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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Superior National Insurance Group, Inc.
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value per share
------------------------------------------------------------------------------
(Title of Class of Securities)
86822P208
------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP NO. 86822P208 13G PAGE 2 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
International Insurance Advisors, Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6 1,474,306 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
0 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,474,306 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
30.1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 3 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
International Insurance Investors (Bermuda) Limited
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Bermuda
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
15,694 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
15,694 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
15,694 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0.5%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 4 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Centre Reinsurance (Bermuda) Limited
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Bermuda
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
470,390 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
470,390 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
470, 390 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
12.1%
12 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 5 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Trustees of the Estate of Bernice P. Bishop
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Hawaii
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
388,752 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
388,752 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
388,752 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
10.2%
12 TYPE OF REPORTING PERSON*
OO - Trust
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 6 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Carlisle Ventures, Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
165,220 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
165,220 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
165,220 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 7 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
J.P Morgan Capital Corp.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
165,220 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
165,220 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
165,220 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.6%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 8 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Beach Haven Investors, Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Florida
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
1,948 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
0 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
1,948 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
1,948 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
Less than 0.1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 9 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Bacardi Capital Ltd.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Bermuda
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
97,188 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
97,188 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
97,188 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
2.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 10 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Fluor Reinsurance Investments, Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
155,501 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
155,501 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
155,501 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.5%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 11 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Robert A. Spass
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 8,000 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
8,591 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
14,643 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
1,948 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
16,591 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 12 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Paul H. Warren
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
3,321 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
3,321 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,321 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 13 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Bradley E. Cooper
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 2,000 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
1,107 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
3,107 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,107 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
Less than 0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 14 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Craig Schwarberg
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
3,321 (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
3,321 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
3,321 (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 86822P208 13G PAGE 15 OF 30 PAGES
----------
- -------------------------- --------------------------
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
International Insurance Advisors, Inc. 401(k) and Pension Plans
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
2 (b) [X]
3 SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0 (See Items 4 and 8)
OWNED BY
EACH 5
REPORTING
PERSON
WITH
SHARED VOTING POWER
6
5,5351/ (See Items 4 and 8)
SOLE DISPOSITIVE POWER
7
0 (See Items 4 and 8)
SHARED DISPOSITIVE POWER
8
0 (See Items 4 and 8)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
5,5351/ (See Items 4 and 8)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [X]
(See Item 8)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
0.2%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
- --------
/1/ Includes 1,107, 3,321 and 1,107 shares held for the accounts of Bradley E.
Cooper, Craig Schwarberg and Paul H. Warren, respectively.
<PAGE>
16
AMENDMENT NO. 1 TO SCHEDULE 13G
This Amendment No. 1 to Schedule 13G (this "Schedule 13G Statement")
is filed by the undersigned to amend and restate the Schedule 13G, filed
February 14, 1996 (the "Initial 13G"), with respect to the shares of common
stock, no par value per share, of Superior National Insurance Group, Inc.
ITEM 1(A). NAME OF ISSUER:
The name of Issuer is Superior National Insurance Group, Inc. (the
"Issuer").
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The principal executive offices of the Issuer are located at 26601
Agoura Road, Calabasas, California 91302
ITEM 2(A). NAME OF PERSON FILING:
The persons filing this Schedule 13G Statement are International
Insurance Advisors, Inc., International Insurance Investors
(Bermuda) Limited, Centre Reinsurance (Bermuda) Limited, the
Trustees of the Estate of Bernice P. Bishop, Carlisle Ventures,
Inc., J.P. Morgan Capital Corp., Beach Haven Investors, Inc.,
Bacardi Capital Ltd., Fluor Reinsurance Investments, Inc., Robert A.
Spass, Paul H. Warren, Bradley E. Cooper, Craig Schwarberg and
International Insurance Advisors, Inc. 401(k) and Pension Plans
(each, a "Filing Person" and collectively, the "Filing Persons").
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each of the Filing
Persons is as follows:
International Insurance Advisors, Inc.
