Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under the
Securities Exchange Act of 1934
(Amendment
No. 1)*
UNIVERSAL
INSURANCE HOLDINGS, INC.
(Name of
Issuer)
COMMON
STOCK, $.01 par value
(Title of
Class of Securities)
91359V107
(CUSIP
Number)
December
31, 2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
þ Rule
13d-1(c)
o Rule
13d-1(d)
*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 the
disclosures provided in a prior cover page.
The
information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of
6 Pages
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CUSIP No.
91359V107
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13G
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Page 2 of
6
Pages
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1.
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Marty
Steinberg, as the Receiver of Lancer Offshore, Inc.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
(b)
x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF
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5.
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SOLE
VOTING POWER
1,280,177
shares of common stock, $0.01 par value*
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SHARES
BENEFICIALLY
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6.
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SHARED
VOTING POWER
0
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OWNED
BY
EACH
REPORTING
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7.
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SOLE
DISPOSITIVE POWER
1,280,177
shares of common stock, $0.01 par value*
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PERSON
WITH
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,177
shares of common stock, $0.01 par value*
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
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o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.24%
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12.
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TYPE
OF REPORTING PERSON
IN
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* The Reporting Person
expressly disclaims knowledge as to the completeness and accuracy of the
information contained in this Amendment No. 1 to Schedule 13G. The
filing of this statement by the Reporting Person shall not be construed as an
admission that the Reporting Person, Lancer Offshore and/or Lancer Partners is,
for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended, the beneficial owner of any of the securities covered by this
statement.
Page 2 of
6 Pages
This
Amendment No. 1 (this “Amendment”) amends
and supplements the Schedule 13G filed on November 29, 2007 (the “Schedule 13G”) by
Marty Steinberg, as the Receiver of Lancer Offshore, Inc., a British Virgin
Islands international business company (“Lancer Offshore”) and
as the person in control of Lancer Partners, LP, a Connecticut limited
partnership (“Lancer
Partners”) relating to the acquisition of beneficial ownership of shares
of common stock, $0.01 par value (the “Common Stock”), of
Universal Insurance Holdings, Inc., a Delaware corporation (the “Issuer”). Marty
Steinberg is sometimes referred to herein as the “Reporting Person” or
the “Receiver”
and Lancer Offshore and Lancer Partners are sometimes collectively referred to
herein as the “Lancer
Entities”. The purpose for the filing of this Amendment is to
update the information in the Schedule 13G with respect to the beneficial
ownership of shares of Common Stock by the Reporting Person.
As of
July 10, 2003, Marty Steinberg was appointed the Receiver of Lancer
Offshore pursuant to an Order Appointing Receiver entered by the United States
District Court for the Southern District of Florida in the action styled Securities Exchange
Commission v. Michael Lauer, et al., Case No. 03-80612-CIV-MARRA. By
virtue of his status as the Receiver of Lancer Management Group II, LLC, the
general partner of Lancer Partners, the Receiver was designated the person in
control of Lancer Partners on July 25, 2003 by order of the United States
Bankruptcy Court for the District of Connecticut Bridgeport Division in an
action styled In Re:
Lancer Partners, Limited Partnership, Case
No. 03-50492.
On
February 19, 2008, the Reporting Person commenced selling the common stock of
the Issuer through open market transactions. The Reporting Person has
sold a total of 2,001,358 shares of the common stock of the Issuer since
February 19, 2008, resulting in a cumulative disposition of greater than 1% of
the outstanding common stock of the Issuer.
On March
2, 2009, Lancer Partners, transferred 1,142,348 shares of the Common Stock of
the Issuer to to a liquidating trust (the “Partners Trust”) for
their administration by a liquidating trustee, Gerard A. McHale, Jr. (the “Partners Trustee”)
pursuant to the terms of the First Amended Joint Plan of Liquidation of Lancer
Partners (the “Bankruptcy
Plan”) which was confirmed
by the United States Bankruptcy Court for the Southern District of Florida on
December 29, 2008.
The Bankruptcy Plan and various orders
of the United States District Court for the Southern District of Florida
collectively provide that the assets of Lancer Partners, Lancer Management Group, II, LLC (“LMG
II”) and LSPV, LLC (“LSPV-LLC”) will be transferred to the Partners Trust for
purposes of their administration by the Partners Trustee.
