X0201 3/A 2004-12-15 2004-12-15 0 0001263813 UNITED NATIONAL GROUP LTD UNGL 0001273380 FOX PAINE INTERNATIONAL GP LTD WALKER HOUSE 87 MARY STREET GEORGE TOWN, GRAND CAYMAN E9 BAHAMAS 0 0 1 0 Class A Common Shares, par value $0.0001 337450 I (1)(2) Class B Common Shares, par value $0.0001 Class A Common Shares, par value $0.0001 12687500 I (1)(2) Series A Preferred Shares, par value $0.0001 Class A Common Shares, par value $0.0001 11972432 I (1)(2) The securityholders are U.N. Holdings (Cayman), Ltd. ("Holdings"), U.N. Co-Investment Fund I (Cayman), L.P., U.N. Co-Investment Fund II (Cayman), L.P., U.N. Co-Investment Fund III (Cayman), L.P., U.N. Co-Investment Fund IV (Cayman), L.P., U.N. Co-Investment Fund V (Cayman), L.P., U.N. Co-Investment Fund VI (Cayman), L.P., U.N. Co-Investment Fund VII (Cayman), L.P., U.N. Co-Investment Fund VIII (Cayman), L.P. and U.N. Co-Investment Fund IX (Cayman), L.P. (collectively, the "Co-Investment Funds"). A majority of the outstanding share capital of Holdings is held by Fox Paine Capital Fund II International, L.P. ("Capital II"). The sole managing general partner of Capital II is Fox Paine Capital International GP, L.P. ("Capital International"). The sole general partner of Capital International is Fox Paine International GP, Ltd. ("International GP"). The sole general partner of each of the Co-Investment Funds is Fox Paine Capital Co-Investors International GP, Ltd., the sole shareholder of which is Capital International. As a result, Capital II, Capital International and International GP may be deemed to control Holdings and Fox Paine Capital Co-Investors International GP, Ltd., Capital International and International GP may be deemed to control the Co-Investment Funds. In addition, pursuant to a management agreement with International GP and Capital II, Fox Paine & Company LLC ("Fox Paine") acts as the investment advisor for Capital II and other investors in Holdings and, consequently, may be deemed to beneficially own the securities held by Holdings. International GP, as the general partner of Capital International, may terminate that management agreement at any time in its sole discretion. Each Class B Common Share is convertible at any time, at the option of the holder, into one Class A Common Share. Each Series A Preferred Share is convertible at any time, at the option of the holder into, on Class B Common Share, which, in turn, is convertible at any time, at the option of the holder into one Class A Common Share. This amendment is filed to add Fox Paine as a joint filer. W. Dexter Paine, III, Director 2004-02-25