One Chase Manhattan Plaza, 44th Floor
New York, New York 10005
International Insurance Investors (Bermuda) Limited
Cumberland House
One Victoria Street, Seventh Floor
Hamilton, HM HX, Bermuda
Centre Reinsurance (Bermuda) Limited
Cumberland House
One Victoria Street
Seventh Floor
Hamilton, HM HX, Bermuda
Trustees of the Estate of Bernice P. Bishop
<PAGE>
17
567 South King Street
Suite 200
Honolulu, Hawaii 96813
Carlisle Ventures, Inc.
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
J.P. Morgan Capital Corp.
60 Wall Street
New York, NY 10260
Beach Haven Investors, Inc.
10 Floral Court
Westfield, New Jersey 07090
Bacardi Capital Ltd.
Pitts Bay Road
Hamilton, Bermuda
Fluor Reinsurance Investments, Inc.
3333 Michaelson Drive
Irvine, California 92730
Robert A. Spass
One Chase Manhattan Plaza, 44th Floor
New York, New York 10005
Paul H. Warren
One Chase Manhattan Plaza, 44th Floor
New York, New York 10005
Bradley E. Cooper
One Chase Manhattan Plaza, 44th Floor
New York, New York 10005
Craig Schwarberg
One Chase Manhattan Plaza, 44th Floor
New York, New York 10005
International Insurance Advisors, Inc. 401(k) and Pension Plans
One Chase Manhattan Plaza, 44th Floor
New York, New York 10005
ITEM 2(C). CITIZENSHIP:
<PAGE>
18
The information with respect to the citizenship or organization of
each of the Filing Persons is as follows:
International Insurance Advisors, Inc. is a corporation organized
under the laws of Delaware.
International Insurance Investors (Bermuda) Limited is a corporation
organized under the laws of Bermuda.
Centre Reinsurance (Bermuda) Limited is an insurance company
organized under the laws of Bermuda.
The Estate of Bernice P. Bishop is a trust organized under the laws
of Hawaii.
Carlisle Ventures, Inc. is a corporation organized under the laws of
Delaware.
J.P. Morgan Capital Corp. is a corporation organized under the laws
of Delaware.
Beach Haven Investors, Inc. is a corporation organized under the
laws of Florida.
Bacardi Capital Ltd. is a corporation organized under the laws of
Bermuda.
Fluor Reinsurance Investments, Inc. is a corporation organized under
the laws of Delaware.
International Insurance Advisors, Inc. 401(k) and Pension Plans are
employee benefit plans of International Insurance Advisors, Inc., a
corporation organized under the laws of Delaware.
Each of Robert A. Spass, Paul H. Warren, Bradley E. Cooper and Craig
Schwarberg are citizens of the United States.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
This Schedule 13G Statement relates to common stock, no par value
per share, of Superior National Insurance Group, Inc. (the "Common
Stock").
ITEM 2(E). CUSIP NUMBER:
86822P208
ITEM 3. FILING PURSUANT TO RULES 13D-1(B) OR 13D-2(B):
This Schedule 13G Statement is not being filed pursuant to Rule
13d-1(b) or 13d-2(b).
<PAGE>
19
ITEM 4. OWNERSHIP.
The aggregate number of shares of Common Stock that International
Insurance Advisors, Inc. ("IIA") owns beneficially, pursuant to
certain warrants (the "Warrants")2/ that are exercisable within 60
days for purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Act"), is 1,474,306, which constitutes
approximately 30.1% of the outstanding shares of Common Stock. IIA
shares the power to vote or to direct the vote of the 1,474,306
shares of Common Stock with International Insurance Investors
(Bermuda) Limited, Centre Reinsurance (Bermuda) Limited, the
Trustees of the Estate of Bernice P. Bishop, Carlisle Ventures,
Inc., J.P. Morgan Capital Corp., Beach Haven Investors, Inc.,
Bacardi Capital Ltd., Fluor Reinsurance Investments, Inc., Robert A.
Spass, Paul H. Warren, Bradley E. Cooper, Craig Schwarberg and
International Insurance Advisors, Inc. 401(k) and Pension Plans,
either pursuant to the Agency and Proxy Agreement dated as of March
16, 1992, attached to the Initial 13G as Exhibit A (the "Agency and
Proxy Agreement"), or as a result of the fact that IIA holds the
Warrants as agent for each of the limited partners and for the
general partner of III. IIA has no dispositive power with respect to
the aforementioned 1,474,306 shares of Common Stock.
