SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
April 18, 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.
<PAGE>
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 (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 delivered to the Issuer a letter, a copy of
which is attached hereto as Exhibit 99.2, concerning the possibility of a proxy
contest for the election of directors at the Issuer's upcoming annual meeting.
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 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.1 --Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
Exhibit 99.2 -- Letter to the Company, filed herewith.
<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: April 18, 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, filed herewith.
<PAGE>
Exhibit 99.2
Buena Venture Associates, L.P.
201 Main Street, Suite 3200
Fort Worth, TX 76102
April 18, 2000
Mr. George Dunham
Chief Executive Officer
INSpire Insurance Solutions, Inc.
300 Burnett Street
Fort Worth, TX 76102
Dear Mr. Dunham:
Last month you and the rest of INSpire's Board of Directors adopted an
illegal and unenforceable bylaw in an attempt to muzzle shareholders at this
year's upcoming annual meeting. We have already expressed to you, both
privately and publicly, our shock and dismay.
Frankly, we had hoped to hear from you by now with some positive news. But
we have heard nothing. We have consequently filed earlier today a lawsuit
requesting that the Texas courts formally declare that your bylaw is illegal and
void as applied to this year's meeting.
We have also regretfully commenced taking the preparatory steps necessary
to conduct a proxy contest with respect to the two director seats open for
election this year - one of which is yours. We have engaged D.F. King to
assist us, and we have asked our attorneys to start preparing draft preliminary
proxy materials for filing with the Securities and Exchange Commission.
We do not believe, however, that a proxy contest and yet more litigation
are necessarily in the best interests of the Company and its shareholders right
now. Neither, presumably, do you.
This time we expect an answer.
Very truly yours,
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
