UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 2)*
PXRE GROUP LTD.
------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00
------------------------------------------------------------------------------
(Title of Class of Securities)
G73018106
------------------------------------------------------------------------------
(CUSIP Number)
Reservoir Capital Partners, L.P.
Reservoir Capital Master Fund, L.P.
Reservoir Capital Management, L.L.C.
Reservoir Capital Group, L.L.C.
c/o Reservoir Capital Group, L.L.C.
650 Madison Avenue, 26th Floor
New York, New York 10022
Attention: General Counsel
(212) 610-9000
and
RER Reinsurance Holdings, L.P.
777 Main Street, Suite 2250
Fort Worth, Texas 76102
(817) 820-6600
and
Richard E. Rainwater
777 Main Street, Suite 2250
Fort Worth, TX 76102
(817) 820-6600
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 2, 2004
-------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. /_/
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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 ("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).
(Continued on the following pages)
--------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS. Reservoir Capital
1 Partners, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /_/
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
2,416,041(1)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 9 SOLE VOTING POWER
PERSON
WITH 2,416,041(1)
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,829,384(2)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
1. Includes 2,287,546 Common Shares, par value $1.00 per share ("Common
Shares") issuable upon conversion of 3041.703 Preferred Shares, par value
$1.00 per share ("Preferred Shares"), plus accrued dividends, held by
Reservoir Capital Partners, L.P. ("Reservoir Partners") and 128,495 Common
Shares held by Reservoir Partners. Assumes conversion of all Preferred Shares
beneficially owned by the Reporting Person to Common Shares at a conversion
price of $13.48 per share.
2. The Reporting Person disclaims beneficial ownership of all Common Shares or
Preferred Shares that may be owned or deemed owned by any of Capital Z
Financial Services Fund II, L.P., Capital Z Financial Services Private Fund
II, L.P., Capital Z Partners, L.P., Capital Z Partners, Ltd.,
Capital Z Management, LLC (collectively, "Capital Z"), SAB Capital Partners,
L.P., SAB Capital Partners II, L.P., SAB Overseas Fund, Ltd., SAB Capital
Advisors, L.L.C. (collectively "SAB"), RER Reinsurance Holdings, L.P. or
Richard E. Rainwater (collectively, "RER").
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. Reservoir Capital Master
Fund, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /_/
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
406,677(1)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 406,677(1)
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,829,384(2)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
1. Includes 384,822 Common Shares issuable upon conversion of 511.689
Preferred Shares, plus accrued dividends, held by Reservoir Capital Master
Fund, L.P. ("Reservoir Master Fund") and 21,855 Common Shares held by
Reservoir Master Fund. Assumes conversion of all Preferred Shares beneficially
owned by the Reporting Person to Common Shares at a conversion price of $13.48
per share.
2. The Reporting Person disclaims beneficial ownership of all Common Shares or
Preferred Shares that may be owned or deemed owned by any of Capital Z, SAB or
RER.
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. Reservoir Capital Group,
L.L.C.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /_/
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK 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
6,666
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,829,384(1)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 6,666
10 SHARED DISPOSITIVE POWER
2,829,384(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,829,384(2)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
1. Includes 2,287,546 and 384,822 Common Shares issuable upon conversion of
3041.703 and 511.689 Preferred Shares, plus accrued dividends, held by
Reservoir Partners and Reservoir Master Fund, respectively; 5,000 Common
Shares (4,167 of which are restricted Common Shares) and options exercisable
within 60 days to purchase 1,666 Common Shares held by Reservoir Capital
Group, L.L.C. ("Reservoir Group"); 128,495 Common Shares held by Reservoir
Partners; and 21,855 Common Shares held by Reservoir Master Fund. Assumes
conversion of all Preferred Shares beneficially owned by the Reporting Persons
to Common Shares at a conversion price of $13.48 per share.
2. The Reporting Person disclaims beneficial ownership of all Common Shares or
Preferred Shares that may be owned or deemed owned by any of Capital Z, SAB or
RER.
