-----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, DZnMsZT1c+AeJ5bIk1SlzMZUSZo6My5leFuJOhpCq0rQcy/CcbRwsQDjInjYdz18 W3UwDLlS1mSc6qj6X0Q2dw== 0001209191-10-011631.txt : 20100224 0001209191-10-011631.hdr.sgml : 20100224 20100224081757 ACCESSION NUMBER: 0001209191-10-011631 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100222 FILED AS OF DATE: 20100224 DATE AS OF CHANGE: 20100224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FOX SAUL A CENTRAL INDEX KEY: 0001099187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50511 FILM NUMBER: 10628238 MAIL ADDRESS: STREET 1: 950 TOWER LANE STREET 2: SUITE 1150 CITY: FOSTER CITY STATE: CA ZIP: 94404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AMERICA INDEMNITY, LTD CENTRAL INDEX KEY: 0001263813 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: PO BOX 908GT STREET 2: GEORGE TOWN, GRAND CAYMAN ISLAND CITY: GEORGE TOWN STATE: E9 ZIP: 99999 BUSINESS PHONE: 345-949-0100 MAIL ADDRESS: STREET 1: PO BOX 908GT STREET 2: GEORGE TOWN, GRAND CAYMAN ISLAND CITY: GEORGE TOWN STATE: E9 ZIP: 99999 FORMER COMPANY: FORMER CONFORMED NAME: UNITED NATIONAL GROUP LTD DATE OF NAME CHANGE: 20030915 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-02-22 0 0001263813 UNITED AMERICA INDEMNITY, LTD INDM 0001099187 FOX SAUL A C/O UNITED AMERICA INDEMNITY GROUP INC 3 BALA PLAZA EAST, SUITE 300 BALA CYNWYD PA 19004 1 0 1 0 Class A Common Shares 2010-02-22 4 P 0 34913 7.98 A 701660 I See Footnote Class A Common Shares 1075496 I See Footnote Class A Common Shares 5905117 I See Footnote Class A Common Shares 259356 I See Footnote Class A Common Shares 202728 I See Footnote Class A Common Shares 67576 I See Footnote Class A Common Shares 12849 I See Footnote Class A Common Shares 12849 I See Footnote Class A Common Shares 1351 I See Footnote Class A Common Shares 676 I See Footnote Class A Common Shares 3854 I See Footnote Represents the average price of the reporting person's acquisition of 34,913 shares in 24 separate transactions ranging from $7.89 to $8.00 per share. The reporting person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. Mr. Fox has assigned his right to receive payment for his service as a Director of the Issuer to Mercury Assets Delaware LLC. The sole member of Mercury Assets Delaware LLC is The Mercury Trust. Mr. Fox is the sole trustee of the Mercury Trust. Mr. Fox disclaims beneficial ownership of the Class A Common Shares owned by Mercury Assets Delaware LLC except to the extent of his indirect pecuniary interest therein. Shares owned by U.N. Holdings (Cayman), Ltd. Mr. Fox is a director of U.N. Holdings (Cayman), Ltd. A majority of the outstanding share capital of U.N. Holdings (Cayman), Ltd. is held by Fox Paine Capital Fund II International, L.P. ("Fund II"). The sole managing general partner of Fund II is Fox Paine Capital International GP, L.P. ("GPLP"). The sole general partner of GPLP is Fox Paine International GP, Ltd. ("GPLTD"). As a result, GPLTD may be deemed to control the Class A Common Shares owned by U.N. Holdings (Cayman), Ltd. Mr. Fox is a director of GPLTD. Mr. Fox disclaims beneficial ownership of the Class A Common Shares owned by U.N. Holdings (Cayman), Ltd. except to the extent of his indirect pecuniary interest therein. Shares owned by U.N. Holdings (Cayman) II, Ltd. Mr. Fox is a director of U.N. Holdings (Cayman), Ltd. A majority of the outstanding share capital of U.N. Holdings (Cayman) II, Ltd. is held by Fund II. The sole managing general partner of Fund II is GPLP. The sole general partner of GPLP is GPLTD. As a result, GPLTD may be deemed to control the Class A Common Shares owned by U.N. Holdings (Cayman) II, Ltd. Mr. Fox is a director of GPLTD. Mr. Fox disclaims beneficial ownership of the Class A Common Shares owned by U.N. Holdings (Cayman) II, Ltd. except to the extent of his indirect pecuniary interest therein. Shares owned by U.N. Co-Investment Fund I (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund I (Cayman), L.P. Mr. Fox disclaims beneficial ownership of the Class A Common Shares owned by U.N. Co-Investment Fund I (Cayman), L.P. except to the extent of his indirect pecuniary interest therein. Shares owned by U.N. Co-Investment Fund II (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund II (Cayman), L.P. Mr. Fox disclaims beneficial ownership of the Class A Common Shares owned by U.N. Co-Investment Fund II (Cayman), L.P. except to the extent of his indirect pecuniary interest therein. Shares owned by U.N. Co-Investment Fund III (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund III (Cayman), L.P. Mr. Fox disclaims beneficial ownership of the Class A Common Shares owned by U.N. Co-Investment Fund III (Cayman), L.P. except to the extent of his indirect pecuniary interest therein. Shares owned by U.N. Co-Investment Fund IV (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund IV (Cayman), L.P. Mr. Fox disclaims beneficial ownership of the Class A Common Shares owned by U.N. Co-Investment Fund IV (Cayman), L.P. except to the extent of his indirect pecuniary interest therein. Shares owned by U.N. Co-Investment Fund V (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund V (Cayman), L.P. Mr. Fox disclaims beneficial ownership of the Class A Common Shares owned by U.N. Co-Investment Fund II (Cayman), L.P. except to the extent of his indirect pecuniary interest therein. Shares owned by U.N. Co-Investment Fund VI (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund VI (Cayman), L.P. Mr. Fox disclaims beneficial ownership of the Class A Common Shares owned by U.N. Co-Investment Fund VI (Cayman), L.P. except to the extent of his indirect pecuniary interest therein. Shares owned by U.N. Co-Investment Fund VIII (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund VIII (Cayman), L.P. Mr. Fox disclaims beneficial ownership of the Class A Common Shares owned by U.N. Co-Investment Fund VIII (Cayman), L.P. except to the extent of his indirect pecuniary interest therein. Shares owned by U.N. Co-Investment Fund IX (Cayman), L.P. Mr. Fox is a director of Fox Paine Capital Co-Investors GP, Ltd., which is the general partner of U.N. Co-Investment Fund IX (Cayman), L.P. Mr. Fox disclaims beneficial ownership of the Class A Common Shares owned by U.N. Co-Investment Fund IX (Cayman), L.P. except to the extent of his indirect pecuniary interest therein. See footnote page /s/ Linda Hohn Attorney-in-fact 2010-02-24 EX-24.4_319059 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned's hereby makes, constitutes and appoints Thomas M. McGeehan and Linda Hohn as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of United America Indemnity, Ltd., a Cayman Islands corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of February, 2010. /s/ Saul A. Fox Signature Saul A. Fox Print Name STATE OF Pennsylvania COUNTY OF Montgomery On this 19th day of February, 2010, Saul A. Fox personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. /s/ Christine M. Tassoni Notary Public 10/12/2011 My Commission Expires: -----END PRIVACY-ENHANCED MESSAGE-----