-----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, TTHqDn8IDA3lZDYeFRj1gFbvptOUMGzEm4X253fxEQOa29/zaIQMGKeJ+cUcBVuR sUvWfovt7zklq38/XROgUA== 0000902561-02-000152.txt : 20020415 0000902561-02-000152.hdr.sgml : 20020415 ACCESSION NUMBER: 0000902561-02-000152 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020304 GROUP MEMBERS: BENNETT H. TOLLEFSON CHARITABLE LEAD UNITRUST DATED 3/3/00 GROUP MEMBERS: BLACKMAN CHARITABLE REMAINDER TRUST GROUP MEMBERS: BLACKMAN INVESTMENTS LLC GROUP MEMBERS: LOUISE B. BLACKMAN TOLLEFSON FAMILY FOUNDATION DATED 3/24/98 GROUP MEMBERS: LOUISE B. TOLLEFSON 2000 FLORIDA INTANGIBLE TAX TRUST GROUP MEMBERS: LOUISE B. TOLLEFSON CHARITABLE LEAD ANNUITY TRUST GROUP MEMBERS: MARINER PARTNERS, INC. GROUP MEMBERS: MARK W. BLACKMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARINER PARTNERS INC CENTRAL INDEX KEY: 0001168360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2127586200 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NYMAGIC INC CENTRAL INDEX KEY: 0000847431 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 133534162 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40907 FILM NUMBER: 02566221 BUSINESS ADDRESS: STREET 1: 330 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125510600 MAIL ADDRESS: STREET 1: 330 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 sc13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NYMAGIC, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 Par Value - ------------------------------------------------------------------------------- (Title of Class of Securities) 629484106 - ------------------------------------------------------------------------------- (CUSIP Number) William Jeter Michaelcheck Mariner Partners, Inc. 780 Third Avenue 16th Floor New York, NY 10017 Copy to: Laura D. Richman Mayer, Brown, Rowe & Maw 190 S. LaSalle St. Chicago, IL 60603 312-701-7304 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 20, 2002 - ------------------------------------------------------------------------------- (Date of Events Which Require 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 schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box /X/ (with respect to Mark W. Blackman and John N. Blackman) (Continued on following pages) (Page 1 of 24 Pages) CUSIP NO.: 629484106 SCHEDULE 13D Page 2 of 24 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Mariner Partners, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) _______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] _______________________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________________ 4 SOURCE OF FUNDS* OO [Not yet determined] _______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] _______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 5,544,171 OWNED BY ________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ________________________________________________________________ 10 SHARED DISPOSITIVE POWER 1,800,000 shares subject to option _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,544,171 based on shared voting power _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.9% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO.: 629484106 SCHEDULE 13D Page 3 of 24 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Mark W. Blackman I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) _______________________________________________________________________________ 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 ITEMS 2(d) OR 2(e) [_] _______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. _______________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 5,544,171 OWNED BY ________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,359,530 PERSON ________________________________________________________________ 10 SHARED DISPOSITIVE POWER 450,000 _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,544,171 based on shared voting power _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.9% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO.: 629484106 SCHEDULE 13D Page 4 of 24 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Blackman Investments LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) _______________________________________________________________________________ 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 ITEMS 2(d) OR 2(e) [_] _______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut _______________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 5,544,171 OWNED BY ________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,370,030 PERSON ________________________________________________________________ 10 SHARED DISPOSITIVE POWER 450,000 _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,544,171 based on shared voting power _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.9% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO.: 629484106 SCHEDULE 13D Page 5 of 24 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Blackman Charitable Remainder Trust I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) _______________________________________________________________________________ 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 ITEMS 2(d) OR 2(e) [_] _______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut _______________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 5,544,171 OWNED BY ________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 100,000 PERSON ________________________________________________________________ 10 SHARED DISPOSITIVE POWER 0 _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,544,171 based on shared voting power _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.9% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO.: 629484106 SCHEDULE 13D Page 6 of 24 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Louise B. Tollefson 2000 Florida Intangible Tax Trust Dated 12/12/00 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) _______________________________________________________________________________ 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 ITEMS 2(d) OR 2(e) [_] _______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida _______________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 5,544,171 OWNED BY ________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 914,611 PERSON ________________________________________________________________ 10 SHARED DISPOSITIVE POWER 900,000 _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,544,171 based on shared voting power _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.9% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO.: 629484106 SCHEDULE 13D Page 7 of 24 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Louise B. Blackman Tollefson Family Foundation dated 3/24/98 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) _______________________________________________________________________________ 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 ITEMS 2(d) OR 2(e) [_] _______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida _______________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 5,544,171 OWNED BY ________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 39,288 PERSON ________________________________________________________________ 10 SHARED DISPOSITIVE POWER 39,288 _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,544,171 based on shared voting power _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.9% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO.: 629484106 SCHEDULE 13D Page 8 of 24 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Louise B. Tollefson Charitable Lead Annuity Trust dated 3/30/00 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) _______________________________________________________________________________ 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 ITEMS 2(d) OR 2(e) [_] _______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida _______________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 5,544,171 OWNED BY ________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 