The aggregate number of shares of Common Stock that International
Insurance Investors (Bermuda) Limited owns beneficially, pursuant to
Warrants that are exercisable within 60 days for purposes of Rule
13d-3 under the Act, is 15,694, which constitutes approximately 0.5%
of the outstanding shares of Common Stock. International Insurance
Investors (Bermuda) Limited shares the power to vote or to direct
the vote of said 15,694 shares of Common Stock with IIA pursuant to
the Agency and Proxy Agreement, and has sole power to dispose or to
direct the disposition of said 15,694 shares of Common Stock.
The aggregate number of shares of Common Stock that Centre
Reinsurance (Bermuda) Limited owns beneficially, pursuant to
Warrants that are exercisable within 60 days for purposes of Rule
13d-3 under the Act, is 470,390, which constitutes approximately
12.1% of the outstanding shares of
- --------
/2/ Warrants to purchase 1,474,306 shares of Common Stock ("the Warrants")
are held of record by IIA, as agent for each of the limited partners and
for the general partner, International Insurance Investors (Bermuda)
Limited, of International Insurance Investors, L.P., a Bermuda limited
partnership (sometimes referred to as "III"). Such limited partners
consist of all of the Filing Persons except International Insurance
Investors (Bermuda) Limited, IIA, Centre Reinsurance (Bermuda) Limited,
Bradley E. Cooper and Craig Schwarberg. The Warrants were purchased by
III on March 31, 1992 and are exercisable immediately at $4.00 per share.
The Warrants purchased by III, now exercisable into 1,474,306 shares of
Common Stock, were assigned and issued to IIA as agent for each of the
limited partners and for the general partner of III.
<PAGE>
20
Common Stock. Centre Reinsurance (Bermuda) Limited acquired
beneficial ownership in such shares of Common Stock pursuant to the
Assignment of Warrant, dated November 8, 1996, between Centre
Reinsurance Limited and Centre Reinsurance (Bermuda) Limited,
pursuant to which (a) Centre Reinsurance Limited, a wholly-owned
subsidiary of Centre Reinsurance (Bermuda) Limited and a limited
partner of III, assigned its right, title and interest in the
Warrants to Centre Reinsurance (Bermuda) Limited and (b) Centre
Reinsurance (Bermuda) Limited became subject to the Agency and Proxy
Agreement with respect to its interest in the Warrants. Centre
Reinsurance (Bermuda) Limited shares the power to vote or to direct
the vote of said 470,390 shares of Common Stock with IIA pursuant to
the Agency and Proxy Agreement, and has sole power to dispose or to
direct the disposition of said 470,390 shares of Common Stock.
The aggregate number of shares of Common Stock that the Trustees of
the Estate of Bernice P. Bishop (the "Bishop Estate") owns
beneficially, pursuant to Warrants are exercisable within 60 days
for purposes of Rule 13d-3 under the Act, is 388,752, which
constitutes approximately 10.2% of the outstanding shares of Common
Stock. The Bishop Estate shares the power to vote or to direct the
vote of said 388,752 shares of Common Stock with IIA pursuant to the
Agency and Proxy Agreement, and has sole power to dispose or to
direct the disposition of said 388,752 shares of Common Stock.
The aggregate number of shares of Common Stock that Carlisle
Ventures, Inc. owns beneficially, pursuant to Warrants that are
exercisable within 60 days for purposes of Rule 13d-3 under the Act,
is 165,220, which constitutes approximately 4.6% of the outstanding
shares of Common Stock. Carlisle Ventures, Inc. shares the power to
vote or to direct the vote of said 165,220 shares of Common Stock
with IIA pursuant to the Agency and Proxy Agreement, and has sole
power to dispose or to direct the disposition of said 165,220 shares
of Common Stock.
