UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
|
||
SCHEDULE 13D
|
||
Under the Securities Exchange Act of 1934
|
||
UNIVERSAL AMERICAN CORP.
|
||
(Name of Issuer)
|
Common Stock (par value $.01 per share)
|
91338E101
|
|
(Title of class of securities)
|
(CUSIP number)
|
Capital Z Partners, Ltd.
Capital Z Partners III Universal, GP, LP
142 West 57th Street, 3rd Floor
New York, NY 10019
Attention: Mr. Craig Fisher
Tel No. (212) 965-0800
|
(Name, address and telephone number of person authorized to receive notices and communications)
|
April 29, 2011
|
(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 ¨.
|
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
|
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 that would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “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).
|
1
|
NAME OF REPORTING PERSON: Capital Z Financial Services Fund II, L.P.
|
||
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ¨
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
|
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Bermuda
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
13,896,417
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
13,896,417
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
13,896,417
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
17.7%
|
|
14
|
TYPE OF REPORTING PERSON:
|
PN
|
1
|
NAME OF REPORTING PERSON: Capital Z Financial Services Private Fund II, L.P.
|
||
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ¨
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
|
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Bermuda
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
73,819
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
73,819
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
73,819
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
0.09%
|
|
14
|
TYPE OF REPORTING PERSON:
|
PN
|
1
|
NAME OF REPORTING PERSON: Capital Z Partners, L.P.
|
||
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ¨
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
|
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Bermuda
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
13,970,236
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
13,970,236
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
13,970,236
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
17.9%
|
|
14
|
TYPE OF REPORTING PERSON:
|
PN
|
1
|
NAME OF REPORTING PERSON: Capital Z Partners, Ltd.
|
||
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ¨
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
|
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Bermuda
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
13,970,236
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
13,970,236
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
13,970,236
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
17.9%
|
|
14
|
TYPE OF REPORTING PERSON:
|
CO
|
1
|
NAME OF REPORTING PERSON: Capital Z Management, LLC
|
||
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ¨
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
|
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
120,264
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
120,264
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
120,264
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
0.15%
|
|
14
|
TYPE OF REPORTING PERSON:
|
OO
|
1
|
NAME OF REPORTING PERSON: Capital Z Partners III Universal, L.P.
|
||
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ¨
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
|
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
6,250,000
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
6,250,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
6,250,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
7.99%
|
|
14
|
TYPE OF REPORTING PERSON:
|
PN
|
1
|
NAME OF REPORTING PERSON: Capital Z Partners III Universal, GP, L.P.
|
||
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) ¨
(b) x
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS:
|
Not applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
8
|
SHARED VOTING POWER:
|
6,250,000
|
|
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|
10
|
SHARED DISPOSITIVE POWER:
|
6,250,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
6,250,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
|
¨
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
7.99%
|
|
14
|
TYPE OF REPORTING PERSON:
|
OO
|
Name
|
Principal Occupation or Employment
|
Robert A. Spass
|
Chief Executive Officer and Chairman of the Board
|
Bradley E. Cooper
|
Senior Vice President
|
Roland V. Bernardon
|
Chief Financial Officer, Treasurer and Assistant Secretary
|
Craig Fisher
|
General Counsel and Secretary
|
Exhibit No.
|
Description
|
7.1
|
Joint Filing Agreement
|
7.2*
|
Amended and Restated Certificate of Incorporation of Universal American Spin Corp.
|
7.3**
|
Agreement and Plan of Merger, dated as of December 30, 2010, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of March 30, 2011, by and among CVS Caremark Corporation, Ulysses Merger Sub, LLC and Universal American Corp.
|
7.4***
|
Separation Agreement, dated as of December 30, 2010, as amended by that certain Amendment No. 1 to Separation Agreement, dated as of March 8, 2011, by and among CVS Caremark Corporation, Ulysses Merger Sub, LLC and Universal American Corp.
|
CAPITAL Z FINANCIAL SERVICES FUND II, L.P. | ||
By:
|
Capital Z Partners, L.P., its General Partner
|
|
By:
|
Capital Z Partners, Ltd., its General Partner
|
|
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P. | ||
By:
|
Capital Z Partners, L.P., its General Partner
|
|
By:
|
Capital Z Partners, Ltd., its General Partner
|
|
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z PARTNERS, L.P. | ||
By:
|
Capital Z Partners, Ltd., its General Partner
|
|
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z PARTNERS, LTD. | ||
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z MANAGEMENT, LLC | ||
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z PARTNERS III UNIVERSAL, L.P.
By: CAPITAL Z PARTNERS III UNIVERSAL GP, LLC,
its General Partner
|
||
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z PARTNERS III UNIVERSAL GP, LLC | ||
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z FINANCIAL SERVICES FUND II, L.P. | ||
By:
|
Capital Z Partners, L.P., its General Partner
|
|
By:
|
Capital Z Partners, Ltd., its General Partner
|
|
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P. | ||
By:
|
Capital Z Partners, L.P., its General Partner
|
|
By:
|
Capital Z Partners, Ltd., its General Partner
|
|
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z PARTNERS, L.P. | ||
By:
|
Capital Z Partners, Ltd., its General Partner
|
|
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z PARTNERS, LTD. | ||
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z MANAGEMENT, LLC | ||
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z PARTNERS III UNIVERSAL, L.P.
By: CAPITAL Z PARTNERS III UNIVERSAL GP, LLC,
its General Partner
|
||
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|
CAPITAL Z PARTNERS III UNIVERSAL GP, LLC | ||
By:
|
/s/ Craig Fisher | |
Name: Craig Fisher
|
||
Title: General Counsel
|