349,123 PERSON ________________________________________________________________ 10 SHARED DISPOSITIVE POWER 349,123 _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,544,171 based on shared voting power _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.9% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO.: 629484106 SCHEDULE 13D Page 9 of 24 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Bennett H. Tollefson Charitable Lead Unitrust dated 3/3/00 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) _______________________________________________________________________________ 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 ITEMS 2(d) OR 2(e) [_] _______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida _______________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES ________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 5,544,171 OWNED BY ________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 345,533 PERSON ________________________________________________________________ 10 SHARED DISPOSITIVE POWER 345,533 _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,544,171 based on shared voting power _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.9% _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 24 Pages Item 1: Security and Issuer. (a) This statement on Schedule 13D relates to shares of common stock, $1.00 par value, of NYMAGIC, Inc., a New York corporation ("NYMAGIC") (b) NYMAGIC's principal executives offices are located at: 330 Madison Avenue New York, NY 10017 Item 2: Identity and Background. I (a) Name: Mariner Partners, Inc. a Delaware corporation which is 100% owned by William Jeter Michaelcheck ("Mariner") (b) Business Address: 780 Third Avenue 16th Floor New York, NY 10017 (c) Present Principal Business: investment management (d) During the last five years, Mariner has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mariner has not 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 or finding any violation with respect to such laws. (f) Place of Organization: Mariner is incorporated in the state of Delaware. II (a) Name: William Jeter Michaelcheck, sole stockholder, director and chairman and chief executive officer of Mariner (b) Residence or Business Address: 780 Third Avenue 16th Floor New York, NY 10017 Page 11 of 24 Pages (c) Present Principal Occupation: chief executive officer of Mariner (d) During the last five years, Mr. Michaelcheck has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Michaelcheck has not 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 or finding any violation with respect to such laws. (f) Citizenship: U.S.A. III (a) Name: Charles Raymond Howe II, director, secretary and treasurer of Mariner (b) Business Address: 780 Third Avenue 16th Floor New York, NY 10017 (c) Present Principal Occupation: secretary and treasurer of Mariner (d) During the last five years, Mr. Howe has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Howe has not 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 or finding any violation with respect to such laws. (f) Citizenship: U.S.A. IV (a) Name: Mark. W. Blackman (b) Residence or Business Address: 330 Madison Avenue New York, NY 10017 (c) Present Principal Occupation: insurance consultant (d) During the last five years, Mr. Blackman has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Page 12 of 24 Pages (e) During the last five years, Mr. Blackman has not 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 or finding any violation with respect to such laws. (f) Citizenship: U.S.A. V (a) Name: Blackman Investments LLC (b) Business Address: 41 Wee Burn Lane Darien, CT 06820 (c) Present Principal Business: investments (d) During the last five years, Blackman Investments LLC has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Blackman Investments LLC has not 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 or finding any violation with respect to such laws. (f) Place of Organization: Connecticut VI (a) Name: Kathleen Blackman, a member of Blackman Investments LLC (b) Residence or Business Address: 41 Wee Burn Lane Darien, CT 06820 (c) Present Principal Occupation: part-time at United Way (d) During the last five years, Ms. Blackman has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Ms. Blackman has not 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 Page 13 of 24 Pages judgment, 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) Citizenship: U.S.A. VII (a) Name: John Blackman, a member of Blackman Investments LLC and trustee of Blackman Charitable Remainder Trust (b) Residence or Business Address: 41 Wee Burn Lane Darien, CT 06820 (c) Present Principal Occupation: investor/contractor (d) During the last five years, Mr. Blackman has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Blackman has not 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 or finding any violation with respect to such laws. (f) Citizenship: U.S.A. VIII (a) Name: Blackman Charitable Remainder Trust (b) Business Address: 41 Wee Burn Lane Darien, CT 06820 (c) Present Principal Business: trust administration (d) During the last five years, Blackman Charitable Remainder Trust has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Blackman Charitable Remainder Trust has not 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 or finding any violation with respect to such laws. (f) Place of Organization: Connecticut Page 14 of 24 Pages IX (a) Name: Louise B. Tollefson 2000 Florida Intangible Tax Trust dated 2/12/00 (b) Business Address: C/o Robert G. Simses, Trustee Warwick Simses Bauer & Banister 140 Royal Palm Way, Suite 205 Palm Beach, FL 33480 (c) Present Principal Business: trust administration (d) During the last five years, Louise B. Tollefson 2000 Florida Intangible Tax Trust dated 12/12/00 has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Louise B. Tollefson 2000 Florida Intangible Tax Trust dated 12/12/00 has not 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 or finding any violation with respect to such laws. (f) Place of Organization: Florida X (a) Name: Louise B. Tollefson (b) Residence or Business Address: 18665 S.E. Village Circle Tequesta, FL 33469 (c) Present Principal Occupation: retired (d) During the last five years, Ms. Tollefson has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Ms. Tollefson has not 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 or finding any violation with respect to such laws. (f) Citizenship: U.S.A. Page 15 of 24 Pages XI (a) Name: Louise B. Blackman Tollefson Family Foundation dated 3/24/98 (b) Business Address: C/o Robert G. Simses, Trustee Warwick Simses Bauer & Banister 140 Royal Palm Way, Suite 205 Palm Beach, FL 33480 (c) Present Principal Business: family foundation (d) During the last five years, Louise B. Blackman Tollefson Family Foundation dated 3/24/98 has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Louise B. Blackman Tollefson Family Foundation dated 3/24/98 has not 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 or finding any violation with respect to such laws. (f) Place of Organization: Florida XII (a) Name: Louise B. Tollefson Charitable Lead Annuity Trust dated 3/30/00 (b) Business Address: C/o Robert G. Simses, Trustee Warwick Simses Bauer & Banister 140 Royal Palm Way, Suite 205 Palm Beach, FL 33480 (c) Present Principal Business: trust administration (d) During the last five years, Louise B. Tollefson Charitable Lead Annuity Trust dated 3/30/00 has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Louise B. Tollefson Charitable Lead Annuity Trust dated 3/30/00 has not 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 or finding any violation with respect to such laws. (f) Place of Organization: Florida Page 16 of 24 Pages XIII (a) Name: Bennett H. Tollefson Charitable Lead Unitrust dated 3/30/00 (b) Business Address: C/o Robert G. Simses, Trustee Warwick Simses Bauer & Banister 140 Royal Palm Way, Suite 205 Palm Beach, FL 33480 (c) Present Principal Business: trust administration (d) During the last five years, Bennett H. Tollefson