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. Reservoir Capital
Management, L.L.C.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /_/
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK 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
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,829,384(1)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
2,829,384(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,829,384(2)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
1. Includes 2,287,546 and 384,822 Common Shares issuable upon conversion of
3041.703 and 511.689 Preferred Shares, plus accrued dividends, held by
Reservoir Partners and Reservoir Master Fund, respectively; 5,000 Common
Shares (4,167 of which are restricted Common Shares) and options exercisable
within 60 days to purchase 1,666 Common Shares held by Reservoir Group;
128,495 Common Shares held by Reservoir Partners; and 21,855 Common Shares
held by Reservoir Master Fund. Assumes conversion of all Preferred Shares
beneficially owned by Reservoir Partners, Reservoir Master Fund, Reservoir
Group and Reservoir Capital Management, L.L.C. ("Reservoir Management") to
Common Shares at a conversion price of $13.48 per share.
2. The Reporting Person disclaims beneficial ownership of all Common Shares or
Preferred Shares that may be owned or deemed owned by any of Capital Z, SAB or
RER.
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. RER Reinsurance Holdings,
L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /_/
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,705,766(1)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,705,766(1)
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,705,766(1)(2)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
1. Includes 1,705,766 Common Shares issuable upon conversion of 2,268.122
Preferred Shares, plus accrued dividends, held by RER Reinsurance Holdings,
L.P. Assumes the conversion of all Preferred Shares beneficially owned by
Reporting Person to Common Shares at a conversion price of $13.48.
2. The Reporting Person disclaims beneficial ownership of all Common Shares or
Preferred Shares that may be owned or deemed owned by any of Capital Z,
Reservoir Partners, Reservoir Master Fund, Reservoir Group and Reservoir
Management (collectively, "Reservoir") or SAB.
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS. Richard E. Rainwater
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) /_/
(b) /X/
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) /_/
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,705,766(1)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
1,705,766(1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,705,766(1)(2)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) /X/
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
1. Includes 1,705,766 Common Shares issuable upon conversion of 2,268.122
Preferred Shares, plus accrued dividends, held by RER Reinsurance Holdings,
L.P. Assumes the conversion of all Preferred Shares beneficially owned by
Reporting Person to Common Shares at a conversion price of $13.48.
2. The Reporting Person disclaims beneficial ownership of all Common Shares or
Preferred Shares that may be owned or deemed owned by any of Capital Z,
Reservoir, SAB or RER Reinsurance Holdings, L.P.
This Amendment No. 2 amends the Statement on Schedule 13D, dated
December 20, 2001, filed by Capital Z Financial Services Fund II, L.P., a
Bermuda limited partnership ("Capital Z Fund II"), Capital Z Financial
Services Private Fund II, L.P. ("Capital Z Private Fund II"), Capital Z
Partners, L.P., a Bermuda limited partnership ("Capital Z L.P."), and Capital
Z Partners, Ltd., a Bermuda corporation ("Capital Z Ltd.", and together with
Capital Z Fund II and Capital Z L.P., the "Initial Capital Z Reporting
Persons"), Reservoir Capital Master Fund, L.P. ("Reservoir Master Fund"),
Reservoir Capital Partners, L.P. ("Reservoir Partners"), Reservoir Capital
Group, L.L.C. ("Reservoir Group"), Reservoir Capital Management, L.L.C.
("Reservoir Management") and Reservoir Capital Associates, L.P. ("Reservoir
Associates", and together with Reservoir Master Fund, Reservoir Partners,
Reservoir Group and Reservoir Management, the "Initial Reservoir Reporting
Persons") and Richard E. Rainwater ("Rainwater"), as amended by Amendment No.
