0000950142-01-500443.txt : 20011009 0000950142-01-500443.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950142-01-500443 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010921 GROUP MEMBERS: CAPITAL Z FINANCIAL SERVICES FUND II, L.P. GROUP MEMBERS: CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P. GROUP MEMBERS: CAPITAL Z PARTNERS, L.P. GROUP MEMBERS: CAPITAL Z PARTNERS, LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL Z PARTNERS LTD CENTRAL INDEX KEY: 0001075558 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CHASE MANHATTAN PLAZA CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128988700 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL AMERICAN FINANCIAL CORP CENTRAL INDEX KEY: 0000709878 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 112580136 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34486 FILM NUMBER: 1742193 BUSINESS ADDRESS: STREET 1: SIX INTERNATIONAL DRIVE STREET 2: SUITE 190 CITY: RYE BROOK STATE: NY ZIP: 10573-1068 BUSINESS PHONE: 9149345200X253 MAIL ADDRESS: STREET 1: SIX INTERNATIONAL DRIVE STREET 2: SUITE 190 CITY: RYE BROOK STATE: NY ZIP: 10573-1068 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL HOLDING CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 sc13da1-universal.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 1 Under the Securities Exchange Act of 1934 UNIVERSAL AMERICAN FINANCIAL CORP. (Name of Issuer) COMMON STOCK (PAR VALUE $.01 PER SHARE) (Title of Class of Securities) 913377107 (CUSIP Number) CAPITAL Z PARTNERS, LTD. 54 THOMPSON STREET NEW YORK, NY 10012 ATTENTION: MR. DAVID A. SPURIA TEL. NO. (212) 965-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 18, 2001 (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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). 2 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Z Financial Services Fund II, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -- Contributions from Partners -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 25,086,972 SHARES ---------------------------------------- BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH ---------------------------------------- 9 SOLE DISPOSITIVE POWER 25,086,972 ---------------------------------------- 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,086,972 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.3% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN -------------------------------------------------------------------------------- 3 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Z Financial Services Private Fund II, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -- Contributions from Partners -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 133,264 SHARES ---------------------------------------- BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH ---------------------------------------- 9 SOLE DISPOSITIVE POWER 133,264 ---------------------------------------- 10 SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,264 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN -------------------------------------------------------------------------------- 4 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Z Partners, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO -- Contributions from Partners -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ---------------------------------------- BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 25,220,236 ---------------------------------------- 9 SOLE DISPOSITIVE POWER ---------------------------------------- 10 SHARED DISPOSITIVE POWER 25,220,236 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,220,236 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.6% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN -------------------------------------------------------------------------------- (1) Solely in its capacity as the general partner of Capital Financial Services Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P. 5 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Z Partners, Ltd. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 -- Contributions from Stockholders -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ---------------------------------------- BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 25,220,236 ---------------------------------------- 9 SOLE DISPOSITIVE POWER ---------------------------------------- 10 SHARED DISPOSITIVE POWER 25,220,236 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,220,236 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.6% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- (1) Solely in its capacity as the general partner of Capital Z Partners, L.P., which is the general partner of Capital Z Financial Services Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P. 6 AMENDMENT NO. 1 TO SCHEDULE 13D ------------------------------- This Amendment No. 1 to Schedule 13D is filed by the undersigned to amend the Schedule 13D, dated as of August 10, 1999 (the "Original 13D") relating to shares of common stock, par value $.01 per share (the "Common Stock"), of Universal American Financial Corp., a New York corporation (the "Company"). Unless otherwise indicated, all defined terms used herein shall have the meanings set forth in the Original 13D. The Original 13D included Capital Z Management, LLC, a Delaware limited liability company ("Cap Z Management") as a Reporting Person. In [February 2000] Cap Z Management distributed 436,508 shares of Common Stock to employees of Cap Z Fund II. After the distribution, Cap Z Management ceased to hold any shares of Common Stock and ceased to be a beneficial owner of Common Stock. Accordingly, Cap Z Management is not included as a Reporting Person in this Amendment No. 1 and will not be included as a Reporting Person in any subsequent amendments to the Original 13D. The Original 13D included Steven M. Gluckstern and Robert A. Spass as Reporting Persons. Mr. Gluckstern and Mr. Spass no longer have the ability to direct the investment and voting decisions of the Reporting Persons. Accordingly, pursuant to Rule 13d-3, Mr. Gluckstern and Mr. Spass no longer may be deemed a beneficial owner of the Common Stock beneficially owned by the Reporting Persons, and therefore Mr. Gluckstern and Mr. Spass are not included as Reporting Persons in this Amendment No. 1 and will not be included as Reporting Persons in any subsequent amendments to the Original 13D. ITEM 1. SECURITY AND ISSUER No change. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended and restated in its entirety as follows: (a) This Statement on Schedule 13D is being filed by Capital Z Financial Services Fund II, L.P., a Bermuda limited partnership ("Cap Z Fund II"), Capital Z Financial Services Private Fund II, L.P., a Bermuda limited partnership ("Cap Z Private Fund II"), Capital Z Partners, L.P., a Bermuda limited partnership ("Cap Z L.P.") and Capital Z Partners, Ltd., a Bermuda exempt company ("Cap Z Ltd.") (collectively, the "Reporting Persons"). (b) - (c) CAP Z FUND II ------------- Cap Z Fund II is a Bermuda limited partnership formed to invest in securities of insurance, financial services and healthcare service companies and other related businesses. Cap Z Fund II invests in parallel with Cap Z Private Fund II. The principal business address of Cap Z Fund, which also serves as its principal office, is 54 Thompson Street, New York, NY 10012. Pursuant to Instruction C to Schedule 13D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), information with respect to Cap Z L.P., the sole general partner of Cap Z Fund II, is set forth below. 7 CAP Z PRIVATE FUND II --------------------- Cap Z Private Fund II is a Bermuda limited partnership formed to invest in securities of insurance, financial services and healthcare service companies and other related businesses. Cap Z Private Fund II invests in parallel with Cap Z Fund II. The principal business address of Cap Z Private Fund II, which also serves as its principal office, is 54 Thompson Street, New York, NY 10012. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to Cap Z L.P., the sole general partner of Cap Z Private Fund II, is set forth below. CAP Z L.P. ---------- Cap Z L.P. is a Bermuda limited partnership, the principal business of which is serving as the sole general partner of Capital Z Fund II and Cap Z Private Fund, II. The principal address of Cap Z L.P., which also serves as its principal office, is 54 Thompson Street, New York, NY 10012. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to Cap Z Ltd., the sole general partner of Cap Z L.P., is set forth below. CAP Z LTD. ---------- Cap Z Ltd. is a Bermuda exempt company, the principal business of which is serving as the sole general partner of Cap Z L.P. The principal address of Cap Z Ltd., which also serves as its principal office, is 54 Thompson Street, New York, New York 10012. Pursuant to Instruction C to Schedule 13D of the Exchange Act, the name, residence or business address, and present principal occupation or employment of each director and executive officer of Cap Z Ltd. are as follows:

PRINCIPAL OCCUPATION OR NAME BUSINESS ADDRESS EMPLOYMENT ---- ---------------- ---------- Steven M. Gluckstern 54 Thompson Street Director of Cap Z Management and Cap New York, NY 10012 Z Ltd. Robert A. Spass 54 Thompson Street Chairman of the Boards of Directors New York, NY 10012 of Cap Z Management and Cap Z Ltd. Laurence W. Cheng 54 Thompson Street CEO and Director of New York, NY 10012 Capital Z Management and Cap Z Ltd. Bradley E. Cooper 54 Thompson Street Senior Vice President and Director of New York, NY 10012 Capital Z Management and Cap Z Ltd. Mark K. Gormley 54 Thompson Street Senior Vice President and Director of New York, NY 10012 Cap Z Management and Cap Z Ltd. Scott M. Delman 54 Thompson Street Senior Vice President and Director of New York, NY 10012 Cap Z Management and Cap Z Ltd. Roland V. Bernardon 54 Thompson Street Chief Financial Officer and Treasurer New York, NY 10012 of Capital Z Management and Cap Z Ltd. David A. Spuria 54 Thompson Street General Counsel, V.P., and Assistant New York, NY 10012 Secretary of Cap Z Ltd. and General Counsel, V.P., and Secretary of Cap Z Management

(d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 8 (e) None of the entities or persons identified in this Item 2 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 judgement, 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. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America, except for Laurence W. Cheng who is a citizen of Canada. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No change. ITEM 4. PURPOSE OF TRANSACTION No change. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and restated in its entirely as follows: (a) CAP Z FUND II AND CAP Z PRIVATE FUND II --------------------------------------- Cap Z Fund II is the beneficial owner of 25,086,972 shares of Common Stock, which based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 51,986,899 shares of Common Stock outstanding (as of August 1, 2001, as reported in the Company's Quarterly Report on form 10-Q for the period ended June 30, 2001), represents approximately 48.3% of the outstanding shares of Common Stock. Cap Z Private Fund II is the beneficial owner of 133,264 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 51,986,899 shares of Common Stock outstanding (as of August 1, 2001, as reported in the Company's Quarterly Report on form 10-Q for the period ended June 30, 2001), represents approximately 0.3% of the outstanding shares of Common Stock. Because Cap Z Fund II and Cap Z Private Fund invest in parallel, they may be deemed to be a group for purposes of Rule 13d-3. Each of Cap Z Fund II and Cap Z Private Fund II disclaims the existence of such a group and disclaims beneficial ownership of any shares of Common Stock owned by the other. CAP Z L.P. ---------- In its capacity as the sole general partner of Capital Z Fund II and Cap Z Private Fund II, Cap Z L.P. may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 25,220,236 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 51,986,899 shares of Common Stock outstanding (as of August 1, 2001, as reported in the Company's Quarterly Report on form 10-Q for the period ended June 30, 2001), represents approximately 48.6% of the outstanding shares of Common Stock. 