The aggregate number of shares of Common Stock that J.P. Morgan
Capital Corp. owns beneficially, pursuant to Warrants that are
exercisable within 60 days for purposes of Rule 13d-3 under the Act,
is 165,220, which constitutes approximately 4.6% of the outstanding
shares of Common Stock. J.P. Morgan Capital Corp. shares the power
to vote or to direct the vote of said 165,220 shares of Common Stock
with IIA pursuant to the Agency and Proxy Agreement, and has sole
power to dispose or to direct the disposition of said 165,220 shares
of Common Stock.
The aggregate number of shares of Common Stock that Beach Haven
Investors, Inc. owns beneficially, pursuant to Warrants that are
exercisable within 60 days for purposes of Rule 13d-3 under the Act,
is 1,948, which constitutes less than 0.1% of the outstanding shares
of Common Stock. Beach Haven Investors, Inc. shares the power to
vote or to direct the vote of said 1,948 shares of Common Stock (a)
with Robert A. Spass, its sole stockholder,
<PAGE>
21
and (b) with IIA pursuant to the Agency and Proxy Agreement. Beach
Haven Investors, Inc. shares the power to dispose or to direct the
disposition of said 1,948 shares of Common Stock with Robert A.
Spass.
The aggregate number of shares of Common Stock that Bacardi Capital
Ltd. owns beneficially pursuant to Warrants that are exercisable
within 60 days for purposes of Rule 13d-3 under the Act, is 97,188,
which constitutes approximately 2.8% of the outstanding shares of
Common Stock. Bacardi Capital Ltd. shares the power to vote or to
direct the vote of said 97,188 shares of Common Stock with IIA
pursuant to the Agency and Proxy Agreement, and has sole power to
dispose or to direct the disposition of said 97,188 shares of Common
Stock.
The aggregate number of shares of Common Stock that Fluor
Reinsurance Investments, Inc. owns beneficially, pursuant to
Warrants that are exercisable within 60 days for purposes of Rule
13d-3 under the Act, is 155,501, which constitutes approximately
4.5% of the outstanding shares of Common Stock. Fluor Reinsurance
Investments, Inc. shares the power to vote or to direct the vote of
said 155,501 shares of Common Stock with IIA pursuant to the Agency
and Proxy Agreement, and has sole power to dispose or to direct the
disposition of said 155,501 shares of Common Stock.
The aggregate number of shares of Common Stock that Robert A. Spass
owns beneficially is 16,591, of which (a) 8,591 are issuable upon
exercise of Warrants that are exercisable within 60 days for
purposes of Rule 13d-3 under the Act and (b) 8,000 were purchased by
Mr. Spass on September 19, 1996. All of such shares of Common Stock
constitute approximately 0.2% of the outstanding shares of Common
Stock. Robert A. Spass shares the power to vote or to direct the
vote of 6,643 shares of Common Stock with IIA, given the fact that
IIA holds the Warrants as agent for the limited partners of III,
which include Robert A. Spass. Mr. Spass also shares the power to
vote or to direct the vote of 1,948 shares of Common Stock (a) with
Beach Haven Investors, Inc., a corporation of which Mr. Spass is the
sole stockholder and (b) with IIA pursuant to the Agency and Proxy
Agreement. Mr. Spass shares the power to dispose or to direct the
disposition of 1,948 shares of Common Stock with Beach Haven
Investors, Inc. and has sole power to vote or direct the voting of
8,000 shares of Common Stock and sole power to dispose or to direct
the disposition of 14,643 shares of Common Stock.
The aggregate number of shares of Common Stock that Paul H. Warren
owns beneficially, pursuant to Warrants that are exercisable within
60 days for purposes of Rule 13d-3 under the Act, is 3,321, which
constitutes approximately 0.1% of the outstanding shares of Common
Stock. Paul H. Warren shares the power to vote or to direct the vote
of 2,214 shares of Common Stock with IIA, given the fact that IIA
holds the Warrants as agent for the limited partners of III, which
include Paul H. Warren. Mr. Warren also shares the power to vote or
to direct the vote of 1,107 shares (a) with the
<PAGE>
22
International Insurance Advisors, Inc. 401(k) and Pension Plans and
(b) with IIA, given the fact that IIA holds the Warrants as agent
for the limited partners of III, which include the International
Insurance Advisors, Inc. 401(k) and Pension Plans. Mr. Warren has
sole power to dispose or to direct the disposition of 3,321 shares
of Common Stock.