1 on Schedule 13D, dated July 15, 2002, filed by the Initial Capital Z
Reporting Persons, the Initial Reservoir Reporting Persons and RER Reinsurance
Holdings, Inc. ("RER") (as so amended, the "Initial Statement on Schedule
13D"). This Amendment is being filed by the Initial Reservoir Reporting
Persons other than Reservoir Associates (the "Reservoir Reporting Persons"),
RER and Rainwater (each, a "Reporting Person" and collectively, the "Reporting
Persons"). Reservoir Associates was liquidated prior to the date of the event
which required the filing of this statement and its assets were contributed to
Reservoir Partners. Capitalized terms used in this Amendment without
definition have the meanings ascribed to them in the Initial Statement on
Schedule 13D.
This Statement on Schedule 13D incorporates by reference all of
the information contained in the Initial Statement on Schedule 13D except to
the extent that the information contained herein amends and supplements the
information contained on the Initial Statement on Schedule 13D, in particular
by reflecting the sale of common shares and acquisition of options to purchase
common shares of PXRE Group Ltd. by certain Reporting Persons.
Item 2. Identity and Background.
------------------------
The Initial Capital Z Reporting Persons and Capital Z Management,
LLC ("Capital Z Management", and together with the Initial Capital Z Reporting
Persons, the "Capital Z Reporting Persons") have elected to report their
ownership separately.
Reservoir Management, an investment management firm, is a Delaware
limited liability company and the managing member of Reservoir Group.
Reservoir Group, a Delaware limited liability company, is an investment
management firm and serves as the general partner in Reservoir Partners and
Reservoir Master Fund. Reservoir Partners is a private investment partnership
organized under the laws of the State of Delaware. Reservoir Master Fund is a
private investment partnership organized under the laws of the Cayman Islands.
RER is a Texas limited partnership. RER's sole general partner is
Rainwater.
Rainwater, a United States citizen, is an individual who engages
in investments for his own account.
Information regarding the control persons and executive officers
of the Reservoir Reporting Persons is set forth on Schedule I attached hereto,
which Schedule is hereby incorporated by reference. Except as set forth on
Schedule I, all such persons are citizens of the United States.
Information regarding the control persons and executive officers
of RER is set forth on Schedule II attached hereto, which Schedule is hereby
incorporated by reference. Except as set forth on Schedule II, all such
persons are citizens of the United States.
The principal business address of each Reservoir Reporting Person
is 650 Madison Avenue, 26th Floor, New York, New York 10022.
The principal business address of RER is 777 Main Street, Suite
2250, Fort Worth, Texas 76102.
The principal business address of Rainwater is 777 Main Street,
Suite 2250, Fort Worth, Texas 76102.
None of the entities or persons identified on Schedule I or
Schedule II hereto has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has been convicted in a criminal proceeding
during the last 5 years.
None of the entities or persons identified on Schedule I or
Schedule II hereto 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 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. None of the Reporting Persons has, during
the last 5 years, been a party to any civil proceeding as a result of which he
or it was 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
None of the Reporting Persons intends to borrow any funds in
connection with the acquisition or receipt of Common Shares or options to
purchase Common Shares.
Item 4. Purpose of Transaction.
-----------------------
On August 9, 2004, PXRE Group, Ltd. filed a shelf registration
statement pursuant to the Securities Act of 1933, as amended, with respect to
the issuance and offering of up to $150,000,000 of Common Shares by the
Company and the offering of up to 12,981,646 Common Shares by certain selling
shareholders. The registration statement was declared effective by the
Commission on September 9, 2004. On November 22, Post-Effective Amendment No.
1 to the registration statement was filed with the SEC. Such Post-Effective
Amendment No. 1 was declared effective on November 22, 2004.
Pursuant to an Underwriting Agreement dated November 17, 2004,
Reservoir Capital Master Fund, L.P., Reservoir Capital Partners, L.P. and RER
Reinsurance Holdings, L.P. (the "Reporting Selling Shareholders") sold an
aggregate of 1,149,938 Common Shares issued upon conversion of Preferred
Shares, plus accrued dividends, held by each of them. The offering closed on
November 23, 2004.
