SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
May 1, 2000
(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 18,998,270 shares
outstanding.
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Pursuant to Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
amend their Schedule 13D Statement dated October 28, 1999, as amended by
Amendment No. 1 dated April 18, 2000 (the "Schedule 13D"), relating to the
Common Stock (the "Stock"), of INSpire Insurance Solutions, Inc. (the "Issuer").
Unless otherwise indicated, all defined terms used herein shall have the same
meanings respectively ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding at the end thereof the following:
The Reporting Person has determined to seek the election of two
candidates to the Issuer's Board of Directors at the Issuer's upcoming annual
meeting of shareholders. The Reporting Person consequently filed preliminary
proxy materials with the Securities and Exchange Commission earlier today and
delivered to the Issuer a demand under Texas law to inspect the Issuer's list of
shareholders. In addition, the Reporting Person intends to seek the resignation
or dismissal of Mr. George Dunham as the Issuer's Chief Executive Officer.
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.
<PAGE>
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: May 1, 2000
BUENA VENTURE ASSOCIATES, L.P.
By: Buena Holdings Associates, L.P.,
general partner
By: Buena Holdings Genpar, Inc.,
general partner
By: /s/ John Pergande
John Pergande, Vice-President
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), previously filed.
99.2 Letter to the Company, previously filed.