The aggregate number of shares of Common Stock that Bradley E.
Cooper owns beneficially is 3,107, of which (a) 1,107 are issuable
upon exercise of Warrants that are exercisable within 60 days for
purposes of Rule 13d-3 under the Act and (b) 2,000 were purchased by
Mr. Cooper on April 9, 1996. All of such shares of Common Stock
constitutes less than 0.1% of the outstanding shares of Common
Stock. Bradley E. Cooper shares the power to vote or to direct the
vote of the 1,107 shares (a) with the International Insurance
Advisors, Inc. 401(k) and Pension Plans and (b) with IIA, given the
fact that IIA holds the Warrants as agent for the limited partners
of III, which include the International Insurance Advisors, Inc.
401(k) and Pension Plans. Mr. Cooper has sole power to vote or
direct the voting of 2,000 shares of Common Stock and sole power to
dispose or to direct the disposition of 3,107 shares of Common
Stock.
The aggregate number of shares of Common Stock that Craig Schwarberg
owns beneficially, pursuant to Warrants that are exercisable within
60 days for purposes of Rule 13d-3 under the Act, is 3,321, which
constitutes approximately 0.1% of the outstanding shares of Common
Stock. Craig Schwarberg shares the power to vote or to direct the
vote of the 3,321 shares (a) with the International Insurance
Advisors, Inc. 401(k) and Pension Plans and (b) with IIA, given the
fact that IIA holds the Warrants as agent for the limited partners
of III, which include the International Insurance Advisors, Inc.
401(k) and Pension Plans. Mr. Schwarberg has sole power to dispose
or to direct the disposition of 3,321 shares of Common Stock.
The aggregate number of shares of Common Stock that International
Insurance Advisors, Inc. 401(k) and Pension Plans owns beneficially,
pursuant to Warrants that are exercisable within 60 days for
purposes of Rule 13d-3 under the Act, is 5,535, which constitutes
approximately 0.2% of the outstanding shares of Common Stock.
International Insurance Advisors, Inc. 401(k) and Pension Plans
shares the power to vote or to direct the vote of 1,107 shares with
Bradley E. Cooper, 3,321 shares with Craig Schwarberg and 1,107
shares with Paul H. Warren, respectively. International Insurance
Advisors, Inc. 401(k) and Pension Plans also shares the power to
vote or to direct the vote of 5,535 shares with IIA, given the fact
that International Insurance Advisors, Inc. holds the Warrants as
agent for the limited partners of III, which include the
International Insurance Advisors, Inc. 401(k) and Pension Plans.
International Insurance Advisors, Inc. 401(k) and Pension Plans has
no dispositive power with respect to these 5,535 shares.
<PAGE>
23
Pursuant to the Stock Purchase Agreement, dated as of September 17,
1996 (the "Stock Purchase Agreement"), by and among the Issuer,
Insurance Partners, L.P., a Delaware limited partnership ("IP
Delaware"), Insurance Partners Offshore (Bermuda), L.P., a Bermuda
limited partnership ("IP Bermuda" and, together with IP Delaware,
"Insurance Partners") and such other persons or entities who execute
the form of Stock Subscription Agreement attached thereto as Exhibit
A, the Issuer agreed to issue and sell to IP Delaware and IP
Bermuda, and IP Delaware and IP Bermuda agreed to purchase from the
Issuer, an aggregate of not more than $18,000,000 worth of shares of
Common Stock. The Issuer and Insurance Partners agreed that such
$18,000,000 would be reduced, and such $18,000,000 was reduced, by
the amount of Common Stock purchased by other persons or entities
executing Stock Subscription Agreements with the Issuer. As a
result, IP Delaware agreed to purchase an aggregate of 1,369,856
shares of Common Stock for an aggregate purchase price of
$10,315,016 and IP Bermuda agreed to purchase an aggregate of
754,978 shares of Common Stock for an aggregate purchase price of
$5,684,984. In addition, each of III, IIA and Centre Reinsurance
Limited agreed to certain standstill restrictions set forth in
Section 4.2 of the Stock of the Stock Purchase Agreement. The Stock
Purchase Agreement was amended by Amendment No. 1 to Stock Purchase
Agreement, dated as of September 20, 1996 ("Amendment No. 1"), by
and among the Issuer, IP Delaware and IP Bermuda. The description of
the Stock Purchase Agreement that follows is not, and does not
purport to be, complete and is qualified in its entirety by
reference to the Stock Purchase Agreement. The Stock Purchase
Agreement and Amendment No. 1 are incorporated herein by reference
to the Stock Purchase Agreement and Amendment No. 1 filed by the
Issuer with the Securities and Exchange Commission (the
"Commission") as Annex A of the Issuer's Proxy Statement, dated
November 11, 1996, and filed with the Commission. The closing of the
consummation of the transactions contemplated by the Stock Purchase
Agreement has not occurred. Such closing is conditioned upon,
without limitation, the approval by the stockholders of the Issuer
of the issuance of the shares of Common Stock to IP Delaware and IP
Bermuda.
