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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
PROVIDENT COMPANIES, INC.
-------------------------
(Name of Issuer)
Common Stock, Par Value $1.00
-----------------------------
(Title of Class of Securities)
743862 10 4
-----------
(CUSIP Number)
Steven D. Germain
Zurich Centre Group LLC
One Chase Manhattan Plaza
New York, New York 10005
(212) 898-5350
-------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
- with copies to -
Thomas M. Cerabino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
January 13, 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 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(b) 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
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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).
2
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SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZURICH INSURANCE COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7. SOLE VOTING POWER
12,447,620 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,098,414 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,447,620 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, HC, CO
3
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SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZURICH AMERICAN INSURANCE COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
914,761 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 914,761(See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
914,761 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.68% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, CO
4
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SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CENTRE REINSURANCE LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
7. SOLE VOTING POWER
4,345,123 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,345,123 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,345,123 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.21% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, CO
5
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SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZURICH REINSURANCE (NORTH AMERICA), INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
7. SOLE VOTING POWER
228,690 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 228,690 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
228,690 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.16% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, CO
6
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SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EMPIRE FIRE AND MARINE INSURANCE COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska
7. SOLE VOTING POWER
121,968 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 121,968 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,968 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, HC, CO
7
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SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNIVERSAL UNDERWRITERS INSURANCE COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
7. SOLE VOTING POWER
304,920 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 304,920 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,920 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.22% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, HC, CO
8
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SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNIVERSAL UNDERWRITERS LIFE INSURANCE COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
7. SOLE VOTING POWER
60,984 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 60,984 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,984 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, CO
9
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SCHEDULE 13D
CUSIP No. 743862 10 4
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7. SOLE VOTING POWER
182,952 (See Item 5 below)
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 182,952 (See Item 5 below)
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,952 (See Item 5 below)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.13% (See Item 5 below)
14. TYPE OF REPORTING PERSON*
IC, HC, CO
10
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This Amendment No. 4 to Schedule 13D relates to the Common Stock,
par value $1.00 per share (the "Common Stock"), of Provident Companies, Inc.
("Provident" or the "Company"). This Amendment No. 4 amends the information set
forth in the initial statement on Schedule 13D, dated June 10, 1996, as amended
by Amendment No. 1 thereto, dated April 8, 1997, Amendment No. 2 thereto, dated
September 14, 1998, and Amendment No. 3 thereto, dated January 12, 1999, filed
by Zurich Insurance Company and the other Reporting Persons set forth therein
(collectively, the "Initial Statement"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned thereto in the Initial
Statement. The Initial Statement is amended as set forth herein.
Item 4. Purpose of Transaction.
- ------- ----------------------
Item 4 of the Initial Statement is hereby amended by adding to
the end thereof the following:
On January 13, 1999, Zurich, Zurich American, Centre Re, ZRNA,
Empire, Universal, Universal Life, and Fidelity consummated the sale to the
Purchasers under the Tiger Purchase Agreement of an aggregate of 6,600,000
shares of Common Stock, at a price of $39.75 per share. Of the 6,600,000 sold by
the Reporting Persons pursuant to the Tiger Purchase Agreement, Zurich American
sold 989,999 shares; Centre Re sold 4,702,501 shares; ZRNA sold 247,500 shares;
Empire sold 132,000 shares; Universal Insurance sold 264,000 shares; Universal
Life Insurance sold 66,000 shares; and Fidelity sold 198,000 shares.
Item 5. Interest in Securities of the Issuer.
- ------- ------------------------------------
Paragraphs (a) and (b) of Item 5 of the Initial Statement are
hereby amended and restated in their entirety to read as follows:
(a) (i) Zurich may be deemed the beneficial owner of 12,447,620
shares of Common Stock representing 9.2% of the outstanding shares of Common
Stock. 6,098,414 of such shares of Common Stock constitute the aggregate number
of shares of Common Stock held for the accounts of the Reporting Persons and the
remaining 6,349,206 of such shares of Common Stock constitute the Longfellow
Shares. In accordance with Rule 13d-3 of the General Rules and Regulations of
the Securities Exchange Act of 1934, as amended, Zurich may be deemed to
beneficially own the Longfellow Shares because, as more fully described in Item
4, under the Longfellow Purchase Agreement, Zurich was granted a proxy to vote
such shares under, and in accordance with, the terms of the Longfellow Purchase
Agreement. Zurich expressly disclaims beneficial ownership of the Longfellow
Shares.
(ii) Zurich American may be deemed the beneficial owner of the
914,761 shares of Common Stock held for its account representing 0.68% of the
outstanding shares of Common Stock.
