-----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, IK+nGFKMekrDTn658sPcvC+pOWruNB615fa54uefeJUPHdyvSafUV0t3rIVu/u+G CWnZWe7xTmdD7vGypB1S5Q== 0000921530-06-000321.txt : 20060803 0000921530-06-000321.hdr.sgml : 20060803 20060802193730 ACCESSION NUMBER: 0000921530-06-000321 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060803 DATE AS OF CHANGE: 20060802 GROUP MEMBERS: RICHARD C. PERRY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERES GROUP INC CENTRAL INDEX KEY: 0000215403 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 341017531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36346 FILM NUMBER: 06999507 BUSINESS ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 BUSINESS PHONE: 2165722400 MAIL ADDRESS: STREET 1: 17800 ROYALTON RD CITY: STRONGSVILLE STATE: OH ZIP: 44136 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL RESERVE LIFE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERRY CORP CENTRAL INDEX KEY: 0000919085 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVE STREET 2: 36TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125834100 MAIL ADDRESS: STREET 1: 599 LEXINGTON STREET 2: 36TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 ceres_13da-073106.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 CERES GROUP INC. ---------------- (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 156772105 -------------- (CUSIP Number) Michael C. Neus Perry Corp. 767 Fifth Avenue, 19th Floor New York, New York 10153 (212) 583-4000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 31, 2006 ------------- (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 ss.ss.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 Rule ss.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 which 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 ("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). Continued on following page(s) Page 1 of 10 Pages Exhibit Index: Page 7 CUSIP No. 156772105 Page 2 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Perry Corp. 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 Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization New York 7 Sole Voting Power Number of 256,884 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 256,884 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 256,884 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 0.77% 14 Type of Reporting Person (See Instructions) IA, CO CUSIP No. 156772105 Page 3 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Richard C. Perry 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 6 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Canada 7 Sole Voting Power Number of 256,884 (all shares beneficially owned by Shares Perry Corp.) Beneficially Owned By 8 Shared Voting Power Each 0 Reporting Person 9 Sole Dispositive Power With 256,884 (all shares beneficially owned by Perry Corp.) 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 256,884 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 0.77% 14 Type of Reporting Person (See Instructions) IN, HC CUSIP No. 156772105 Page 4 of 10 Pages This Amendment No. 1 to Schedule 13D relates to shares of common stock, par value $0.001 per share (the "Shares"), of Ceres Group Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1 supplementally amends the initial statement on Schedule 13D, filed on May 5, 2006 (the "Initial Statement"), filed by the Reporting Persons (as defined herein). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows to report that the Reporting Persons sold more than one percent of the outstanding shares of the Issuer as of July 31, 2006, and as of August 2, 2006, ceased to be the benencial owner of five percent or more of the Issuer's outstanding shares. Item 2. Identity and Background. This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): This statement on Schedule 13D/A is filed on behalf of Perry Corp., a New York corporation, and Richard C. Perry, an American citizen. Perry Corp. is a registered investment adviser that provides asset management services to private investment funds. Richard C. Perry is the President, sole director, and sole stockholder of Perry Corp. The principal business address of Perry Corp. and Richard C. Perry is 767 Fifth Avenue, 19th Floor, New York, NY 10153. A joint filing agreement of Perry Corp. and Richard C. Perry is attached hereto as Exhibit A. The names, citizenship, business addresses and principal occupations of each of the directors and executive officers of Perry Corp. (other than Richard C. Perry) are set forth in Exhibit C, which is incorporated herein by reference. During the last five years, neither Perry Corp., Richard C. Perry, nor any of the persons listed in Exhibit C has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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 