As more fully described in Section 4.2 of the Stock Purchase
Agreement, so long as the shares of Common Stock owned by Insurance
Partners and its Associates,3/ directly or indirectly, represent 15%
(the "15% Threshold") of
- --------
/3/ Insurance Partners' Associates is defined to include CentreLine
Reinsurance Limited, Centre Reinsurance Limited, III, IIA and any person
or entity that controls, is under common control with, or is controlled
by Insurance Partners or such persons or entities, and all individuals
who are officers, directors or control persons of any such entities,
including Insurance Partners. Neither Centre Reinsurance Limited, III nor
IIA are affiliates (within the meaning of Rule 12b-2 under the Act) of
Insurance Partners. Centre Reinsurance Limited, III, IIA and Insurance
Partners are not a "group" within the meaning of Rule 13d-5 under the
Act.
<PAGE>
24
the outstanding shares of the Issuer on a fully diluted basis
(including, without limitation, the Issuer's 14.5% Senior
Subordinated Voting Notes due April 1, 2002 (the "Voting Notes")),
III, IIA and Centre Reinsurance Limited agreed as follows:
(a) Pursuant to Section 4.2(a) of the Stock Purchase
Agreement, each of III, IIA and Centre Reinsurance Limited
agreed with respect to itself and any person or entity that
controls, is under common control with, or is controlled by
III, IIA or Centre Reinsurance Limited, and all individuals
who are officers, directors or control persons of any such
entities that it will not, subject to certain exceptions set
forth in Section 4.2 of the Stock Purchase Agreement, (a)
acquire or offer or agree to acquire, directly or indirectly,
by purchase or otherwise, any shares of Common Stock or voting
securities of the Issuer (or direct or indirect rights or
options to acquire any such securities), (b) enter, agree to
enter into or propose to enter into, directly or indirectly,
any merger or business combination involving the Issuer, (c)
make, or in any way participate, directly or indirectly, in
any "solicitation" of "proxies" (as such terms are used in the
rules of the Commission) or consent to vote, or seek to advise
or influence any person or entity with respect to the voting
of, any voting securities of the Issuer or (d) form, join or
in any way participate in a "group" (within the meaning of
Section 13d-3 of the Act) with any persons not referred to in
Section 4.2 of the Stock Purchase Agreement with respect to
any of the foregoing, provided, however, that nothing in
Section 4.2(a) of the Stock Purchase Agreement shall restrict
III, IIA or Centre Reinsurance Limited from (A) acquiring
shares of Common Stock or voting securities as a result of a
stock split, stock dividend or similar recapitalization of the
Issuer, (B) exercising the Warrants issued to IIA pursuant to
the Note Purchase Agreement, dated as of March 31, 1992, among
the Issuer and each of the several purchasers listed on
Schedule I thereto and the warrant issued to CentreLine
Reinsurance Limited pursuant to the Preferred Securities
Purchase Agreement, dated as of June 30, 1994, among the
Issuer, Superior National Capital Holding Corporation,
Superior National Capital, L.P. and Centre Reinsurance
Services (Bermuda) III Limited, (C) making, or in any way
participating, directly or indirectly, in any "solicitation"
of "proxies" (as such terms are defined in Rule 14a-1 under
the Act) in connection with the election to the Board of
Directors of the Issuer (the "Board of Directors") of
directors nominated by Insurance Partners or any of its
Associates (to the extent not otherwise inconsistent with the
Stock Purchase Agreement) or (D) with respect to a tender or
exchange offer or a merger or other business combination
involving the Issuer (a
<PAGE>
25
"Business Combination"), which was initiated without the
encouragement by or the participation of Insurance Partners or
any of its Associates, making a tender or exchange offer or a
proposal with respect to a Business Combination, or forming,
joining or participating as a "group" to make such offer or
proposal, in either case upon more favorable terms than those
of the unsolicited tender or exchange offer or Business
Combination; and provided further, that nothing contained in
Section 4.2(a) of the Stock Purchase Agreement shall affect or
impair the right of any director of the Issuer to (x) act as a
member of the Board of Directors or any committee thereof or
(y) take any action necessary or advisable to carry out his
obligations and duties as a director of the Issuer.
