4//SEC Filing
AFFIRMATIVE INSURANCE HOLDINGS INC 4
Accession 0001331395-05-000003
CIK 0001282543operating
Filed
Aug 31, 8:00 PM ET
Accepted
Sep 1, 4:55 PM ET
Size
10.3 KB
Accession
0001331395-05-000003
Insider Transaction Report
Form 4
DSC AFFM Manager, LLC
10% Owner
Transactions
- Purchase
Common Stock, par value $.01 per share
2005-08-30$15.00/sh+5,218,228$78,273,420→ 7,860,927 total(indirect: By LLC)
BLUHM ANDREW G
10% Owner
Transactions
- Purchase
Common Stock, par value $.01 per share
2005-08-30$15.00/sh+5,218,228$78,273,420→ 7,860,927 total(indirect: By LLC)
Footnotes (5)
- [F1]The amount reported represents 5,218,228 shares of common stock, par value $.01 per share ("Common Stock") of Affirmative Insurance Holdings, Inc. which were acquired by New Affirmative LLC ("NAL") on August 30, 2005 pursuant to a Stock Purchase Agreement, dated as of June 14, 2005 (the "Stock Purchase Agreement"), by and among Vesta Insurance Group Inc., Vesta Fire Insurance Corporation, NAL, and solely for certain sections thereof, J.C. Flowers I LP, and Delaware Street Capital Master Fund, L.P. ("DSC Master Fund"). DSC AFFM Manager LLC, a Delaware limited liability company, is the sole manager of DSC AFFM, LLC, a Delaware limited liability company, which owns a 50% membership interest in NAL. DSC Master Fund owns a 79.5% membership interest in DSC AFFM, LLC, and Neil G. Bluhm and LAMB Partners, an Illinois general partnership, collectively own a 20.5% membership interest in DSC AFFM, LLC.
- [F2]On August 30, 2005, DSC AFFM, LLC contributed the 1,459,699 shares of Common Stock of Affirmative Insurance Holdings, Inc. it owned to NAL.
- [F3]The amount reported represents 7,860,927 shares of Common Stock of Affirmative Insurance Holdings, Inc. that are owned beneficially and of record by NAL. DSC AFFM Manager LLC and Andrew G. Bluhm may be deemed to be part of a group with NAL, Affirmative Investment LLC, a Delaware limited liability company, Affirmative Associates LLC, a Delaware limited liability company, NAL and J. Christopher Flowers and, accordingly, may be deemed, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended and the rules promulgated thereunder (the "Exchange Act"), to beneficially own the 7,860,927 shares of Common Stock that are beneficially owned by NAL.
- [F4]DSC AFFM Manager LLC does not hold any pecuniary interest in DSC AFFM, LLC or in the reported securities. However, DSC AFFM Manager LLC is the managing member of DSC AFFM, LLC and has shared control over the voting and disposition of the reported securities. DSC AFFM Manager LLC disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission that DSC AFFM Manager LLC has beneficial ownership of such securities for purposes of Section 16 of the Exchange Act, or for any other purposes.
- [F5]Andrew G. Bluhm holds an indirect interest in the reported securities through limited partnership interests he holds in Delaware Street Capital Master Fund, L.P. and LAMB Partners. Mr. Bluhm is also the sole managing member of DSC AFFM Manager LLC and therefore controls DSC AFFM Manager LLC and DSC AFFM, LLC. Mr. Bluhm disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission that Mr. Bluhm has beneficial ownership of such securities for purposes of Section 16 of the Exchange Act, or for any other purposes.
Documents
Issuer
AFFIRMATIVE INSURANCE HOLDINGS INC
CIK 0001282543
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001282543
Filing Metadata
- Form type
- 4
- Filed
- Aug 31, 8:00 PM ET
- Accepted
- Sep 1, 4:55 PM ET
- Size
- 10.3 KB