SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Inspire Insurance Solutions, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
457732105
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817)390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 22, 1999
(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 schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*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).
**The total number of shares reported herein is 2,135,000 shares, which
constitutes approximately 11.2% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 18,992,361 shares
outstanding.
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1. Name of Reporting Person:
Buena Venture Associates, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO-Partnership Contributions
5. Check box 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: 2,135,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,135,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,135,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.2%
14. Type of Reporting Person: PN
- -----------------
(1) Power is exercised through its sole general partner, Buena Holdings
Associates, L.P., whose general partner is Buena Holdings Genpar, Inc.
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $0.01 per
share (the "Stock"), of Inspire Insurance Solutions, Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at 300 Burnett Street,
Fort Worth, Texas 76102.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Regulation 13D-G of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Act"), this Schedule
13D Statement is hereby filed by Buena Venture Associates, L.P., a Texas limited
partnership ("Buena") (the "Reporting Person"). Additionally, pursuant to
Instruction C to Schedule 13D, information is included herein with respect to
the following persons (collectively, the "Controlling Persons"): Buena Holdings
Associates, L.P., a Texas limited partnership ("Holdings"), Buena Holdings
Genpar, Inc., a Texas corporation ("Genpar"), The Sid R. Bass Management Trust,
a revocable trust existing under the laws of the state of Texas ("Trust"), and
Sid R. Bass ("SRB"). The Reporting Person and the Controlling Persons are
sometimes hereinafter collectively referred to as the "Item 2 Persons." The Item
2 Persons are making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Act, although
neither the fact of this filing nor anything contained herein shall be deemed to
be an admission by the Item 2 Persons that such a group exists.
(b)-(c)
Reporting Person
Buena is a Texas limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities and other investments. The principal address of the Reporting
Person, which also serves as its principal office, is 201 Main Street, Suite
3200, Fort Worth, Texas 76102.
Controlling Persons
Pursuant to Instruction C to Schedule 13D of the Act, information with
respect to the Controlling Persons is set forth below.
Holdings is a Texas limited partnership, the principal business of
which is serving as the general partner of the Reporting Person and activities
related thereto. The principal address of Holdings, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Genpar is a Texas corporation, the principal business of which is
investment in securities and activities related thereto. The principal address
of Genpar, which also serves as its principal office, is 201 Main Street, Suite
3200, Fort Worth, Texas 76102. Trust is the sole shareholder of Genpar; SRB is
its sole director and SRB (President) and W.R. Cotham ("Cotham") (Vice-
President) are its principal officers. Information with respect to SRB and
Cotham is set forth below.
The principal occupation of Cotham is serving as the Vice-
President/Controller of Bass Enterprises Production Co. ("BEPCO"). Cotham's
business address is 201 Main Street, Suite 2600, Fort Worth, Texas 76102.
Trust is a revocable trust existing under the laws of the state of
Texas, the grantor of which is SRB. The address of Trust is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102. The Trustees of the Trust are SRB and two
members of his family.
SRB's principal occupation or employment is serving as the President
of Sid R. Bass, Inc. ("SRB, Inc."). SRB's business address is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102.
SRB, Inc. is a Texas corporation, the principal businesses of which
are the ownership and operation of oil and gas properties (through BEPCO), the
ownership and operation of gas processing plants and carbon black plants
(through various partnerships), farming and ranching, investing in marketable
securities and real estate investment and development. The principal address of
SRB, Inc., which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
(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 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.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Person to purchase the shares is set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Other (1) $ 8,475,082.69
(1) Contributions from partners.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired and continues to hold the shares of the
Stock reported herein for investment purposes. Depending on market conditions
and other factors that the Reporting Person may deem material to its investment
decision, the Reporting Person may purchase additional Stock in the open market
or in private transactions. Depending on these same factors, the Reporting
Person may sell all or a portion of the Stock on the open market or in private
transactions.
Except as set forth in this Item 4, the Reporting Person has no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Reporting Person
Buena
Pursuant to Rule 13d-3(a), Buena is the beneficial owner of 2,135,000
shares of the Stock, which constitutes approximately 11.2% of the outstanding
shares of Stock.
Controlling Persons
Each of (1) Holdings, as the sole general partner of the Reporting
Person, and (2) Genpar, as the sole general partner of Holdings, may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,135,000
shares of the Stock, which constitutes approximately 11.2% of the outstanding
shares of Stock.
In its capacity as the sole shareholder of Genpar, Trust may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,135,000
shares of the Stock, which constitutes approximately 11.2% of the outstanding
shares of Stock.
In his capacity as a Trustee of Trust, SRB may, pursuant to Rule 13d-3
of the Act, be deemed to be the beneficial owner of 2,135,000 shares of the
Stock, which constitutes approximately 11.2% of the outstanding shares of Stock.
To the best of the knowledge of the Reporting Person, other than as
set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(b)
Reporting Person
Buena
Acting through its general partner, Holdings, Buena has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
2,135,000 shares of the Stock.
Controlling Persons
Acting through its general partner, Genpar, and in its capacity as the
general partner of Buena, Holdings has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 2,135,000 shares of the
Stock.
Acting through its sole shareholder, Trust, and in its capacity as the
general partner of Holdings, Genpar has the sole power to vote or to direct the
vote and to dispose or direct the disposition of 2,135,000 shares of the Stock.
In its capacity as the sole shareholder of Genpar, Trust has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 2,135,000 shares of the Stock.
In his capacity as a Trustee of Trust, SRB has the sole power to vote
or to direct the vote and to dispose or direct the disposition of 2,135,000
shares of the Stock.
(c)
During the past 60 days, Buena has purchased shares of the Stock in
open market transactions on the Nasdaq National Market as follows:
NUMBER OF PRICE PER
DATE SHARES SHARE
10/18/99 20,000 $ 3.71
10/19/99 230,000 3.78
10/20/99 85,000 3.78
10/20/99 162,400 3.75
10/21/99 25,000 3.87
10/21/99 225,000 3.88
10/21/99 10,800 3.89
10/22/99 56,000 4.08
10/22/99 46,000 4.10
10/22/99 500,000 4.06
10/25/99 200,000 4.06
10/25/99 287,300 4.05
10/25/99 2,500 4.04
10/26/99 285,000 4.06
(d)
The Reporting Person affirms that no person other than those persons
named in Item 2 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 the Stock owned
by such Reporting Person.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to shares of the Stock owned by the Item 2 Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 --Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed
herewith.
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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.
DATED: October 28, 1999
BUENA VENTURE ASSOCIATES, L.P.
By: Buena Holdings Associates, L.P.,
general partner
By: Buena Holdings Genpar, Inc.,
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice-President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
<PAGE>
Exhibit 99.1
Power of Attorney. Know all persons by these presents that each
person whose signature appears below constitutes and appoints W. Robert Cotham,
William O. Reimann, IV, Mark L. Hart, Jr., Thomas W. Briggs, and Calvin M.
Jackson, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
reports filed pursuant to Sections 13(d), 13(g) or 16(a) of the Securities
Exchange Act of 1934, filed on behalf of each of them with respect to their
beneficial ownership of Inspire Insurance Solutions, Inc., and any and all
amendments thereto, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or such
person or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
DATED: October 28, 1999
BUENA VENTURE ASSOCIATES, L.P.
By: Buena Holdings Associates, L.P.,
general partner
By: Buena Holdings Genpar, Inc.,
general partner
By: /s/ W.R. Cotham
W.R. Cotham, Vice-President