On November 29, 2004, pursuant to the Underwriting Agreement, the
underwriters exercised the overallotment option with respect to 128,351
additional Common Shares issued upon conversion of additional Preferred
Shares, plus accrued dividends, held by the Reporting Selling Shareholders.
The closing date with respect to the Common Shares sold pursuant to the
overallotment option was December 2, 2004.
The Reporting Persons consummated the transactions described
herein for investment purposes.
The Reporting Persons intend to review continuously their
respective positions in the Company. Depending upon further evaluations of the
business prospects of the Company and upon other developments, including, but
not limited to, general economic and business conditions and stock market
conditions, the Reporting Persons may retain or from time to time increase
their holdings or dispose of all or a portion of their holdings subject to any
applicable legal and contractual restrictions on their ability to do so in
privately negotiated transactions, open market purchases or otherwise. The
Reservoir Reporting Persons also intend to continue to exercise their
contractual right to nominate an individual for election to the Company's
Board of Directors. RER also continues to have the contractual right to
nominate an individual for election to the Board of Directors. Except as set
forth in this Item 4, the Reporting Persons, neither individually or
collectively, have any present plans or proposals that relate to or that would
result in the occurrence of any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934,
as amended.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5 is hereby amended and supplemented by adding the following:
(a) - (b)
The information on the cover pages is incorporated herein by
reference.
Each Reporting Person disclaims beneficial ownership of all the
Common Shares and Preferred Shares owned by each other Reporting Person. The
Reporting Persons may be deemed to be part of a group together with SAB
Capital Partners, L.P., SAB Capital Partners II, L.P., SAB Overseas Fund,
Ltd., SAB Capital Advisors, L.L.C. (collectively, "SAB") and the Capital Z
Reporting Persons and therefore be deemed to beneficially own the shares
beneficially owned by SAB and the Capital Z Reporting Persons, but no
Reporting Person affirms the existence of any such group. Based on information
provided in the Company's latest publicly available reports and by members of
such group, such group would beneficially own 12,198,403 Common Shares (SAB,
1,136,037 Common Shares; the Capital Z Reporting Persons, 6,527,217 Common
Shares; Reservoir Reporting Persons, 2,829,384 Common Shares; RER and
Rainwater, 1,705,766 Common Shares), which would represent 37.5% of the total
outstanding Common Shares as of December 2, 2004, assuming conversion of all
Preferred Shares held by such group at a conversion price of $13.48. The
Reporting Persons disclaim any such beneficial ownership.
Each Reservoir Reporting Person may, as a result of the
transactions described herein, be deemed to beneficially own 2,829,384 Common
Shares by virtue of Reservoir Partner's and Reservoir Master Fund's ownership
of 2,287,546 and 384,822 Common Shares, respectively, issuable upon conversion
of 3,041.703 and 511.689 Preferred Shares, plus accrued dividends (assuming
conversion of all Preferred Shares held by such persons at a conversion price
of $13.48), respectively, held by Reservoir Partners and Reservoir Master
Fund; 5,000 Common Shares (4,167 of which are restricted Common Shares) and
options exercisable within 60 days to purchase 1,666 Common Shares held by
Reservoir Group; 128,495 Common Shares held by Reservoir Partners; and 21,855
Common Shares held by Reservoir Master Fund. Each of the Reservoir Reporting
Persons has the shared power to vote or direct the vote, and to dispose or to
direct the disposition, of such shares. Such shares represent, in the
aggregate, approximately 13.1% of the outstanding total Common Shares,
assuming conversion of all Preferred Shares held by the Reservoir Reporting
Persons at a conversion price of $13.48. The percentage of voting rights
represented by the shares held by the Reservoir Reporting Persons, assuming
all holders of Preferred Shares cast their votes, would be, in the aggregate,
approximately 8.7% of the total voting power of the Common Shares.
All calculations made herein are made in accordance with Rule
13d-3(d) of the Securities Exchange Act of 1934, as amended, and based on the
14,429,885 Common Shares outstanding as of November 17, 2004, and assuming
that only those Preferred Shares with respect to the relevant person or group,
as the case may be, are converted into Common Shares.