of finding any violation with respect to such laws. Item 5. Interest in Securities of the Issuer. (a) - (b) Perry Corp. is the indirect beneficial owner of 256,884 Shares, as of August 2, 2006, which constitutes 0.77% of the Issuer's outstanding Shares, based upon 33,317,892 Shares outstanding as of June 16, 2006, according to the issuers Schedule 14A filed with Securities and Exchange Commission on June 27, 2006. Perry Corp. has sole power to vote and sole power to dispose of 256,884 Shares. By virtue of his position as President and sole stockholder of Perry Corp., Richard C. Perry may be considered to indirectly beneficially own such Shares. (c) Except for the transactions listed on Exhibit B attached hereto, all of which were open market transactions made on the NASDAQ National Market, by private investment funds for which Perry Corp. acts as a general partner and/or investment adviser, there have been no transactions with respect to the Shares during the sixty days prior to the date of this Statement on Schedule 13D/A by either Perry Corp. or Richard C. Perry. (d) The limited partners of (or investors in) each of two or more private investment funds for which Perry Corp. acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. (e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer's outstanding shares on August 2, 2006. CUSIP No. 156772105 Page 5 of 10 Pages Item 7. Material to be Filed as Exhibits. Exhibit A - Joint Filing Agreement, dated as of May 4, 2006, by and among Perry Corp. and Richard C. Perry. Exhibit B - List of transactions in Issuer's common stock taking place during the 60 day period preceding this filing. Exhibit C - Executive Officers and Directors of Perry Corp. (other than Richard C. Perry). CUSIP No. 156772105 Page 6 of 10 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: August 2, 2006 PERRY CORP. By: Richard C. Perry Title: President By: /s/ Michael C. Neus ------------------------------ Michael C. Neus Attorney-in-Fact Date: August 2, 2006 RICHARD C. PERRY By: /s/ Michael C. Neus -------------------------------------- Michael C. Neus Attorney-in-Fact CUSIP No. 156772105 Page 7 of 10 Pages EXHIBIT INDEX Page No. A. Joint Filing Agreement, dated as of May 4, 2006, by and among Perry Corp. and Richard C. Perry.............................. 8 B. Schedule of transactions effected during the last 60 days................................................................ 9 C. Executive Officers and Directors of Perry Corp. (other than Richard C. Perry)................................................... 10 CUSIP No. 156772105 Page 8 of 10 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned's ownership of securities of Ceres Group Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Date: May 4, 2006 PERRY CORP. By: /s/ Richard C. Perry ------------------------------------ Name: Richard C. Perry Title: President Date: May 4, 2006 /s/ Richard C. Perry ------------------------------------------- RICHARD C. PERRY CUSIP No. 156772105 Page 9 of 10 Pages
EXHIBIT B RECENT TRANSACTION IN THE SECURITIES OF CERES GROUP INC. For the Account of Date of Nature of Number of Transaction Transaction Securities Price - -------------------------------- ----------- ----------- ---------- ----- Perry Partners LP 6/23/06 SELL 59,871 6.0029 Perry Partners International Inc. 6/23/06 SELL 123,445 6.0029 Perry Partners LP 7/28/06 SELL 43,569 6.1000 Perry Partners International Inc. 7/28/06 SELL 89,831 6.1000 Perry Partners LP 7/31/06 SELL 81,650 6.1100 Perry Partners International Inc. 7/31/06 SELL 168,350 6.1100 Perry Partners LP 7/31/06 SELL 40,825 6.1100 Perry Partners International Inc. 7/31/06 SELL 84,175 6.1100 Perry Partners LP 8/01/06 SELL 112,677 6.0958 Perry Partners International Inc. 8/01/06 SELL 232,323 6.0958 Perry Partners LP 8/02/06 SELL 11,431 6.10 Perry Partners International Inc. 8/02/06 SELL 23,569 6.10 Perry Partners LP 8/02/06 SELL 375,590 6.10 Perry Partners International Inc. 8/02/06 SELL 774,410 6.10 Perry Partners LP 8/02/06 SELL 81,650 6.10 Perry Partners International Inc. 8/02/06 SELL 168,350 6.10
CUSIP No. 156772105 Page 10 of 10 Pages EXHIBIT C Executive Officers and Directors of Perry Corp. (other than Richard C. Perry) Name Title Citizenship - ------------------- ----------------------------------------------- ----------- Randall Borkenstein Chief Financial Officer and Treasurer USA Michael C. Neus General Counsel and Secretary USA Paul Leff Managing Director and Chief Investment Officer USA Carl Berg Managing Director USA Lance Rosen Managing Director USA Elizabeth Haase Managing Director USA Daniel Goldring Managing Director USA Alp Ercil Managing Director USA Ori Uziel Managing Director USA -----END PRIVACY-ENHANCED MESSAGE-----