Charitable Lead Unitrust has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Bennett H. Tollefson Charitable Lead Unitrust has not 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 or finding any violation with respect to such laws. (f) Place of Organization: Florida Item 3: Source and Amount of Funds or Other Consideration. No financial consideration was paid for the voting or board nomination rights described in Item 6. Mariner has not yet determined how it will fund the exercise price should it exercise any of the options described in Item 6. Item 4: Purpose of Transaction. As further described in Item 6, Mariner will have the right to vote the Voting Shares (as defined in Item 6) representing approximately 60% of the voting stock of NYMAGIC, with the approval of two out of three of the Participating Shareholders (as defined in Item 6) subject to certain provisions of the voting agreement further described in Item 6. In this manner, the parties to the voting agreement will be able to use their combined shareholder voting power to influence key matters that require shareholder approval. Pursuant to the voting agreement, one purpose of this transaction is to reduce the size of the Board of Directors of NYMAGIC from its current 12 members to 10 members. Mariner will be entitled to nominate four directors and each of the three Participating Shareholders will be entitled to nominate two directors. It is currently envisioned that Mariner will cause William J. Michaelcheck, William D Shaw Jr., George Trumbull and A. George Kallop to be nominated to the Board of Directors at NYMAGIC's 2002 annual meeting of shareholders and that the Participating Shareholders will nominate Mark W. Blackman, John N. Blackman, Jr., Robert G. Simses and three as yet unidentified Page 17 of 24 Pages individuals. Mariner and the Participating Shareholders reserve the right to undertake a proxy or consent solicitation, or to take shareholder action by written consent, to accomplish their objectives. The parties to the voting agreement may decide to cause changes to the way NYMAGIC is operated, but those changes have not yet been determined. It is possible that they will cause NYMAGIC to enter into new lines of business or to exit existing lines of business. Assets may be sold or purchased. Business or corporate transactions of various types may be considered. It is anticipated that the newly elected Board of Directors of NYMAGIC may approve an investment management agreement between Mariner and NYMAGIC and/or its subsidiaries. In addition to the Mariner director nominees mentioned above, it is possible that Mariner employees may serve as officers, employees or consultants of NYMAGIC. The Participating Shareholders granted Mariner the option to purchase an aggregate of up to 1,800,000 shares of their shares of NYMAGIC. Item 5: Interest in Securities of the Issuer. Mariner and the Participating Shareholders share voting power with respect to 5,544,171 shares of common stock of NYMAGIC, representing approximately 60% of the outstanding shares of common stock of NYMAGIC based on the number of shares reported outstanding on October 1, 2001, as set forth in NYMAGIC's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001. Mariner does not have the power to dispose of any of these shares. The Participating Shareholders have power to dispose of their respective shares of NYMAGIC, which are further identified in Item 6; provided that they retain shares necessary for Mariner to exercise its option and provided further that the transferee agrees to be bound by the voting agreement except that each Participating Shareholder may transfer an aggregate of 250,000 shares that will not be subject to the voting agreement. Mariner has an option to acquire 1,800,000 shares of common stock from the Participating Shareholders, representing approximately 19.4% of the outstanding shares of common stock of NYMAGIC outstanding on October 1, 2001. Mariner is permitted to assign the options to William J. Michaelcheck, William D. Shaw, Jr., George Trumbull, A. George Kallop or any other employee or consultant working for Mariner in connection with NYMAGIC or to any other person agreed to by at least two Participating Shareholders. Option transferees must agree to be bound to the terms of the voting agreement. Page 18 of 24 Pages
The following chart sets forth beneficial ownership information with respect to each of the reporting persons: - -------------------------------------------------------------------------------------------------------------------- Number of Shares beneficially owned by each Reporting Person - -------------------------------------------------------------------------------------------------------------------- Name of Reporting Person Sole Shared Sole Shared Aggregate Percentage No. of Voting Voting Power Dispositive Dispositive No. of of Shares Shares Power Power Power Shares Beneficially held Beneficially Owned (1) subject Owned (1) to option - -------------------------------------------------------------------------------------------------------------------- Mariner Partners, Inc. 0 5,544,171 0 1,800,000 1,800,000 0 0 - -------------------------------------------------------------------------------------------------------------------- Mark W. Blackman 0 5,544,171 1,359,530 450,000 1,809,530 19.5% 450,000 (2) (2) (2) - -------------------------------------------------------------------------------------------------------------------- Blackman Investments LLC 0 5,544,171 1,370,030 450,000 1,820,030 19.7% 450,000 - -------------------------------------------------------------------------------------------------------------------- Blackman Charitable 0 5,544,171 100,000 0 100,000 1.1% 0 Remainder Trust - -------------------------------------------------------------------------------------------------------------------- Louise B. Tollefson 2000 0 5,544,171 914,611 900,000 1,080,667 11.7% (5) Florida Intangible Trust (3) (4) - -------------------------------------------------------------------------------------------------------------------- Louise B. Blackman 0 5,544,171 39,288 39,288 39,288 0.4% (5) Tollefson Family (3) (4) Foundation - -------------------------------------------------------------------------------------------------------------------- Louise B. Tollefson 0 5,544,171 349,123 349,123 349,123 3.8% (5) Charitable Lead Annuity (3) (4) Trust - -------------------------------------------------------------------------------------------------------------------- Bennett H. Tollefson 0 5,544,171 345,533 345,533 345,533 3.7% (5) Charitable Lead Unitrust (3) (4) - --------------------------------------------------------------------------------------------------------------------
(1) These percentages are calculated excluding shared voting power. These percentages have been calculated without giving effect to the options. If the options were exercised, Mariner Partners, Inc.'s percentage would be 19.4%; Mark W. Blackman's percentage would be 14.7% and Blackman Investments LLC's percentage would be 14.8%. The percentages for each Tollefson Trust would depend on how the options are allocated among the trusts. If the full options were allocated to the Louise B. Tollefson 2000 Florida Intangible Trust, its percentage after option exercise would be 2%. The percentage of each of the other Tollefson Trusts could be reduced to 0% if the maximum possible options were allocated to it. See footnote 5. (2) Excludes 170,000 shares which Mark W. Blackman may be deemed to beneficially own as guardian of minors, together owning 110,000 shares, and spouse owning 60,000, and may be deemed to have power to vote such 170,000 shares. Mark W. Blackman disclaims beneficial ownership of such 170,000 shares. (3) If the Tollefson Trustee, who has the sole power to determine the number of shares to be provided by any one or more of the Tollefson Trusts upon exercise of the option, allocates the maximum number of shares subject to the option from the Tollefson Trusts other than this Reporting Person. (4) Maximum number of shares subject to the