P. and Northaven Offshore, Ltd. were acquired as an investment in the regular course of their business and they intend to reexamine their investment from time to time, and, depending on prevailing market conditions, other investment opportunities, liquidity requirements and other investment considerations the Reporting Persons deem material, they may from time to time acquire or dispose of the Issuer’s common stock in open market or privately negotiated transactions.

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 4(j) of Schedule 13D under Rule 13d-1(a).

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 538,712 shares, representing 5.5% of the 9,691,257 outstanding shares of the Issuer’s common stock as of December 2, 2009. Northaven Partners, L.P. does not have sole voting power over any of its shares. Northaven Partners, L.P. has shared voting power over 538,712 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 538,712 of its shares.

(ii) Northaven Partners II, L.P. beneficially owns 41,341 shares, representing 0.4% of the 9,691,257 outstanding shares of the Issuer’s common stock as of December 2, 2009. 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 41,341 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 41,341 of its shares.

(iii) After giving effect to the above described transactions, Northaven Partners III, L.P. does not beneficially own any shares of the Issuer’s common stock as of December 2, 2009. Northaven Partners III, L.P. also does not have sole voting power, shared voting power, sole dispositive power or shared dispositive power over any shares of common stock of the Issuer.

(iv) Northaven Offshore, Ltd. beneficially owns 78,252 shares, representing 0.8% of the 9,691,257 outstanding shares of the Issuer’s common stock as of December 2, 2009. Northaven Offshore, Ltd. does not have sole voting power over any of its shares. Northaven Offshore, Ltd. has shared voting power over 78,252 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 78,252 of its shares.

(v) Northaven Associates, LLC beneficially owns 658,305 shares, representing 6.8% of the 9,691,257 outstanding shares of the Issuer’s common stock as of December 2, 2009. Northaven Associates, LLC does not have

Page 11 of 14

sole voting power over any of its shares. Northaven Associates, LLC has shared voting power over 658,305 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 658,305 of its shares.

(vi) Northaven Management, Inc. beneficially owns 658,305 shares, representing 6.8% of the 9,691,257 outstanding shares of the Issuer’s common stock as of December 2, 2009. Northaven Management, Inc. does not have sole voting power over any of its shares. Northaven Management, Inc. has shared voting power over 658,305 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 658,305 of its shares.

(vii) Paul R. Burke and Richard Brown, as members of Northaven Associates, LLC, may each be deemed to beneficially own 658,305 shares, representing 6.8% of the 9,691,257 outstanding shares of the Issuer’s common stock as of December 2, 2009. 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 658,305 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 658,305 of the shares. Paul R. Burke has the power to vote the 8,522 shares of restricted stock granted to him by the Company on January 3, 2007 pursuant to the Company’s 2006 Stock Incentive Plan. Paul R. Burke also has the right to acquire sole voting power of 8,522 shares pursuant to a stock option for 21,304 shares granted on January 3, 2007 pursuant to the Company’s 2006 Stock Incentive Plan which vests ratably over five years. Paul R. Burke has dispositive power over 8,522 of such shares.

(c) Other than the transactions reported in Item 3 of this Amendment No. 5 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 99.3: Joint Filing Agreement, dated March 7, 2008, 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.

Exhibit 99.4: Stock Purchase Agreement, dated February 26, 2008, among Eastern Insurance Holdings, Inc,., Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P. and Northaven Offshore, Ltd..

Page 12 of 14

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:		December 4, 2009


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

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

NORTHAVEN PARTNERS II, L.P.

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

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


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

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


	Richard Brown

Page 13 of 14

INDEX TO EXHIBITS


Exhibit No.		Exhibit

99.3		Joint Filing Agreement, dated March 7, 2008, 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.

99.4		Stock Purchase Agreement, dated February 26, 2008, among Eastern Insurance Holdings, Inc,., Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P. and Northaven Offshore, Ltd..

Page 14 of 14

EX-99.3 2 dex993.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.3

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: December 4, 2009

NORTHAVEN PARTNERS, L.P.

NORTHAVEN OFFSHORE, LTD.

By:

Northaven Associates, LLC,

as General Partner

By:

/s/ Paul Burke

Name:

Paul R. Burke

Title:

Director

By:

/s/ Paul Burke

Name:

Paul R. Burke

Title:

Member

NORTHAVEN ASSOCIATES, LLC

NORTHAVEN PARTNERS II, L.P.

By:

Northaven Associates, LLC,

By:

/s/ Paul Burke

as General Partner

Name:

Paul R. Burke

Title:

Member

By:

/s/ Paul Burke

NORTHAVEN MANAGEMENT, INC.

Name:

Paul R. Burke

Title:

Member

NORTHAVEN PARTNERS III, L.P.

