-----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, O/zgRQEzYxRPJ7pgnfoZml6R1HaJPvk10i9Vva3B0v67Nsv5Dr9PQ0iUDgj68W7G ovKut31IuyHHgizw8m4UKw== 0000893838-00-000087.txt : 20000324 0000893838-00-000087.hdr.sgml : 20000324 ACCESSION NUMBER: 0000893838-00-000087 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000323 FILED AS OF DATE: 20000323 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESG RE LTD CENTRAL INDEX KEY: 0001049624 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: SEC FILE NUMBER: 000-23481 FILM NUMBER: 576332 BUSINESS ADDRESS: STREET 1: SKANDIA INTERNATIONAL HOUSE STREET 2: 16 CHURCH STREET, HAMILTON CITY: BERMUDA STATE: D0 BUSINESS PHONE: 4412952185 MAIL ADDRESS: STREET 1: SKANDIA INTERNATIONAL HOUSE STREET 2: 16 CHURCH STREET CITY: BERMUDA COMPANY DATA: COMPANY CONFORMED NAME: VICUNA ADVISERS LLC CENTRAL INDEX KEY: 0001069634 STANDARD INDUSTRIAL CLASSIFICATION: [] OWNER IRS NUMBER: 134006560 FILING VALUES: FORM TYPE: 3 BUSINESS ADDRESS: STREET 1: 230 PARK AVE STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10169 BUSINESS PHONE: 2124992942 MAIL ADDRESS: STREET 1: 230 PARK AVE STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10160 3 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person: Vicuna Advisors LLC 230 Park Avenue 7th Floor New York, New York 10169 Attn: Kenneth F. Cooper 2. Date of Event Requiring Statement (Month/Day/Year) Feb. 14, 2000 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 13-4006560 4. Issuer Name and Ticker or Trading Symbol: ESG Re Limited (ESRE F) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) Page 1 of 16 Pages 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Shares, $1.00 par value ("Common Stock") 2. Amount of Securities Beneficially Owned 1,322,000 shares of Common Stock 3. Ownership Form: Direct (D) or Indirect (I) I 4. Nature of Indirect Beneficial Ownership As investment adviser to Vicuna Capital I, L.P. and WNP Investment Partnership, L.P. Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 3. Title and Amount of Securities Underlying Derivative Security Title Page 2 of 16 Pages Amount or Number of Shares 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership Explanation of Responses: This Form 3 is being filed jointly by Vicuna Advisors LLC ("Advisors"), a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited partnership ("Capital"), WNP Investment Partnership, a Delaware limited partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting Persons"). Capital and WNP are private partnerships organized to make investments in securities. Advisors is the investment adviser to Capital and WNP and Partners is the general partner of Capital and WNP. Welch is the Managing Member of Advisors and Partners. The filing of this statement is not an admission by any Reporting Person that such Reporting Person and any other Reporting Person or any other person constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder or that any Reporting Person is the beneficial owner of any securities owned by any other Reporting Person or any other person. Signatures to this Form 3 follow all attachments. Page 3 of 16 Pages Attachment To Form 3 of Vicuna Advisors LLC in Respect of ESG Re Limited (ESRE F) Date of Event Requiring Statement: Feb. 14, 2000 This Form 3 is being filed jointly by Vicuna Advisors LLC ("Advisors"), a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited liability company ("Capital"), WNP Investment Partnership, a Delaware limited partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting Persons"). Advisors is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: Vicuna Partners LLC 230 Park Avenue 7th Floor New York, New York 10169 Attn: Kenneth F. Cooper 2. Date of Event Requiring Statement (Month/Day/Year) Feb. 14, 2000 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 13-4006612 4. Issuer Name and Ticker or Trading Symbol: ESG Re Limited (ESRE F) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ___________________ 6. If Amendment, Date of Original (Month/Day/Year) Page 4 of 16 Pages 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Shares, $1.00 par value ("Common Stock") 2. Amount of Securities Beneficially Owned 1,322,000 shares of Common Stock 3. Ownership Form: Direct (D) or Indirect (I) I 4. Nature of Indirect Beneficial Ownership As general partner of Vicuna Capital I, L.P. and WNP Investment Partnership, L.P. Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 3. Title and Amount of Securities Underlying Derivative Security Title Page 5 of 16 Pages Amount or Number of Shares 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership Explanation of Responses: See Explanation to Responses of Form 3 of Advisors. Signatures to this Form 3 follow all attachments. Page 6 of 16 Pages Attachment To Form 3 of Vicuna Advisors LLC in Respect of ESG Re Limited (ESRE F) Date of Event Requiring Statement: Feb. 14, 2000 This Form 3 is being filed jointly by Vicuna Advisors LLC ("Advisors"), a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited liability company ("Capital"), WNP Investment Partnership, a Delaware limited partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting Persons"). Advisors is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: Vicuna