Pursuant to the Bankruptcy Plan, the
sole purpose of the Partners Trustee will be to liquidate the assets of Lancer
Partners, LMG II and LSPV-LLC (collectively, the “Partners Trust Assets”) in
favour of parties holding claims (as defined in Section 101(5) of the United
States Bankruptcy Code) against Lancer Partners who are entitled to receive a
distribution under the Partners Trust pursuant to the Bankruptcy Plan and the
Partners Trust Agreement. The Partners Trustee has hired an
investment manager to assist him in administering the Partners Trust
Assets.
Pursuant
to the Bankruptcy Plan, the term of the Partners Trust is intended to be five
years or less; provided, however, that the Partners Trustee may apply to the
Bankruptcy Court to extend the term of the Partners Trust.
Item
1(a). Name
of Issuer:
Universal
Insurance Holdings, Inc., a Delaware corporation.
Page 3 of
6 Pages
Item
1(b). Address
of Issuer’s Principal Executive Offices:
1110 W. Commercial Blvd., Suite 100,
Fort Lauderdale, FL 33309.
Item
2(a). Name
of Persons Filing:
Marty
Steinberg, as the Receiver of Lancer Offshore and as the person in control of
Lancer Partners.
Item
2(b). Address
of Principal Business Office or, if None, Residence:
Mr. Steinberg
is an attorney with the law firm of Hunton & Williams, LLP and his principal
business address is 1111 Brickell Avenue, Suite 2500, Miami, Florida
33131.
Item
2(c). Citizenship:
Mr.
Steinberg is a U.S. citizen.
Item
2(d). Title
of Class of Securities:
Common
stock, $0.01 par value per share.
Item
2(e). CUSIP
Number:
91359V107
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
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(a)
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o
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Broker
or dealer registered under Section 15 of the Exchange
Act.
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(b)
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o
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Bank
as defined in Section 3(a)(6) of the Exchange
Act.
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(c)
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o
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act.
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(d)
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o
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Investment
company registered under Section 8 of the Investment Company
Act.
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(e)
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o
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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(g)
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o
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
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(h)
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o
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act.
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(i)
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o
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act.
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(j)
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o
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Page 4 of
6 Pages
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Item
4.
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Ownership.
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(a)
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Amount
beneficially owned: See Item 9 of Cover Page and discussion
below.
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(b)
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Percent
of class: See Item 11 of Cover Page and discussion
below.
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(c)
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Number
of shares as to which such person
has:
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(i)
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Sole
power to vote or to direct the vote: See Item 5 of Cover Page
and discussion below.
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(ii)
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Shared
power to vote or to direct the vote: See Item 6 of Cover Page
and discussion below.
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(iii)
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Sole
power to dispose or to direct the disposition of: See Item 7 of
Cover Page and discussion below.
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(iv)
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Shared
power to dispose or to direct the disposition of: See Item 8 of
Cover Page and discussion below.
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The
aggregate number and percentage of shares of the Common Stock to which this
Amendment relates is 1,280,177 shares of the Common Stock. This number
represents 3.24% of 39,540,719, the total number of shares of the Common Stock
of the Issuer outstanding as of May 6, 2009 according to the Schedule 14A Proxy
Statement filed by the Issuer on May 6, 2009.
As of the
date of this Amendment, the Reporting Person has confirmed that all 1,280,177
shares of Common Stock to which this Amendment relates are held for the benefit
of Lancer Offshore.
The
Reporting Person is the sole person with voting and dispositive power with
regard to the 1,280,177 shares of the Common Stock of the Issuer described in
this Amendment.
Due to
the incompleteness and potential inaccuracy of the books and records available
to the Reporting Person, the Reporting Person expressly disclaims knowledge as
to the completeness and accuracy of the information contained in this
Amendment. The filing of this statement by the Reporting Person shall
not be construed as an admission that the Reporting Person or the Partners Trust
is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended, the beneficial owner of any of the securities covered by this
statement.
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Item 5.
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Ownership of Five Percent or
Less of a Class. þ
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company:
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Not
applicable.
Page 5 of
6 Pages
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
applicable.
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Item
10.
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Certifications.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of his or its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Date:
May 14, 2009
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/s/ Marty Steinberg | |
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Marty
Steinberg, as Receiver of Lancer Offshore, Inc.
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Page 6 of
6 Pages