By:

/s/ Paul Burke

Name:

Paul R. Burke

By:

Northaven Associates, LLC,

Title:

Vice President

as General Partner

By:

/s/ Paul Burke

Name:

Paul R. Burke

Title:

Member

/s/ Richard Brown

Richard Brown

EX-99.4 3 dex994.htm STOCK PURCHASE AGREEMENT Stock Purchase Agreement

Exhibit 99.4

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (“Agreement”) is made as of February 26, 2008, by and among EASTERN INSURANCE HOLDINGS, INC., a Pennsylvania corporation (“Buyer”), Northaven Partners, L.P (“Northaven”); Northaven Partners II, L.P (“Northaven II”). ; Northaven Partners III, L.P. (“Northaven III”); and Northaven Offshore, Ltd. (“Offshore”) (collectively, the “Sellers”).

WITNESSETH:

WHEREAS, on this date the Sellers collectively own approximately 1,015,215 shares of common stock of the Buyer;

WHEREAS, Sellers desire to sell and transfer to Buyer, and Buyer desires to purchase from Sellers, 500,000 shares of Buyer’s common stock (the “Shares”) on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the representations, warranties, promises, covenants, and agreements hereinafter contained and intending to be legally bound, the parties hereby agree as follows:

1. SALE AND TRANSFER OF SHARES; CLOSING

1.1 Shares

Subject to the terms and conditions of this Agreement, at the Closing, each Seller will sell and transfer to Buyer, and Buyer will purchase from each Seller the Shares as follows:

•

Northaven. – 258,157;

•

Northaven II – 39,961;

•

Northaven III – 188,036; and

•

Offshore – 13,846.

1.2 Purchase Price

(a) The purchase price (the “Purchase Price”) for the Shares will be $8,250,000, such Purchase Price to be allocated proportionally among the Sellers based upon their Share ownership.

1.3 Closing

The purchase and sale of the Shares (the “Closing”) provided for in this Agreement will take place by use of the mail, express delivery service and wire transfer and shall occur within three business days after the date of this Agreement.

1.4 Closing Obligations

At the Closing:

(a) Sellers will deliver (or cause to be delivered) to Buyer certificates representing the Shares, duly endorsed by Sellers, as applicable (or accompanied by duly executed stock powers) or alternatively shall direct the transfer agent for Buyer to transfer the Shares on its book and records to Buyer;

(b) Buyer will deliver (or cause to be delivered) to Sellers the Purchase Price in immediately available funds by wire transfer to accounts specified by the Sellers;

2. REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers jointly and severally represent and warrant to Buyer as follows:

2.1 Organization and Good Standing

(a) Each Seller is a duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation, with full power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under this Agreement.

2.2 Authority, No Conflict

(a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms, except as such enforceability may be limited by laws regarding bankruptcy, insolvency and other creditors’ rights, and by principles of equity. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform their obligations under this Agreement.

(b) Neither the execution nor delivery of this Agreement nor the consummation or performance of any of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time):

(i) contravene, conflict with, or result in a violation of (A) any provision of the organizational documents of any Seller, or (B) any resolutions adopted by the governing body or general partner of any Seller; or

(ii) result in the imposition or creation of any encumbrance upon or with respect to any of the Shares.

2.3 Title; Capitalization. Each Seller is the record and beneficial owner and holder of the Shares it proposes to sell hereunder, free and clear of all liens and encumbrances.

3. DIRECTION TO AMERICAN STOCK TRANSFER COMPANY

3.1 Transfer of Shares. Delivery to American Stock Transfer & Trust Company, as transfer agent for the Buyer, of an executed copy of this Agreement, together with an opinion of counsel to the Buyer pursuant to Rules 144 and 145 promulgated under the Securities Act of 1933, as amended, shall constitute the express direction of the parties to American Stock Transfer & Trust Company to make the transfers of the Shares on its books and records from each Seller to Buyer in the amount set forth opposite its name in Section 1.1.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.


EASTERN INSURANCE HOLDINGS, INC.

By		/s/ Kevin M. Shook
Name:		Kevin M. Shook
Title:		Chief Financial Officer

NORTHAVEN PARTNERS, L.P.

By		/s/ Paul Burke
Name:		Paul Burke
Title:		Member of the LP

NORTHAVEN PARTNERS II, L.P.

By		/s/ Paul Burke
Name:		Paul Burke
Title:		Member of the LP

NORTHAVEN PARTNERS III, L.P.

By		/s/ Paul Burke
Name:		Paul Burke
Title:		Member of the LP

NORTHAVEN OFFSHORE, LTD.

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

-----END PRIVACY-ENHANCED MESSAGE-----