option. (5) An aggregate of 900,000 shares held by the Tollefson Trusts are subject to the option; the Tollefson Trustee has the sole power to determine the number of shares to be provided by any one or more of the Tollefson Trusts upon exercise of the option. William Jeter Michaelcheck and Charles Raymond Howe II do not individually own any shares of NYMAGIC. John Blackman and Kathleen Blackman individually do not own any shares of NYMAGIC. In addition to the Tollefson trust interests set forth above, Louise B. Tollefson owns 5,262 shares of NYMAGIC for which she has sole voting and dispositive power. Louise B. Tollefson may be deemed to beneficially own an addditional 1,402 shares owned by her spouse Bennett H. Tollefson, and may be deemed to have power to vote such shares. Louise B. Tollefson disclaims beneficial ownership of such 1,402 shares. In addition she is a beneficiary of the Louise B. Tollefson and Bennett H. Tollefson Charitable Remainder Unitrust dated 3/24/98, which owns 96,600 shares of NYMAGIC but she does not have voting or dispositive power over such shares. Each of the reporting persons disclaims beneficial ownership of the shares for which it does not have dispositive power. Page 19 of 24 Pages Item 6: Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Mariner entered into a voting agreement relating to the stock of NYMAGIC as of February 20, 2002, with (i) MARK W. BLACKMAN; BLACKMAN INVESTMENTS LLC ("Blackman Investments"); JOHN N. BLACKMAN JR. (the "Blackman Trustee") as trustee of the Blackman Charitable Remainder Trust (the "Blackman Co-Trust"); and ROBERT G. SIMSES (the "Tollefson Trustee") as trustee of the Louise B. Tollefson 2000 Florida Intangible Tax Trust dated 12/12/00, as trustee of the Louise B. Blackman Tollefson Family Foundation dated 3/24/98, as co-trustee of the Louise B. Tollefson Charitable Lead Annuity Trust dated 3/30/00, and as co-trustee of the Bennett H. Tollefson Charitable Lead Unitrust dated 3/30/00 (the "Participating Shareholders"); (ii) KATHLEEN BLACKMAN as co-trustee with the Blackman Trustee of the Blackman Charitable Remainder Trust; and (iii) FIRST UNION NATIONAL BANK ("First Union") as co-trustee with the Tollefson Trustee of the Louise B. Tollefson Charitable Lead Annuity Trust dated 3/30/00, and as co-trustee with the Tollefson Trustee of the Bennett H. Tollefson Charitable Lead Unitrust (the "Tollefson Co-Trusts"). The following shares are subject to the voting agreement (the "Voting Shares"): (i) the 1,809,530 Shares of NYMAGIC for which Mark W. Blackman has sole voting power; (ii) the 1,820,030 Shares of NYMAGIC for which Blackman Investments has sole voting power; (iii) the 100,000 Shares of NYMAGIC held by the Blackman Charitable Remainder Trust for which the Blackman Trustee has, with the approval of Kathleen Blackman, sole voting power; and (iv) the 1,080,667 Shares of NYMAGIC held by the Louise B. Tollefson 2000 Florida Intangible Tax Trust , the 39,288 shares held by the Louise B. Blackman Tollefson Family Foundation, the 349,123 Shares held by the Louise B. Tollefson Charitable Lead Annuity Trust, and the 345,533 Shares of NYMAGIC held by the Bennett H. Tollefson Charitable Lead Unitrust for which the Tollefson Trustee has, with the consent and agreement of First Union, voting power (hereinafter the "Tollefson Shares"). Page 20 of 24 Pages For the purposes of the voting agreement there are three "Participating Shareholders": (i) Mark W. Blackman; (ii) Blackman Investments and the Blackman Trustee as co-trustee of the Blackman Charitable Remainder Trust dated April 1, 2001 (with Blackman Investments and the Blackman Trustee constituting one Participating Shareholder for all purposes under the Voting Agreement); and (iii) The Tollefson Trustee as sole trustee of the Louise B. Tollefson 2000 Florida Intangible Tax Trust dated December 12, 2000; as sole trustee of the Louise B. Blackman Tollefson Family Foundation dated March 24, 1998; as co-trustee of the Louise B. Tollefson Charitable Lead Annuity Trust dated March 30, 2000; and as co-trustee of the Bennett H. Tollefson Charitable Lead Unitrust dated March 30, 2000 (such trusts being collectively, the "Tollefson Trusts"). Pursuant to the voting agreement, Mariner has been granted the right with, (and only with) the written approval of two of the three Participating Shareholders, to exercise all of the rights of a shareholder of NYMAGIC and to vote the Voting Shares at all meetings of shareholders. In the event that two of the three Participating Shareholders fail to approve any vote by Mariner on any matter, Mariner shall not vote on such matter, and Mariner's non-voting will not entitle any Participating Shareholder to instead vote his or its Voting Shares on that matter. However, Mariner does not have the right to vote on or consent to (a) the merger or consolidation of NYMAGIC into or with another corporation, (b) the sale of all or substantially all of its assets, (c) its dissolution and/or liquidation, or (d) any recapitalization or stock offering of NYMAGIC, unless two of the three Participating Shareholders consent thereto in writing. In the event that two of the three Participating Shareholders fail to approve any vote by Mariner on any matter referred to in the preceding sentence, Mariner shall not vote on such matter and instead each Participating Shareholder may vote his or its Voting Shares on that matter. The voting agreement entitles Mariner to nominate four (4) candidates for election to the Board of NYMAGIC, and each Participating Shareholder to nominate two (2) candidates for election to the Board of NYMAGIC, for a total of ten (10) directors. Mariner intends to nominate each of William J. Michaelcheck, William D. Shaw, Jr., George Trumbull and A. George Kallop as candidates for the Board and the Participating Shareholders may nominate themselves as candidates for the Board. The Participating Shareholders have agreed, consistent with director fiduciary duties, to cause their nominees to the Board to vote for one of the Mariner-nominated members of the Board, as designated by Mariner as Chairman of each meeting. If a Participating Shareholder does not nominate the full number of candidates for election to the Board that such Participating Shareholder is authorized to nominate, then in addition to its other rights, Mariner, instead of that Participating Shareholder, may nominate a number of candidates equal to the number not nominated by that Participating Shareholder. Mariner has agreed to use its reasonable efforts to cause NYMAGIC to take such action as is necessary to reduce the number of currently authorized directors of NYMAGIC to ten (10). Page 21 of 24 Pages The voting agreement also gave Mariner the right to purchase at any time and from time to time up to 1,800,000 shares of NYMAGIC from the Participating Shareholders in the amounts set forth below opposite each such Participating Shareholder's name: (i) Mark W. Blackman - 450,000 Shares; (ii) Blackman Investments - 450,000 Shares; (iii) the Tollefson Trustee - 900,000 Tollefson Shares, provided that the Tollefson Trustee shall have the sole power to determine the number of shares to be provided by any one of the Tollefson Trusts. (iv) The exercise price for the options is as follows: Time Period Price -------------------------------------- ------------------ -------------------------------------- ------------------ February 15-May 14, 2002: $19.00 per share May 15-August 14, 2002: $19.25 per share August 15-November 14, 2002: $19.50 per share November 15 -February 14, 2003: $19.75 per share February 15-May 14, 2003: $20.00 per share May 15-August 14, 2003: $20.25 per share August 15-November 14, 2003: $20.50 per share November 15-February 14, 2004: $20.75 per share February 15-May 14, 2004: $21.00 per share May 15-August 14, 2004: $21.25 per share August 15, -November 14, 2004: $21.50 per share November 15 -February 14, 2005: $21.75 per share February 15, 2005 - March 15, 2005: $22.00 per share The voting agreement terminates upon the earliest to occur of the following dates (the "Termination Date"): (i) February 