11
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(iii) Centre Re may be deemed the beneficial owner of the
4,345,123 shares of Common Stock held for its account representing 3.21% of the
outstanding shares of Common Stock.
(iv) ZRNA may be deemed the beneficial owner of the 228,690
shares of Common Stock held for its account representing 0.16% of the
outstanding shares of Common Stock.
(v) Empire may be deemed the beneficial owner of the 121,968
shares of Common Stock held for its account representing 0.09% of the
outstanding shares of Common Stock.
(vi) Universal may be deemed the beneficial owner of the 304,920
shares of Common Stock representing 0.22% of the outstanding shares of Common
Stock and consisting of the 243,936 shares of Common Stock held for its account
and the 60,984 shares of Common Stock held for the account of its wholly owned
subsidiary, Universal Life.
(vii) Universal Life may be deemed the beneficial owner of the
60,984 shares of Common Stock held for its account representing 0.04% of the
outstanding shares of Common Stock.
(viii) Fidelity may be deemed the beneficial owner of the 182,952
shares of Common Stock held for its account representing 0.13% of the
outstanding shares of Common Stock.
The percentages used herein are calculated based upon the
135,242,680 shares of Common Stock outstanding as reported in the Company's Form
10-Q for the quarter ended September 30, 1998, as filed with the Securities and
Exchange Commission on November 12, 1998.
(b) (i) Zurich, as the person ultimately in control of each of
the other Reporting Persons, may be deemed to have the sole power to vote or
direct the vote and the sole power to dispose or direct the disposition of the
6,098,414 shares of Common Stock held for the accounts of the other Reporting
Persons. In addition, by virtue of the Longfellow Purchase Agreement, Zurich may
be deemed to beneficially own the Longfellow Shares with sole power to vote and
direct the vote of the 6,349,206 Longfellow Shares under, and in accordance
with, the terms of the Longfellow Purchase Agreement. Zurich does not have the
power to dispose or direct the disposition of any of the Longfellow Shares.
Zurich expressly disclaims beneficial ownership of the Longfellow Shares.
(ii) Zurich American may be deemed to have the sole power to vote
or direct the vote and the sole power to dispose or direct the disposition of
the 914,761 shares of Common Stock held for its account.
(iii) Centre Re may be deemed to have the sole power to vote or
direct the vote and the sole power to dispose or
12
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direct the disposition of the 4,345,123 shares of Common Stock held for its
account.
(iv) ZRNA may be deemed to have the sole power to vote or direct
the vote and the sole power to dispose or direct the disposition of the 228,690
shares of Common Stock held for its account.
(v) Empire may be deemed to have the sole power to vote or direct
the vote and the sole power to dispose or direct the disposition of the 121,698
shares of Common Stock held for its account.
(vi) Universal may be deemed to have the sole power to vote or
direct the vote and the sole power to dispose or direct the disposition of the
243,936 shares of Common Stock held for its account and the 60,984 shares held
for the account of its wholly owned subsidiary, Universal Life.
(vii) Universal Life may be deemed to have the sole power to vote
or direct the vote and the sole power to dispose or direct the disposition of
the 60,984 shares of Common Stock held for its account.
(viii) Fidelity may be deemed to have the sole power to vote or
direct the vote and the sole power to dispose or direct the disposition of the
182,952 shares of Common Stock held for its account.
13
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: January 15, 1999 ZURICH INSURANCE COMPANY
By: /s/ David A. Bowers
-------------------
Name: David A. Bowers
Title: Attorney-in-Fact
Dated: January 15, 1999 ZURICH AMERICAN INSURANCE COMPANY
By: /s/ David A. Bowers
-------------------
Name: David A. Bowers
Title: Executive Vice-President
Dated: January 15, 1999 CENTRE REINSURANCE LIMITED
By: /s/ Steven D. Germain
---------------------
Name: Steven D. Germain
Title: Attorney-in-Fact
Dated: January 15, 1999 ZURICH REINSURANCE (NORTH
AMERICA), INC.
