<TABLE>
<CAPTION>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
<S> <C>
- -------------------------------- OMB APPROVAL
FORM 3 OMB Number: 3235-0104
- -------------------------------- Expires: September 30, 1998
Estimated average burden
hours per response .... 0.5
</TABLE>
1. Name and Address of Reporting Person *
Capital Z Partners, Ltd.
(Last) (First) (Middle)
54 Thompson Street
(Street)
New York NY 10012
(City) (State) (Zip)
2. Date of Event Requiring Statement ( Month / Day / Year )
7/30/99
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Universal American Financial Corp. (UHCO)
5. Relationship of Reporting Person to Issuer (Check all applicable)
Director X 10% Owner
----- -----
Officer (give title Other
----- below) ----- (specify
below)
----------------------------------------
6. If Amendment, Date or Original (Month/Year)
7. Individual or Join/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
-----
X Form filed by More than One Reporting Person
-----
<TABLE>
<CAPTION>
TABLE I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
1. Title of security 2. Amount of Securities 3. Ownership 4. Nature of Indirect
(Inst.4) Beneficially Owned Form: Direct (D) Beneficial Ownership
(Instr. 4) or Indirect (I) (Instr. 5)
(Inst. 5)
- ---------------------------------------------- ------------------------------ ------------------- -----------------------------
<S> <C> <C> <C>
Common Stock, par value $0.01 26,144,060 I (1), (2), (3), (4), (5), (6)
- ---------------------------------------------- ------------------------------ ------------------- -----------------------------
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
* If the Form is filed by more than one reporting person, SEE instruction 5(b)(v). SEC 1473(3-99)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM 3 (CONTINUED) TABLE II -- DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS,
CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
1. Title of Derivative Security 2. Date Exercisable and 3. Title and Amount of Securities Underlying
(Instr. 4) Expiration Date Derivative Security (Instr. 4)
(Month/Day/Year)
Amount or
Date Expiration Title Number of
Exercisable Date Shares
- --------------------------------------------------- ----------- ----------- ---------------------- -----------------------------
<S> <C> <C> <C> <C>
- --------------------------------------------------- ----------- ----------- ---------------------- -----------------------------
<CAPTION>
4. Conversion or 5. Ownership 6. Nature of Indirect
Exercise Price of Form of Beneficial Ownership
Derivative Derivative (Instr. 5)
Security Security:
Direct (D) or
Indirect (I)
(Instr. 5)
- ---------------------------- --------------------- ------------------------------------------------
<S> <C> <C>
- ---------------------------- --------------------- ------------------------------------------------
</TABLE>
Explanation of Responses:
See attached.
The reporting person disclaims beneficial ownership of these securities to the
extent of its pecuniary interest therein.
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, SEE Instruction 6 for procedure.
CAPITAL Z PARTNERS, LTD.
/s/ Robert A. Spass August 10, 1999
- -------------------------------- ---------------
** Signature of Reporting Person Date
Robert A. Spass,
Title: Deputy Chairman of the Board
Page 2
<PAGE>
FORM 3 (cont'd)
Name and Address of Reporting Person
Capital Z Partners, Ltd.
54 Thompson Street
New York, NY 10012
Issuer Name and Ticker or Trading Symbol
Universal American Financial Corp. (UHCO)
Date of Event
Requiring Statement
July 30, 1999
Explanation of Responses
(1) The Reporting Person is the sole general partner of Capital Z Partners,
L.P., which is the sole general partner of: (i) Capital Z Financial
Services Fund II, L.P. ("Cap Z Fund II"), which directly owns
25,571,713 shares of Common Stock and (ii) Capital Z Financial Services
Private Fund II, L.P. ("Cap Z Private Fund II"), which directly owns
135,839 shares of Common Stock. The number of shares listed in item 2
includes 436,508 shares of Common Stock directly owned by Capital Z
Management, LLC, a related entity performing management services for
Cap Z Fund II and Cap Z Private Fund II.
<PAGE>
FORM 3 (cont'd)
Joint Filer Information
-----------------------
Name: Capital Z Financial Services Fund II,
L.P.
Address: 54 Thompson Street
New York, NY 10012
Designated Filer: Capital Z Partners, Ltd.
Issuer Name and Ticker Symbol: Universal American Financial Corp.
(UHCO)
Date of Event Requiring Statement: July 30, 1999
Relationship of Joint Filer to Issuer: 10% Direct Owner
Explanation of Responses
(2) The Reporting Person is the sole general partner of Capital Z Partners,
L.P., which is the sole general partner of Capital Z Financial Services
Fund II, L.P., which directly owns 25,571,713 shares of Common Stock.
Date: August 10, 1999 Signature:
CAPITAL Z FINANCIAL SERVICES
FUND II, L.P.
By: Capital Z Partners, L.P., its
General Partner
By: Capital Z Partners, Ltd., its
General Partner
By: /s/ Robert A. Spass
-------------------
Name: Robert A. Spass
Title: Deputy Chairman of the Board
<PAGE>
FORM 3 (cont'd)
Joint Filer Information
-----------------------
Name: Capital Z Financial Services Private
Fund II, L.P.