15, 2005; (ii) the merger or consolidation of NYMAGIC into another corporation, the sale of all or substantially all its assets or its dissolution and/or its liquidation; (iii) immediately upon the resignation of Mariner; or (iv) upon written notice of such termination to Mariner from all of the Participating Shareholders, provided, that except where such written notice of termination is due to gross negligence or willful misconduct that causes or is reasonably likely to cause direct, substantial and provable damage to NYMAGIC, the options shall continue in full force and effect until the close of business on February 15, 2005. Page 22 of 24 Pages Mariner's voting rights, board nomination rights and right to acquire option shares representing in the aggregate ten percent (10%) or more of the voting power conferred by all of the voting stock of NYMAGIC at the time outstanding shall be subject to the New York Superintendent of Insurance either (i) having given his prior approval thereto pursuant to Section 1506 of the New York Insurance Law or (ii) having determined pursuant to Section 1501(c) of the New York Insurance Law that no such approval is required; provided that there is no limit on Mariner's right to acquire option shares representing less than ten percent (10%) in the aggregate of the voting power conferred by all voting stock of NYMAGIC. The Participating Shareholders may transfer their Voting Shares; provided that (i) they at all times retain the number of Voting Shares necessary to enable Mariner to exercise its options and (ii) the transferred shares remain subject to the voting agreement. Each Participating Shareholder is allowed to sell up to 250,000 Voting Shares, which shares would then no longer be subject to the voting agreement. The summary of the voting agreement contained in this Schedule 13D is qualified in its entirety by reference to the full text of the voting agreement which is attached hereto as Exhibit 99.1. Item 7: Material to be Filed as Exhibits. 99.1 The Voting Agreement dated as of February 20, 2001, as amended. 99.2 Joint Filing Agreement Page 23 of 24 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 4, 2002 MARINER PARTNERS, INC. By: /s/ William Jeter Michaelcheck -------------------------------------- William Jeter Michaelcheck, Chief Executive Officer /s/ Mark W. Blackman ------------------------------------------ Mark W. Blackman BLACKMAN INVESTMENTS LLC By: /s/ John N. Blackman, Jr. -------------------------------------- John Blackman, Member By: /s/ K.C. Blackman -------------------------------------- Kathleen Blackman, Member BLACKMAN CHARITABLE REMAINDER TRUST By: /s/ John N. Blackman, Jr., trustee -------------------------------------- John Blackman, Trustee LOUISE B. TOLLEFSON 2000 FLORIDA INTANGIBLE TAX TRUST DATED 12/12/00 By: /s/ Robert G. Simses, Trustee -------------------------------------- Robert G. Simses, Trustee Page 24 of 24 Pages LOUISE B. BLACKMAN TOLLEFSON FAMILY FOUNDATION DATED 3/24/98 By: /s/ Robert G. Simses, Trustee -------------------------------------- Robert G. Simses, Trustee LOUISE B. TOLLEFSON CHARITABLE LEAD ANNUITY TRUST DATED 3/30/00 By: /s/ Robert G. Simses, Trustee -------------------------------------- Robert G. Simses, Trustee BENNETT H. TOLLEFSON CHARITABLE LEAD UNITRUST DATED 3/30/00 By: /s/ Robert G. Simses, Trustee -------------------------------------- Robert G. Simses, Trustee EX-99.1 3 exh-991.txt NYMAGIC, INC. VOTING AGREEMENT VOTING AGREEMENT (this "Agreement") dated as of February 20, 2002, by and among (i) MARK W. BLACKMAN; BLACKMAN INVESTMENTS LLC ("Blackman Investments"); JOHN N. BLACKMAN JR. (the "Blackman Trustee") as trustee of the Blackman Charitable Remainder Trust (the "Blackman Co-Trust"); and ROBERT G. SIMSES (the "Tollefson Trustee") as trustee of the Louise B. Tollefson 2000 Florida Intangible Tax Trust, as co-trustee of the Louise B. Tollefson Charitable Lead Annuity Trust, and as co-trustee of the Bennett H. Tollefson Charitable Lead Unitrust (the "Participating Shareholders"); (ii) KATHLEEN BLACKMAN as co-trustee with the Blackman Trustee of the Blackman Charitable Remainder Trust; (iii) FIRST UNION NATIONAL BANK ("First Union") as co-trustee with the Tollefson Trustee of the Louise B. Tollefson Charitable Lead Annuity Trust, and as co-trustee with the Tollefson Trustee of the Bennett H. Tollefson Charitable Lead Unitrust (the "Tollefson Co-Trusts"); and (iv) MARINER PARTNERS, INC. ("Mariner"). WHEREAS, the Participating Shareholders believe that it is advisable and in the best interests of NYMAGIC, Inc. a New York corporation (the "Corporation") and the shareholders thereof to enter into this Agreement in order to (i) secure continuity and stability of policy and management of the Corporation with the advice and assistance of Mariner, and (ii) induce Mariner to enter into an advisory relationship with the Corporation, by acting together with respect to the voting on or consenting to certain matters that may be acted upon by the holders of common stock. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged the parties hereto agree as follows: ARTICLE I. PARTICIPATING SHAREHOLDERS; REPRESENTATIONS; ETC: (A) The Participating Shareholders are: (i) Mark W. Blackman; (ii) Blackman Investments and the Blackman Trustee as co-trustee of the Blackman Charitable Remainder Trust dated April 1, 2001 (with Blackman Investments and the Blackman Trustee constituting one Participating Shareholder for all purposes under this Agreement); and (iii) The Tollefson Trustee as sole trustee of the Louise B. Tollefson 2000 Florida Intangible Tax Trust dated December 12, 2000; as sole trustee of the Louise B. Blackman Tollefson Family Foundation dated March 24, 1998; as co-trustee of the Louise B. Tollefson Charitable Lead Annuity Trust dated March 30, 2000; and as co-trustee of the Bennett H. Tollefson Charitable Lead Unitrust dated March 30, 2000 (such trusts being collectively, the "Tollefson Trusts"). (B) Voting. With regard to any provision of this Agreement allowing for, or requiring, the vote of the Participating Shareholders, each Participating Shareholder shall have one vote. Blackman Investments hereby authorizes the Blackman Trustee to vote at his discretion the vote to which Blackman Investments and the Blackman Trustee are collectively entitled. (C) Kathleen Blackman. As co-trustee of the Blackman Co-Trust, Kathleen Blackman by her execution and delivery of this Agreement hereby authorizes, consents and agrees to the terms of this Agreement and authorizes the Blackman Trustee to carry out the terms hereof by voting the Voting Shares of the Blackman Co-Trust in the manner and for the purposes set forth herein. (D) First Union. As co-trustee of the Tollefson Co-Trusts, First Union by its execution and delivery of this Agreement hereby authorizes, consents and agrees to the terms of this Agreement and authorizes the Tollefson Trustee to carry out the terms hereof by voting the Voting Shares of the Tollefson Co-Trusts in the manner and for the purposes set forth herein. (E) Representations. Each Participating Shareholder represents and warrants to Mariner as follows, but only as to himself or itself, as applicable: (i) Ownership of Shares. Each of Mark W. Blackman and Blackman Investments is the record holder and beneficial owner and each of the Blackman Trustee and the Tollefson Trustee is the record and legal holder of that number of Voting Shares (as hereinafter defined) listed opposite each such Participating Shareholder's name in Article II hereof, which at the date hereof and at all times up until the Termination Date (as hereinafter defined) will be free and clear of any liens, claims, options, charges or other encumbrances, except as permitted herein. (ii) Authorization. The execution, delivery and performance by each Participating Shareholder of this Agreement and the consummation by each Participating Shareholder of the transactions contemplated hereby are within the powers of each Participating Shareholder. This Agreement constitutes a legal, valid and binding Agreement of each Participating Shareholder. (iii) No Other Voting Agreement. Other than as set forth herein, none of the Voting Shares is subject to any voting trust or other agreement, document or arrangement with respect to the voting of such Voting Shares and no Participating Shareholder shall enter into any such trust, agreement or arrangement during the term of this Agreement. (F) Dividends. Dividends and the proceeds from any sale or other distribution of any Voting Shares shall be paid or distributed to the applicable Participating Shareholder as if this Agreement did not exist. 