The aggregate number of Common Shares represented by this
Statement represents approximately 19.4% of the outstanding Common Shares,
assuming conversion of all Preferred Shares held by the Reservoir Reporting
Persons, RER and Rainwater at a conversion price of $13.48. The percentage of
voting rights represented by the shares held by the Reservoir Reporting
Persons, RER and Rainwater, assuming all holders of Preferred Shares cast
their votes, would be, in the aggregate, 13.9% of the total voting power of
the Common Shares.
Pursuant to the terms of the Preferred Shares as set forth in
Section 7(d) of the Description of Stock, the conversion price of the
Preferred Shares was adjusted as of September 30, 2004 to $13.48.
Other than the transactions described above, the Reporting Persons
have not effected any transactions in respect of the Common Shares or the
Preferred Shares within the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
None, other than as described in the Initial Statement on
Schedule 13D.
Item 7. Material to be Filed as Exhibits.
1. Power of Attorney for Rainwater (incorporated by reference to the Power
of Attorney filed with the SEC as Exhibit 6 to Amendment No. 4 to the Crescent
Real Estate Equities Company Schedule 13D (SEC file No. 005-46150), filed on
October 30, 2002).
SIGNATURES
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.
Date: December 13, 2004
Reservoir Capital Group, L.L.C.
By: /s/ Craig Huff
----------------------------------------
Craig Huff
President
Reservoir Capital Partners, L.P.
By: Reservoir Capital Group, L.L.C., its sole
general partner
By: /s/ Craig Huff
----------------------------------------
Craig Huff
President
Reservoir Capital Master Fund, L.P.
By: Reservoir Capital Group, L.L.C., its sole
general partner
By: /s/ Craig Huff
----------------------------------------
Craig Huff
President
Reservoir Capital Management, L.L.C.
By: /s/ Craig Huff
----------------------------------------
Craig Huff
President
RER Reinsurance Holdings, L.P.
By: /s/ Richard E. Rainwater by M. Parrish
---------------------------------------
Richard E. Rainwater, General Partner
Melissa Parrish
Attorney-in-Fact
Richard E. Rainwater
By: /s/ Richard E. Rainwater by M. Parrish
---------------------------------------
Melissa Parrish
Attorney-in-Fact
Schedule I
Control Persons and Executive Officers of the Reservoir Reporting Persons
The names, present principal occupations and business addresses of
the control persons and executive officers of Reservoir Management and
Reservoir Group are set forth below. The control person's or executive
officer's business address is that of the Reporting Person. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
the Reporting Person. Each of the named individuals is a citizen of the United
States of America. Reservoir Group is the general partner and control person
of Reservoir Partners and Reservoir Master Fund.
RESERVOIR CAPITAL MANAGEMENT, L.L.C., Managing Member of Reservoir Capital
Group, L.L.C.
Daniel H. Stern
Chairman and Chief Executive Officer and Senior Managing Member
Craig A. Huff
President and Managing Member
Gregg M. Zeitlin
Managing Member and Managing Director
Norman Katzwer
Chief Financial Officer and Treasurer
RESERVOIR CAPITAL GROUP, L.L.C.
Daniel H. Stern
Chairman and Chief Executive Officer
Craig A. Huff
President
Gregg M. Zeitlin
Managing Director
Norman Katzwer
Chief Financial Officer and Treasurer
Schedule II
Control Persons and Executive Officers of RER
Richard E. Rainwater
General Partner
Melissa T. Parrish
Vice President and Treasurer
Karen L. Reynolds
Secretary
Exhibit Index
-------------
1. Power of Attorney for Rainwater (incorporated by reference to the Power
of Attorney filed with the SEC as Exhibit 6 to Amendment No. 4 to the Crescent
Real Estate Equities Company (SEC file No. 005-46150), filed on October 30,
2002).