Address: 54 Thompson Street
New York, NY 10012
Designated Filer: Capital Z Partners, Ltd.
Issuer Name and Ticker Symbol: Universal American Financial Corp.
(UHCO)
Date of Event Requiring Statement: July 30, 1999
Relationship of Joint Filer to Issuer: 10% Direct Owner
Explanation of Responses
(3) The Reporting Person is the sole general partner of Capital Z Partners,
L.P., which is the sole general partner of Capital Z Financial Services
Private Fund II, L.P., which directly owns 135,839 shares of Common
Stock.
Date: August 10, 1999 Signature:
CAPITAL Z FINANCIAL SERVICES
PRIVATE FUND II, L.P.
By: Capital Z Partners, L.P., its
General Partner
By: Capital Z Partners, Ltd., its
General Partner
By: /s/ Robert A. Spass
-------------------
Name: Robert A. Spass
Title: Deputy Chairman of the Board
<PAGE>
FORM 3 (cont'd)
Joint Filer Information
-----------------------
Name: Capital Z Partners, L.P.
Address: 54 Thompson Street
New York, NY 10012
Designated Filer: Capital Z Partners, Ltd.
Issuer Name and Ticker Symbol: Universal American Financial Corp.
(UHCO)
Date of Event Requiring Statement: July 30, 1999
Relationship of Joint Filer to Issuer: 10% Indirect Owner
Explanation of Responses
(4) The Reporting Person is the sole general partner of Capital Z Partners,
L.P., which is the sole general partner of: (i) Capital Z Financial
Services Fund II, L.P., which directly owns 25,571,713 shares of Common
Stock and (ii) Capital Z Financial Services Private Fund II, L.P.,
which directly owns 135,839 shares of Common Stock.
Date: August 10, 1999 Signature:
CAPITAL Z PARTNERS, L.P.
By: Capital Z Partners, L.P., its
General Partner
By: Capital Z Partners, Ltd., its
General Partner
By: /s/ Robert A. Spass
-------------------
Name: Robert A. Spass
Title: Deputy Chairman of the Board
<PAGE>
FORM 3 (cont'd)
Joint Filer Information
-----------------------
Name: Steven M. Gluckstern
Address: 54 Thompson Street
New York, NY 10012
Designated Filer: Capital Z Partners, Ltd.
Issuer Name and Ticker Symbol: Universal American Financial Corp.
(UHCO)
Date of Event Requiring Statement: July 30, 1999
Relationship of Joint Filer to Issuer: 10% Indirect Owner
Explanation of Responses
(5) The Reporting Person is the sole general partner of Capital Z Partners,
L.P., which is the sole general partner of: (i) Capital Z Financial
Services Fund II, L.P.("Cap Z Fund II"), which directly owns 25,571,713
shares of Common Stock and (ii) Capital Z Financial Services Private
Fund II, L.P. ("Cap Z Private Fund II"), which directly owns 135,839
shares of Common Stock (collectively, the "Fund Securities"). The
number of shares listed in item 2 includes 436,508 shares of Common
Stock (together with the Fund Securities, the "Securities") directly
owned by Capital Z Management, LLC ("Cap Z Management"), a related
entity performing management services for Cap Z Fund II and Cap Z
Private Fund II. Steven M. Gluckstern is a member of the
Investment Committees of each of the Reporting Person and Capital Z
Management. As such, Mr. Gluckstern exercises voting and dispositive
control over the Securities, but he disclaims beneficial ownership in
the Securities to the extent that he does not have a pecuniary interest
therein.
Date: August 10, 1999 Signature:
/s/ Steven M. Gluckstern
------------------------
Steven M. Gluckstern
<PAGE>
FORM 3 (cont'd)
Joint Filer Information
-----------------------
Name: Robert A. Spass
Address: 54 Thompson Street
New York, NY 10012
Designated Filer: Capital Z Partners, Ltd.
Issuer Name and Ticker Symbol: Universal American Financial Corp.
(UHCO)
Date of Event Requiring Statement: July 30, 1999
Relationship of Joint Filer to Issuer: 10% Indirect Owner
Explanation of Responses
(6) The Reporting Person is the sole general partner of Capital Z Partners,
L.P., which is the sole general partner of: (i) Capital Z Financial
Services Fund II, L.P. ("Cap Z Fund II"), which directly owns
25,571,713 shares of Common Stock and (ii) Capital Z Financial Services
Private Fund II, L.P. ("Cap Z Private Fund II"), which directly owns
135,839 shares of Common Stock (collectively, the "Fund Securities").
The number of shares listed in item 2 includes 436,508 shares of Common
Stock (together with the Fund Securities, the "Securities") directly
owned by Capital Z Management, LLC ("Cap Z Management"), a related
entity performing management services for Cap Z Fund II and Cap Z
Private Fund II. Robert A. Spass is a member of the Investment
Committee of each of the Reporting Person and Capital Z Management.
As such, Mr. Spass exercises voting and dispositive control over the
Securities, but he disclaims beneficial ownership in the Securities to
the extent that he does not have a pecuniary interest therein.
Date: August 10, 1999 Signature:
/s/ Robert A. Spass
-------------------
Robert A. Spass