2 ARTICLE II. SHARES SUBJECT TO THIS AGREEMENT: The following are shares of common stock of the Corporation subject to the terms of this Agreement (collectively, the "Voting Shares"): (A) the 1,809,530 Shares of NYMAGIC, Inc. for which Mark W. Blackman has sole voting power; (B) the 1,820,030 Shares of NYMAGIC, Inc. for which Blackman Investments has sole voting power; and (C) the 100,000 Shares of NYMAGIC, Inc. held by the Blackman Charitable Remainder Trust for which the Blackman Trustee has, with the approval of Kathleen Blackman, sole voting power as set forth herein; and (D) the 1,080,667 Shares of NYMAGIC held by the Florida Intangible Tax Trust, the 39,288 shares held by the Louise B. Blackman Tollefson Family Foundation, the 366,972 Shares held by the Louise B. Tollefson Charitable Lead Annuity Trust, and the 366,972 Shares of NYMAGIC held by the Bennett H. Tollefson Charitable Lead Unitrust for which the Tollefson Trustee has, with the consent and agreement of First Union, voting power as set forth herein (hereinafter the "Tollefson Shares"). ARTICLE III. RIGHTS AND POWERS OF MARINER: (A) Except as provided in clause (B) below and Article IV, the Participating Shareholders hereby irrevocably authorize Mariner, with (and only with) the written approval of two of the three Participating Shareholders, to exercise all of the rights of a shareholder of the Corporation and to vote the Voting Shares at all meetings of shareholders, including all adjournments thereof and on every action or approval by written consent of the shareholders of the Corporation in the manner contemplated herein. Subject to clause (B) below, in the event that two of the three Participating Shareholders fail to approve any vote by Mariner on any matter, Mariner shall not vote on such matter, and Mariner's non-voting will not entitle any Participating Shareholder to instead vote his or its Voting Shares on that matter. (B) Notwithstanding the provisions of clause (A) above or any other provision of this Agreement, Mariner shall have no right to vote on or consent to (a) the merger or consolidation of the Corporation into or with another corporation, (b) the sale of all or substantially all of its assets, (c) its dissolution and/or liquidation, or (d) any recapitalization or stock offering of the Corporation, unless two of the three Participating Shareholders shall have consented thereto in writing. In the event that two of the three Participating Shareholders fail to approve any vote by Mariner on any matter referred to in this clause (B), Mariner shall not vote on such matter and instead each Participating Shareholder may vote his or its Voting Shares on that matter. (C) Mariner shall have the right to receive notices of all meetings of the board of directors of the Corporation (the "Board") and of the shareholders of the Corporation. 3 (D) Irrevocable Proxy. By entering into this Agreement and subject to the terms hereof, each Participating Shareholder hereby grants, subject to the provisions of (A) and (B) above, an irrevocable proxy and power of attorney appointing Mariner as such Participating Shareholder's attorney-in-fact and proxy, with full power of substitution, for and in such Participating Shareholder's name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by the parties to this Agreement and to carry out the intent of such parties as Mariner deems proper with respect to the Voting Shares and the operation of the Corporation. The proxy granted by each Participating Shareholder pursuant to this Article III is irrevocable and is granted in consideration of Mariner entering into this Agreement and becoming an advisor to the Corporation. The proxy granted by each Participating Shareholder shall be revoked on the Termination Date. (E) No Revocation. The voting agreements contained herein are coupled with an interest and may not be revoked, except by an amendment, modification or termination effected in accordance with Articles VII or VIII herein. (F) Limitation of Liability: Mariner will exercise its best judgment in exercising the rights and powers and in performing the duties and obligations of a shareholder of the Corporation as set forth in this Agreement. Mariner shall have no liability hereunder except for its gross negligence and/or willful misconduct which shall have caused direct, substantial and provable damage to the Corporation. ARTICLE IV. NOMINATION OF DIRECTORS: (A) The Participating Shareholders and Mariner acknowledge the benefits of a Board that reflects the knowledge, experience and talents of both the Participating Shareholders and Mariner. (B) Subject to (D) below, Mariner shall be entitled to nominate four (4) candidates for election to the Board, and each Participating Shareholder shall be entitled to nominate two (2) candidates for election to the Board, for a total of ten (10) directors. It is understood that Mariner intends to nominate each of William J. Michaelcheck, William D. Shaw, Jr., George Trumbull and A. George Kallop as candidates for the Board and that the Participating Shareholders may nominate themselves as candidates for the Board. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to the Board to vote for one of the Mariner-nominated members of the Board, as designated by Mariner as Chairman of each meeting. If a Participating Shareholder does not nominate the full number of candidates for election to the Board that the Participating Shareholder is authorized to nominate under this clause (B), then in addition to its other rights under this clause (B), Mariner may instead of that Participating Shareholder nominate a number of candidates equal to the number not nominated by that Participating Shareholder. (C) Provided that the candidates of the Participating Shareholders would not be legally disqualified from serving as directors of the Corporation, Mariner agrees to vote the Voting Shares in favor of the election of such candidates or any successor or replacement candidates nominated by the Participating Shareholders. 4 (D) On or before the anticipated May, 2002 shareholders' meeting of the Corporation, Mariner agrees to use its reasonable efforts to cause the Corporation to take such action as is necessary to reduce the number of currently authorized directors of the Corporation to ten (10). (E) Subject to the provisions of the Corporation's bylaws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, acting reasonably, replace any director nominated by it or him, as the case may be, at any time and from time to time with or without cause. Mariner agrees to use its reasonable efforts to cause the Corporation to elect, and shall vote the Voting Shares in favor of, such replacement director or successor. Mariner shall not without the consent of a Participating Shareholder vote the Voting Shares to remove any member of the Board nominated by that Participating Shareholder. ARTICLE V. COMPENSATION: Members of the Board nominated by Mariner shall have the right to receive compensation paid by the Corporation at any time or from time to time to members of the Board, including, without limitation, any salary, fees, expenses, pension or other benefits or emoluments and any amounts due under any directors' liability policy held by Mariner or the Corporation on behalf of the members of the Board. ARTICLE VI. PURCHASE OPTION AGREEMENT: (A) Mariner shall have the right to purchase at any time and from time to time up to 1,800,000 shares of the Corporation from the Participating Shareholders in the amounts set forth below opposite