9 CAP Z LTD. ---------- In its capacity as the sole general partner of Capital Z L.P., Cap Z Ltd. may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 25,220,236 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 51,986,899 shares of Common Stock outstanding (as of August 1, 2001, as reported in the Company's Quarterly Report on form 10-Q for the period ended June 30, 2001), represents approximately 48.6% of the outstanding shares of Common Stock. (b) CAP Z FUND II ------------- 1. Sole power to vote or to direct the vote 25,086,972 2. Shared power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 25,086,972 4. Shared power to dispose of or to direct the disposition -- CAP Z PRIVATE FUND II --------------------- 1. Sole power to vote or to direct the vote 133,264 2. Shared power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 133,264 4. Shared power to dispose of or to direct the disposition -- CAP Z L.P. ---------- 1. Sole power to vote or to direct the vote -- 2. Shared power to vote or to direct the vote 25,220,236 3. Sole power to dispose or to direct the disposition -- 4. Shared power to dispose of or to direct the disposition 25,220,236 CAP Z LTD. ---------- 1. Sole power to vote or to direct the vote -- 2. Shared power to vote or to direct the vote 25,220,236 10 3. Sole power to dispose or to direct the disposition -- 4. Shared power to dispose of or to direct the disposition 25,220,236 (c) On July 18, 2001, Cap Z Fund II and Cap Z Private Fund II sold 484,741 and 2,475 shares, respectively, at a sale price of $5.00 per share. The sales were made pursuant to an Underwriting Agreement, dated as of July 12, 2001, among Cap Z Fund II, Cap Z Private Fund II, the Company, Banc of America Securities LLC and Raymond James & Associates, Inc., as representatives of the underwriters named therein, and certain shareholders of the Company. (d) Each of the Reporting Persons affirms that 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 shares of Common Stock owned by the Reporting Person. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER No change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 5 is hereby amended to replace Exhibit 7.3 with the following: Exhibit 7.3 Joint Filing Agreement, dated September 21, 2001 among Cap Z Fund II, Cap Z Private Fund II, Cap Z L.P. and Cap Z Ltd. 11 SIGNATURE --------- After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: September 21, 2001 CAPITAL Z FINANCIAL SERVICES FUND II, L.P., a Bermuda limited partnership By: Capital Z Partners, L.P., a Bermuda limited partnership, its General Partner By: Capital Z Partners, Ltd., a Bermuda exempt company, its General Partner By: /s/ David A. Spuria --------------------------------------- Name: David A.Spuria Title: General Counsel CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P., a Bermuda limited partnership By: Capital Z Partners, L.P., a Bermuda limited partnership, its General Partner By: Capital Z Partners, Ltd., a Bermuda exempt company, its General Partner By: /s/ David A. Spuria --------------------------------------- Name: David A.Spuria Title: General Counsel CAPITAL Z PARTNERS, L.P., a Bermuda limited partnership By: Capital Z Partners, Ltd., a Bermuda exempt company, its General Partner By: /s/ David A. Spuria --------------------------------------- Name: David A.Spuria Title: General Counsel 12 CAPITAL Z PARTNERS, LTD., a Bermuda exempt company By: /s/ David A. Spuria --------------------------------------- Name: David A.Spuria Title: General Counsel 13 EXHIBIT INDEX The Exhibit Index is hereby amended to replace Exhibit 7.3 with the following: Exhibit 7.3 Joint Filing Agreement, dated September 21, 2001 among Cap Z Fund II, Cap Z Private Fund II, Cap Z L.P. and Cap Z Ltd. EX-99 3 ex7-3sc13da1.txt EXHIBIT 7.3 EXHIBIT 7.3 ----------- JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 1 to Schedule 13D, to which this Agreement is attached as an Exhibit and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts. Dated: September 21, 2001 CAPITAL Z FINANCIAL SERVICES FUND II, L.P., a Bermuda limited partnership By: Capital Z Partners, L.P., a Bermuda limited partnership, its General Partner By: Capital Z Partners, Ltd., a Bermuda exempt company, its General Partner By: /s/ David A. Spuria ----------------------------------- Name: David A.Spuria Title: General Counsel CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P., a Bermuda limited partnership By: Capital Z Partners, L.P., a Bermuda limited partnership, its General Partner By: Capital Z Partners, Ltd., a Bermuda exempt company, its General Partner By: /s/ David A. Spuria ----------------------------------- Name: David A.Spuria Title: General Counsel CAPITAL Z PARTNERS, L.P., a Bermuda limited partnership By: Capital Z Partners, Ltd., a Bermuda exempt company, its General Partner By: /s/ David A. Spuria ----------------------------------- Name: David A.Spuria Title: General Counsel CAPITAL Z PARTNERS, LTD., a Bermuda exempt company By: /s/ David A. Spuria ----------------------------------- Name: David A.Spuria Title: General Counsel