SC 13D/A 1 form_sc13da2.txt AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 2* Under the Securities Exchange Act of 1934 UNIVERSAL AMERICAN FINANCIAL CORP. (Name of Issuer) Common Stock (par value $.01 per share) (Title of Class of Securities) 913377107 (CUSIP Number) Capital Z Partners, Ltd. 54 Thompson Street New York, NY 10012 Attention: Mr. Craig Fisher Tel. No. (212) 965-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 22, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). ----------------- * This Amendment No. 2 to Schedule 13D is identical to the Amendment No. 2 to Schedule 13D, filed on June 23, 2005, which indicated the incorrect filing party in the submission information filed with the SEC. CUSIP No. 913377107 Page 2 of 13 SCHEDULE 13D -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Z Financial Services Fund II, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 20,180,892 ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH -0- ---------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 20,180,892 ---------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,180,892 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11) 34.9% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN -------------------------------------------------------------------------------- CUSIP No. 913377107 Page 3 of 13 SCHEDULE 13D -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Z Financial Services Private Fund II, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 106,844 ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH -0- ---------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 106,844 ---------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,844 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11) 0.2% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN -------------------------------------------------------------------------------- CUSIP No. 913377107 Page 4 of 13 SCHEDULE 13D -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Z Partners, L.P. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 20,287,736 ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH -0- ---------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 20,287,736 ---------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 20,287,736 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11) 35.1% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN -------------------------------------------------------------------------------- ---------- (1) Solely in its capacity as the general partner of Capital Financial Services Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P. CUSIP No. 913377107 Page 5 of 13 SCHEDULE 13D -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Z Partners, Ltd. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 20,287,736 ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH -0- ---------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 20,287,736 ---------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER -0- -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 20,287,736 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11) 35.1% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- ---------- (1) Solely in its capacity as the general partner of Capital Z Partners, L.P., which is the general partner of Capital Z Financial Services Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P. CUSIP No. 913377107 Page 6 of 13 AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2 to Schedule 13D is filed by the undersigned to amend the Schedule 13D, dated as of August 10, 1999, as amended by Amendment No. 1 to Schedule 13D, dated July 18, 2001 (the "Schedule 13D"), relating to shares of common stock, par value $.01 per share (the "Common Stock"), of Universal American Financial Corp., a New York corporation (the "Company"). Unless otherwise indicated, all defined terms used herein shall have the meanings set forth in the Original 13D. ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D is being filed by Capital Z Financial Services Fund II, L.P., a Bermuda limited partnership ("Cap Z Fund II"), Capital Z Financial Services Private Fund II, L.P., a Bermuda limited partnership ("Cap Z Private Fund II"), Capital Z Partners, L.P., a Bermuda limited partnership ("Cap Z L.P.") and Capital Z Partners, Ltd., a Bermuda exempt company ("Cap Z Ltd.") (collectively, the "Reporting Persons"). On June 22, 2005, Cap Z Fund II and Cap Z Private Fund II sold an aggregate of 5,000,000 shares of common stock of the Company in a public offering. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended and restated in its entirety as follows: (a) This Statement on Schedule 13D is being filed by the "Reporting Persons". (b) - (c) CAP Z FUND II Cap Z Fund II is a Bermuda limited partnership formed to invest in securities of insurance, financial services and healthcare service companies and other related businesses. Cap Z Fund II invests in parallel with Cap Z Private Fund II. The principal business address of Cap Z Fund, which also serves as its principal office, is 54 Thompson Street, New York, NY 10012. Pursuant to Instruction C to Schedule 13D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), information with respect to Cap Z L.P., the sole general partner of Cap Z Fund II, is set forth below. CAP Z PRIVATE FUND II Cap Z Private Fund II is a Bermuda limited partnership formed to invest in securities of insurance, financial services and healthcare service companies and other related businesses. Cap Z Private Fund II invests in parallel with Cap Z Fund II. The principal business address of Cap Z Private Fund II, which also serves as its principal office, is 54 Thompson Street, New York, NY 10012. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to Cap Z L.P., the sole general partner of Cap Z Private Fund II, is set forth below. CAP Z L.P. Cap Z L.P. is a Bermuda limited partnership, the principal business of which is serving as the sole general partner of Capital Z Fund II and Cap Z Private Fund, II. The principal address of Cap Z L.P., which also CUSIP No. 913377107 Page 7 of 13 serves as its principal office, is 54 Thompson Street, New York, NY 10012. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to Cap Z Ltd., the sole general partner of Cap Z L.P., is set forth below. CAP Z LTD. Cap Z Ltd. is a Bermuda exempt company, the principal business of which is serving as the sole general partner of Cap Z L.P. The principal address of Cap Z Ltd., which also serves as its principal office, is 54 Thompson Street, New York, New York 10012. Pursuant to Instruction C to Schedule 13D of the Exchange Act, the name, residence or business address, and present principal occupation or employment of each director and executive officer of Cap Z Ltd. are as follows:
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT ---------------------- --------------------- --------------------------------------- Robert A. Spass 54 Thompson Street Chairman of the Board of Directors of New York, NY 10012 Cap Z Ltd. Laurence W. Cheng 54 Thompson Street CEO and Director of Cap Z Ltd. New York, NY 10012 Bradley E. Cooper 54 Thompson Street Senior Vice President and Director of New York, NY 10012 Cap Z Ltd. Mark K. Gormley 54 Thompson Street Senior Vice President and Director of New York, NY 10012 Cap Z Ltd. Roland V. Bernardon 54 Thompson Street Chief Financial Officer and Treasurer New York, NY 10012 of Cap Z Ltd. Craig Fisher 54 Thompson Street General Counsel of Cap Z Ltd. New York, NY 10012
(d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America, except for Laurence W. Cheng who is a citizen of Canada. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No change. ITEM 4. PURPOSE OF TRANSACTION No change. CUSIP No. 913377107 Page 8 of 13 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and restated in its entirely as follows: (a) CAP Z FUND II AND CAP Z PRIVATE FUND II Cap Z Fund II is the beneficial owner of 20,180,892 shares of Common Stock, which based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 57,735,038 shares of Common Stock outstanding (as of May 1, 2005, as reported in the Company's Prospectus Supplement, filed pursuant to Rule 424(b)(2), dated June 3, 2005, represents approximately 34.9% of the outstanding shares of Common Stock. Cap Z Private Fund II is the beneficial owner of 106,844 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 57,735,038 shares of Common Stock outstanding (as of May 1, 2005, as reported in the Company's Prospectus Supplement, filed pursuant to Rule 424(b)(2), dated June 3, 2005), represents approximately 0.2% of the outstanding shares of Common Stock. Because Cap Z Fund II and Cap Z Private Fund invest in parallel, they may be deemed to be a group for purposes of Rule 13d-3. Each of Cap Z Fund II and Cap Z Private Fund II disclaims the existence of such a group and disclaims beneficial ownership of any shares of Common Stock owned by the other. CAP Z L.P. In its capacity as the sole general partner of Capital Z Fund II and Cap Z Private Fund II, Cap Z L.P. may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 20,287,736 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 57,735,038 shares of Common Stock outstanding (as of May 1, 2005, as reported in the Company's Prospectus Supplement, filed pursuant to Rule 424(b)(2), dated June 3, 2005), represents approximately 35.1% of the outstanding shares of Common Stock. CAP Z LTD. In its capacity as the sole general partner of Capital Z L.P., Cap Z Ltd. may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 20,287,736 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there being 57,735,038 shares of Common Stock outstanding (as of August 1, 2001, as reported in the Company's Prospectus Supplement, filed pursuant to Rule 424(b)(2), dated June 3, 2005), represents approximately 35.1% of the outstanding shares of Common Stock.
(b) Cap Z Fund II 1. Sole power to vote or to direct the vote 20,180,892 2. Shared power to vote or to direct the vote --
CUSIP No. 913377107 Page 9 of 13 3. Sole power to dispose or to direct the disposition 20,180,892 4. Shared power to dispose of or to direct the disposition -- Cap Z Private Fund II 1. Sole power to vote or to direct the vote 106,844 2. Shared power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 106,844 4. Shared power to dispose of or to direct the disposition -- Cap Z L.P. 1. Sole power to vote or to direct the vote -- 2. Shared power to vote or to direct the vote 20,287,736 3. Sole power to dispose or to direct the disposition -- 4. Shared power to dispose of or to direct the disposition 20,287,736 Cap Z Ltd. 1. Sole power to vote or to direct the vote -- 2. Shared power to vote or to direct the vote 20,287,736 3. Sole power to dispose or to direct the disposition -- 4. Shared power to dispose of or to direct the disposition 20,287,736
(c) On June 22, 2005, Cap Z Fund II and Cap Z Private Fund II sold 5,000,000 shares, collectively. The sales were made pursuant to an Underwriting Agreement, dated as of June 16, 2005, among Cap Z Fund II, Cap Z Private Fund II, the Company, Lehman Brothers Inc. and J.P. Morgan Securities Inc., as representatives of the underwriters named therein. (d) Each of the Reporting Persons affirms that no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Reporting Person. CUSIP No. 913377107 Page 10 of 13 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER No change. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 5 is hereby amended to replace Exhibit 7.3 with the following: Exhibit 7.3 Joint Filing Agreement, dated July 12, 2005 among Cap Z Fund II, Cap Z Private Fund II, Cap Z L.P. and Cap Z Ltd. CUSIP No. 913377107 Page 11 of 13 Signature After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: July 12, 2005 CAPITAL Z FINANCIAL SERVICES FUND II, L.P., a Bermuda limited partnership By: Capital Z Partners, L.P., a Bermuda limited partnership, its General Partner By: Capital Z Partners, Ltd., a Bermuda exempt company, its General Partner By: /s/ Craig Fisher ------------------------------------- Name: Craig Fisher Title: General Counsel CAPITAL Z FINANCIAL SERVICES PRIVATE FUND II, L.P., a Bermuda limited partnership By: Capital Z Partners, L.P., a Bermuda limited partnership, its General Partner By: Capital Z Partners, Ltd., a Bermuda exempt company, its General Partner By: /s/ Craig Fisher ------------------------------------- Name: Craig Fisher Title: General Counsel CAPITAL Z PARTNERS, L.P., a Bermuda limited partnership By: Capital Z Partners, Ltd., a Bermuda exempt company, its General Partner By: /s/ Craig Fisher ------------------------------------- Name: Craig Fisher Title: General Counsel CUSIP No. 913377107 Page 12 of 13 CAPITAL Z PARTNERS, LTD., a Bermuda exempt company By: /s/ Craig Fisher ------------------------------------- Name: Craig Fisher Title: General Counsel CUSIP No. 913377107 Page 13 of 13 EXHIBIT INDEX The Exhibit Index is hereby amended to replace Exhibit 7.3 with the following: Exhibit 7.3 Joint Filing Agreement, dated July 12, 2005 among Cap Z Fund II, Cap Z Private Fund II, Cap Z L.P. and Cap Z Ltd.