each such Participating Shareholder's name (that right, the "Option"; those shares, the "Option Shares"), at the option price set forth in (B) below (the "Option Price"): (1) Mark W. Blackman - 450,000 Shares; (2) Blackman Investments - 450,000 Shares; (3) the Tollefson Trustee - 900,000 Tollefson Shares, provided that the Tollefson Trustee shall have the sole power to determine the number of shares to be provided by any one of the Tollefson Trusts. (B) The Option Price shall be as follows: February 15-May 14, 2002: $19.00 per share May 15-August 14, 2002: $19.25 per share August 15-November 14, 2002: $19.50 per share November 15 -February 14, 2003: $19.75 per share February 15-May 14, 2003: $20.00 per share May 15-August 14, 2003: $20.25 per share August 15-November 14, 2003: $20.50 per share November 15-February 14, 2004: $20.75 per share February 15-May 14, 2004: $21.00 per share May 15-August 14, 2004: $21.25 per share August 15, -November 14, 2004: $21.50 per share November 15 -February 14, 2005: $21.75 per share February 15, 2005 - March 15, 2005: $22.00 per share 5 (C) Except as set forth in ARTICLE VII (iv) below, the right to purchase the Option Shares under this Purchase Option Agreement Clause shall cease 30 days after the Termination Date. (D) The consideration for such Option Shares shall be paid in United States Dollars, unless specifically agreed to the contrary in writing by the Participating Shareholders. (E) Notwithstanding ARTICLE XI(F) herein, (1) Mariner is permitted to assign, in whole or in part, the Option (including any economic benefit thereof) to any one or more of William J. Michaelcheck, William D. Shaw, Jr., George Trumbull and A. George Kallop or any other individual employed by or acting as consultant for Mariner in connection with the Corporation; and (2) Mariner and any assignee of the Option or any part thereof is permitted to assign, in whole or in part, the Option (including any economic benefit thereof) to any one or more other persons or entities, on condition that the assignment is approved in writing by at least two Participating Shareholders. It is a condition to a valid assignment under this clause (E) that the assignee acknowledge that it is bound by the terms of this Agreement. ARTICLE VII. DURATION OF THIS AGREEMENT: This Agreement shall terminate upon the earliest to occur of the following dates (the "Termination Date"): (i) February 15, 2005; (ii) the merger or consolidation of the Corporation into another corporation, the sale of all or substantially all its assets or its dissolution and/or its liquidation; (iii) immediately upon the resignation of Mariner; or (iv) upon written notice of such termination to Mariner from all of the Participating Shareholders, provided, that except where such written notice of termination is due to gross negligence or willful misconduct that causes or is reasonably likely to cause direct, substantial and provable damage to the Corporation, the Purchase Option Agreement Clause set forth in Article VI above shall continue in full force and effect until the close of business on February 15, 2005. ARTICLE VIII. AMENDMENT OF THIS AGREEMENT: This Agreement may be amended or extended (i) by the unanimous written consent of the Participating Shareholders and (ii) with the written agreement of Mariner. ARTICLE IX. TRANSFER OF SHARES: (A) The Participating Shareholders retain the right to sell, gift, bequest, pledge or hypothecate (each a "Transfer") the Voting Shares (the "Transferred Shares") provided, that (i) each Participating Shareholder shall at all times retain that number of Voting Shares necessary to enable Mariner to exercise the Options in accordance with this Agreement, and (ii) each Participating Shareholder agrees, subject to clause (B) below, that the recipient of any Transferred Shares shall be subject to the terms of this Agreement as if a signatory hereto and no such Transfer shall take place unless the transferee agrees in writing to be bound by this Agreement. Each Participating Shareholder effecting a Transfer must promptly notify Mariner and the other 6 Participating Shareholders of that Transfer. All Transferred Shares (other than any Voting Shares transferred in accordance with clause (B) below) shall contain a legend in the following form or otherwise satisfactory to Mariner: "The shares represented by this certificate are subject to certain voting agreements as set forth in a Voting Agreement dated February 20, 2002, as amended from time to time, by and among the owner of this certificate, Mariner Partners, Inc. and certain shareholders of NYMAGIC, Inc., a copy of which is available for inspection at the offices of the Secretary of NYMAGIC, Inc." (B) During the duration of this Agreement, each Participating Shareholder shall be allowed to sell up to 250,000 of the Voting Shares and, upon such sale, such Voting Shares shall cease to be subject to this Agreement. (C) Other than as permitted by clauses (A) and (B) above and by Article VI, no Participating Shareholder shall have the right to Transfer or sell the Voting Shares. (D) In the absence of an existing registration rights agreement, Mariner agrees to use reasonable efforts to cause the Corporation to take all necessary action to effect the registration under the Securities Act of the Voting Shares in a manner reasonably satisfactory to the Participating Shareholders and in the best interests of the Corporation. ARTICLE X. REGULATORY MATTERS: Notwithstanding any other provision of this Agreement, the rights and powers of Mariner pursuant to Article III and Article IV of this Agreement and the right of Mariner to acquire, pursuant to Article VI of this Agreement, Option Shares representing in the aggregate ten percent (10%) or more of the voting power conferred by all of the voting stock of the Corporation at the time outstanding shall be subject to the New York Superintendent of Insurance either (i) having given his prior approval thereto pursuant to Section 1506 of the New York Insurance Law or (ii) having determined pursuant to Section 1501(c) of the New York Insurance Law that no such approval is required; provided, however, that nothing in this Article X shall be construed to restrict the right of Mariner to acquire, pursuant to Article VI of this Agreement, Option Shares representing in the aggregate less than ten percent (10%) of the voting power conferred by all of the voting stock of the Corporation at the time outstanding. ARTICLE XI. MISCELLANEOUS: (A) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. (B) Jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement must be brought against any of the parties in the courts of the State of New York, County of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties consents to the jurisdiction of those courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. 7 (C) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof (D) Notices. All notices, consents, requests, instructions and other communications provided for herein shall be in writing and shall be deemed to have been sufficiently given or served, for all purposes, if given to or served on (1) the Participating Shareholders, at their respective addresses as set forth on the signature page of this Agreement (and all communications for Blackman Investments are to be delivered to the Blackman Trustee), (2) Kathleen Blackman, at the address as set forth on the signature page of this Agreement, (3) Mariner, c/o Mariner Partners, Inc., 780 Third Avenue, 16th Floor, New York, NY 10017 and (4) First Union National Bank, 255 South Country Road, Palm Beach, FL 33480. (E) Confidentiality. Except as required by law or the standards of any securities regulatory authority, no party may make any official press release, announcement, or other formal publicity relating to, or otherwise disclose to any person or entity (other than an employee, attorney, or accountant) information regarding, the transactions that are the subject of this Agreement without first obtaining in each case the prior written consent of the other parties (which consent may not be unreasonably withheld). (F) Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned without the prior written consent of each other party hereto. (G) Specific Performance; Injunctive Relief. The parties hereto acknowledge that if any party hereto breaches any of its obligations under this Agreement, the other parties hereto will be irreparably harmed and will have no adequate remedy at law for any such breach. Therefore, it is agreed that, in addition to any other remedies that may be available to any non-breaching party, upon any such breach any non-breaching party may enforce the breaching party's obligations under this Agreement by specific performance, injunctive relief, or by any other means available to that non-breaching party at law or in equity. (H) Further Assurances. The parties hereto will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, to consummate and make effective the transactions contemplated by this Agreement. 