Capital I, L.P. 230 Park Avenue 7th Floor New York, New York 10169 Attn: Kenneth F. Cooper 2. Date of Event Requiring Statement (Month/Day/Year) Feb. 14, 2000 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 13-4006625 4. Issuer Name and Ticker or Trading Symbol: ESG Re Limited (ESRE F) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ___________________ 6. If Amendment, Date of Original (Month/Day/Year) Page 7 of 16 Pages 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Shares, $1.00 par value 2. Amount of Securities Beneficially Owned 979,100 shares of Common Stock 3. Ownership Form: Direct (D) or Indirect (I) D 4. Nature of Indirect Beneficial Ownership Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 3. Title and Amount of Securities Underlying Derivative Security Title Page 8 of 16 Pages Amount or Number of Shares 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership Explanation of Responses: See Explanation to Responses of Form 3 of Advisors. Signatures to this Form 3 follow all attachments. Page 9 of 16 Pages Attachment To Form 3 of Vicuna Advisors LLC in Respect of ESG Re Limited (ESRE F) Date of Event Requiring Statement: Feb. 14, 2000 This Form 3 is being filed jointly by Vicuna Advisors LLC ("Advisors"), a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited liability company ("Capital"), WNP Investment Partnership, a Delaware limited partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting Persons"). Advisors is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: WNP Investment Partnership, L.P. 230 Park Avenue 7th Floor New York, New York 10169 Attn: Kenneth F. Cooper 2. Date of Event Requiring Statement (Month/Day/Year) Feb. 14, 2000 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 13-4006626 4. Issuer Name and Ticker or Trading Symbol: ESG Re Limited (ESRE F) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ____________________ 6. If Amendment, Date of Original (Month/Day/Year) Page 10 of 16 Pages 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Shares, $1.00 par value ("Common Stock") 2. Amount of Securities Beneficially Owned 342,900 shares of Common Stock 3. Ownership Form: Direct (D) or Indirect (I) D 4. Nature of Indirect Beneficial Ownership Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 3. Title and Amount of Securities Underlying Derivative Security Title Page 11 of 16 Pages Amount or Number of Shares 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership Explanation of Responses: See Explanation to Responses of Form 3 of Advisors. Signatures to this Form 3 follow all attachments. Page 12 of 16 Pages Attachment To Form 3 of Vicuna Advisors LLC in Respect of ESG Re Limited (ESRE F) Date of Event Requiring Statement: Feb. 14, 2000 This Form 3 is being filed jointly by Vicuna Advisors LLC ("Advisors"), a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited liability company ("Capital"), WNP Investment Partnership, a Delaware limited partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting Persons"). Advisors is the designated filer. Joint Filer Information 1. Name and Address of Reporting Person: Joshua G. Welch 230 Park Avenue 7th Floor New York, New York 10169 Attn: Kenneth F. Cooper 2. Date of Event Requiring Statement (Month/Day/Year) Feb. 14, 2000 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary): 4. Issuer Name and Ticker or Trading Symbol: ESG Re Limited (ESRE F) 5. Relationship of Reporting Persons(s) to Issuer: ___ Director ___ Officer (give title below) _X_ 10% Owner ___ Other (specify below) ___________________ 6. If Amendment, Date of Original (Month/Day/Year) Page 13 of 16 Pages 7. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security Common Shares, $1.00 par value 2. Amount of Securities Beneficially Owned 1,322,000 shares of Common Stock 3. Ownership Form: Direct (D) or Indirect (I) I 4. Nature of Indirect Beneficial Ownership As Managing Member of Vicuna Advisors LLC, the investment adviser to Vicuna Capital I, L.P. and WNP Investment Partnership, L.P., and as Managing Member of Vicuna Partners LLC, the general partner of Vicuna Capital I, L.P. and WNP Investment Partnership, L.P. Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security 2. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date Page 14 of 16 Pages 3. Title and Amount of Securities Underlying Derivative Security Title Amount or Number of Shares 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership Explanation of Responses: See Explanation to Responses of Form 3 of Advisors. Signatures to this Form 3 follow all attachments. Page 15 of 16 Pages SIGNATURE WITNESS, the signatures of the undersigned this 23rd day of March 2000. VICUNA ADVISORS LLC By: /s/ Joshua G. Welch --------------------------------- Joshua G. Welch Managing Member VICUNA PARTNERS LLC By: /s/ Joshua G. Welch --------------------------------- Joshua G. Welch Managing Member VICUNA CAPITAL I, L.P. By: Vicuna Partners LLC, General Partner By: /s/ Joshua G. Welch --------------------------------- Joshua G. Welch Managing Member WNP INVESTMENT PARTNERSHIP, L.P. By: Vicuna Partners LLC, General Partner By: /s/ Joshua G. Welch --------------------------------- Joshua G. Welch Managing Member Page 16 of 16 Pages -----END PRIVACY-ENHANCED MESSAGE-----