By: /s/ Steven D. Germain
---------------------
Name: Steven D. Germain
Title: Attorney-in-Fact
Dated: January 15, 1999 EMPIRE FIRE AND MARINE INSURANCE
COMPANY
By: /s/ David A. Bowers
-------------------
Name: David A. Bowers
Title: Attorney-in-Fact
14
<PAGE>
Dated: January 15, 1999 UNIVERSAL UNDERWRITERS INSURANCE
COMPANY
By: /s/ David A. Bowers
-------------------
Name: David A. Bowers
Title: Attorney-in-Fact
Dated: January 15, 1999 UNIVERSAL UNDERWRITERS LIFE
INSURANCE COMPANY
By: /s/ David A. Bowers
-------------------
Name: David A. Bowers
Title: Attorney-in-Fact
Dated: January 15, 1999 FIDELITY AND DEPOSIT COMPANY OF
MARYLAND
By: /s/ David A. Bowers
-------------------
Name: David A. Bowers
Title: Attorney-in-Fact
15
<PAGE>
EXHIBIT INDEX
-------------
Sequential
Page Number
-----------
Exhibit 1. Common Stock Purchase Agreement, dated as of May 31,
1996, between Provident Companies, Inc. and Zurich Insurance Company. *
Exhibit 2. Relationship Agreement, dated as of May 31, 1996,
between Provident Companies, Inc. and Zurich Insurance Company. *
Exhibit 3. Family Stockholder Agreement, dated as of May 31, 1996,
among Zurich Insurance Company, the Maclellan Foundation, Inc. and the
stockholders listed in Schedule A thereto. *
Exhibit 4. Registration Rights Agreement, dated as of May 31, 1996,
between Zurich Insurance Company and Provident Companies, Inc. *
Exhibit 5. Amended and Restated Common Stock Purchase Agreement,
dated as of May 31, 1996, between Provident Companies, Inc. and Zurich
Insurance Company. *
Exhibit 6. Amended and Restated Relationship Agreement, dated as of
May 31, 1996, between Provident Companies, Inc. and Zurich Insurance
Company. *
Exhibit 7. Amended and Restated Family Stockholder Agreement, dated
as of May 31, 1996, among Zurich Insurance Company, the Maclellan
Foundation, Inc. and the stockholders listed in Schedule A thereto. *
Exhibit 8. Amended and Restated Registration Rights Agreement,
dated as of May 31, 1996, between Zurich Insurance Company and Provident
Companies, Inc. *
Exhibit 9. Stock Purchase Agreement, dated as of March 27, 1997,
between Centre Reinsurance Services (Bermuda) Limited and Longfellow I,
LLC. *
Exhibit 10. Joint Filing Agreement, dated April 7, 1997, among
Zurich Insurance Company; Centre Reinsurance Limited; Zurich
Reinsurance Centre, Inc.; Empire Fire and Marine Insurance Company; *
Universal Underwriters Insurance Company; Universal Underwriters Life
Insurance Company and Fidelity and Deposit Company of Maryland.
Exhibit 11. Power of Attorney, dated April 7, 1997, granted by
Zurich Insurance Company in favor of Steven D. Germain. *
16
<PAGE>
Exhibit 12. Power of Attorney, dated April 7, 1997, granted by
Centre Reinsurance Limited in favor of Steven D. Germain. *
Exhibit 13. Power of Attorney, dated April 7, 1997, granted by
Zurich Reinsurance Centre, Inc. in favor of Steven D. Germain. *
Exhibit 14. Power of Attorney, dated April 7, 1997, granted by
Empire Fire and Marine Insurance Company in favor of David A. Bowers. *
Exhibit 15. Power of Attorney, dated April 7, 1997, granted by
Universal Underwriters Insurance Company in favor of David A. Bowers. *
Exhibit 16. Power of Attorney, dated April 7, 1997, granted by
Universal Underwriters Life Insurance Company in favor of David A.
Bowers. *
Exhibit 17. Power of Attorney, dated April 7, 1997, granted by
Fidelity and Deposit Company of Maryland in favor of David A. Bowers. *
Exhibit 18. Stock Purchase Agreement, dated as of September 6, *
1998, between Zurich Insurance Company, Centre Reinsurance Limited,
Zurich Reinsurance (North America), Inc., Empire Fire and Marine
Insurance Company, Universal Underwriters Insurance Company, Universal
Underwriters Life Insurance Company, Fidelity and Deposit Company of
Maryland and Nooga I, LLC.
Exhibit 19. Stock Purchase Agreement, dated as of January 7, *
1999, among Zurich Insurance Company, Zurich American Insurance Company,
Centre Reinsurance Limited, Zurich Reinsurance (North America), Inc.,
Empire Fire and Marine Insurance Company, Universal Underwriters
Insurance Company, Universal Underwriters Life Insurance Company,
Fidelity and Deposit Company of Maryland and Tiger, Puma, The Jaguar Fund
N.V., Lion L.P., Ocelot Partners L.P., and Ocelot (Cayman) Ltd.
- ----------------------------
*Previously filed with the
Initial Statement
17