8 (I) Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such costs and expenses. (J) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument. 9 IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands as of the day and year first above written. OTHERS PARTICIPATING SHAREHOLDERS MARINER PARTNERS, INC. /s/ Mark W. Blackman ------------------------------------- Mark W. Blackman /s/ Charles R. Howe II Address: By: ------------------------------ 80 Dewed Road Name: Charles R. Howe II Darien, CT 06820 Title: Treasurer /s/ K.C. Blackman - ----------------------------------- BLACKMAN INVESTMENTS LLC Kathleen Blackman, trustee Address: 41 Wee Burn Lane By: /s/ John N. Blackman, Jr. Darien, CT 06820 ------------------------------- John N. Blackman, Jr. Member By: /s/ K.C. Blackman ------------------------------- Kathleen Blackman Member FIRST UNION NATIONAL BANK /s/ Eileen B. Minnick - ----------------------------- /s/ John N. Blackman Jr, trustee Name: Eileen B. Minnick ------------------------------------- Title: Vice President & Trust Officer John N. Blackman, Jr. (as trustee of the Blackman Charitable Remainder Trust) Address: 41 Wee Burn Lane Darien, CT 06820 /s/ Robert G. Simses ------------------------------------- Robert G. Simses (as trustee of the Tollefson Trusts) Address: Warwick Simses Bauer & Banister 140 Royal Palm Way, Suite 205 Palm Beach, FL 33480 10 AMENDMENT NO. 1 DATED AS OF MARCH 1, 2002 TO NYMAGIC, INC. VOTING AGREEMENT Reference is made to the Voting Agreement (the "Agreement") dated as of February 20, 2002, by and among (i) MARK W. BLACKMAN; BLACKMAN INVESTMENTS LLC ("Blackman Investments"); JOHN N. BLACKMAN JR. (the "Blackman Trustee") as trustee of the Blackman Charitable Remainder Trust (the "Blackman Co-Trust"); and ROBERT G. SIMSES (the "Tollefson Trustee") as trustee of the Louise B. Tollefson 2000 Florida Intangible Tax Trust, as co-trustee of the Louise B. Tollefson Charitable Lead Annuity Trust, and as co-trustee of the Bennett H. Tollefson Charitable Lead Unitrust (the "Participating Shareholders"); (ii) KATHLEEN BLACKMAN as co-trustee with the Blackman Trustee of the Blackman Charitable Remainder Trust; (iii) FIRST UNION NATIONAL BANK ("First Union") as co-trustee with the Tollefson Trustee of the Louise B. Tollefson Charitable Lead Annuity Trust, and as co-trustee with the Tollefson Trustee of the Bennett H. Tollefson Charitable Lead Unitrust (the "Tollefson Co-Trusts"); and (iv) MARINER PARTNERS, INC. ("Mariner"). The opening paragraph of the Agreement is hereby amended to read as follows: "VOTING AGREEMENT (this "Agreement") dated as of February 20, 2002, by and among (i) MARK W. BLACKMAN; BLACKMAN INVESTMENTS LLC ("Blackman Investments"); JOHN N. BLACKMAN JR. (the "Blackman Trustee") as trustee of the Blackman Charitable Remainder Trust (the "Blackman Co-Trust"); and ROBERT G. SIMSES (the "Tollefson Trustee") as trustee of the Louise B. Tollefson 2000 Florida Intangible Tax Trust, as trustee of the Louise B. Blackman Tollefson Family Foundation, as co-trustee of the Louise B. Tollefson Charitable Lead Annuity Trust, and as co-trustee of the Bennett H. Tollefson Charitable Lead Unitrust (the "Participating Shareholders"); (ii) KATHLEEN BLACKMAN as co-trustee with the Blackman Trustee of the Blackman Charitable Remainder Trust; (iii) FIRST UNION NATIONAL BANK ("First Union") as co-trustee with the Tollefson Trustee of the Louise B. Tollefson Charitable Lead Annuity Trust, and as co-trustee with the Tollefson Trustee of the Bennett H. Tollefson Charitable Lead Unitrust (the "Tollefson Co-Trusts"); and (iv) MARINER PARTNERS, INC. ("Mariner")." Article II(D) of the Agreement is hereby amended to read as follows: "(D) the 1,080,667 Shares of NYMAGIC held by the Florida Intangible Tax Trust, the 39,288 shares held by the Louise B. Blackman Tollefson Family Foundation, the 349,123 Shares held by the Louise B. Tollefson Charitable Lead Annuity Trust, and the 345,533 Shares of NYMAGIC held by the Bennett H. Tollefson Charitable Lead Unitrust for which the Tollefson Trustee has, with the consent and agreement of First Union, voting power as set forth herein (hereinafter the "Tollefson Shares")." The Agreement, as amended hereby, remains in full force and effect. IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands as of the day and year first above written. OTHERS PARTICIPATING SHAREHOLDERS MARINER PARTNERS, INC. /s/ Mark W. Blackman ------------------------------------- Mark W. Blackman Address: By: /s/ C. Howe II 80 Deepwood Road ------------------------------ Darien, CT 06820-3205 Name: C. Howe II Title: Treasurer /s/ K.C. Blackman - ----------------------------------- BLACKMAN INVESTMENTS LLC Kathleen Blackman Address: 41 Wee Burn Lane By: /s/ John N. Blackman, Jr. Darien, CT 06820 ------------------------------- John N. Blackman, Jr. Member By: /s/ K.C. Blackman ------------------------------- Kathleen Blackman Member FIRST UNION NATIONAL BANK /s/ Eileen B. Minnick - ----------------------------- /s/ John N. Blackman Jr, trustee Name: Eileen B. Minnick ------------------------------------- Title: Vice President & Trust Officer John N. Blackman, Jr. (as trustee of the Blackman Charitable Remainder Trust) Address: 41 Wee Burn Lane Darien, CT 06820 /s/ Robert G. Simses Trustee ------------------------------------- Robert G. Simses (as trustee of the Tollefson Trusts) Address: Warwick Simses Bauer & Banister 140 Royal Palm Way, Suite 205 Palm Beach, FL 33480 EX-99.2 4 exh-992.txt Exhibit 99.2 JOINT FILING AGREEMENT The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the common stock of NYMAGIC, Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and hereby authorizes and appoints each of William Jeter Michaelcheck and Charles Raymond Howe II as attorney in fact and agent of the undersigned, with full power of substitution, to execute such Schedule 13D and any amendments thereto. March 4, 2002 MARINER PARTNERS, INC. By: /s/ William Jeter Michaelcheck -------------------------------------- William Jeter Michaelcheck, Chief Executive Officer /s/ Mark W. Blackman ------------------------------------------ Mark W. Blackman BLACKMAN INVESTMENTS LLC By: /s/ John N. Blackman, Jr. -------------------------------------- John Blackman, Member By: /s/ K.C. Blackman -------------------------------------- Kathleen Blackman, Member BLACKMAN CHARITABLE REMAINDER TRUST By: /s/ John N. Blackman, Jr., Trustee -------------------------------------- John Blackman, Trustee LOUISE B. TOLLEFSON 2000 FLORIDA INTANGIBLE TAX TRUST DATED 12/12/00 By: /s/ Robert G. Simses, Trustee -------------------------------------- Robert G. Simses, Trustee LOUISE B. BLACKMAN TOLLEFSON FAMILY FOUNDATION DATED 3/24/98 By: /s/ Robert G. Simses, Trustee -------------------------------------- Robert G. Simses, Trustee LOUISE B. TOLLEFSON CHARITABLE LEAD ANNUITY TRUST DATED 3/30/00 By: /s/ Robert G. Simses, Trustee -------------------------------------- Robert G. Simses, Trustee BENNETT H. TOLLEFSON CHARITABLE LEAD UNITRUST DATED 3/30/00 By: /s/ Robert G. Simses, Trustee -------------------------------------- Robert G. Simses, Trustee -----END PRIVACY-ENHANCED MESSAGE-----