Notwithstanding anything to the contrary contained in the
Stock Purchase Agreement, nothing in Section 4.2(a) of the
Stock Purchase Agreement shall prohibit or restrict any
Associate who is a director of the Issuer from acquiring, in
one or more transactions, in his individual capacity, an
aggregate of 25,000 shares of Common Stock so long as such
acquisition does not violate any provision of the Issuer's
charter as in effect from time to time.
(b) The limitations set forth in Section 4.2(a) of the Stock
Purchase Agreement and described in paragraph (a) above may be
waived by the affirmative vote of the nearest whole number
representing 66 2/3% or more of (i) the directors of the
Issuer, excluding from the total number of directors voting,
those who are Associates of Insurance Partners and those who
are employees of the Issuer or (ii) the shares of the Issuer,
not including in such total number of shares voting, those
beneficially owned by those executive officers of the Issuer
subject to the reporting requirements of Section 16 of the Act
and those owned by Insurance Partners and its Associates. In
addition, any material business relationship between the
Issuer and Insurance Partners or any Associate of Insurance
Partners must be approved in the manner described in the
preceding sentence.
(c) Other than with respect to the election of directors of
the Issuer, with respect to any vote of the stockholders of
the Issuer on a particular matter, if the aggregate number of
all shares that are voted in like manner by Insurance Partners
and its Associates are greater than 35% of the total number of
shares voted, then those votes that exceed such 35% threshold
shall be voted in the same proportion as the other
shareholders voted their shares with respect to such matter.
The Issuer agreed that during the term of the Stock Purchase
Agreement, the Board of Directors shall nominate one individual (the
"IP Designee") designated by Insurance Partners (provided that such
individual is reasonably acceptable to the Board of Directors) for
election as a director of the Issuer at each annual meeting of the
shareholders, provided that, subject to the 15% Threshold, as more
fully described in Section 4.2(e) of the Stock Purchase
<PAGE>
26
Agreement, Insurance Partners agreed that Insurance Partners and its
Associates may not elect a total or more than five persons (or the
highest number that is less than a majority of the Board of
Directors, as the case may be), including the IP Designee, who are
Associates of Insurance Partners to be directors of the Issuer.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
This filing on this Schedule 13G Statement is not for the purpose of
reporting the fact that as of the date hereof any Filing Person has
ceased to be the beneficial owner of more than five percent of the
class of securities.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
No person other than each Filing Person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, shares of Common Stock owned by such Filing
Person.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
This Schedule 13G Statement is not being filed by a parent holding
company.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
The Filing Persons may be deemed to constitute a "group" within the
meaning of Rule 13d-5 under the Act and, as such, (i) each member of
the group could be deemed to own beneficially all shares held, in
the aggregate, by all group members and (ii) the group could be
deemed to own beneficially an aggregate of 1,474,306 shares of
Common Stock, representing 30.1% of the currently outstanding shares
of Common Stock. Neither the fact of this filing nor anything
contained herein shall be deemed to be an admission that such group
exists. Pursuant to Rule 13d-4, each Filing Person disclaims
beneficial ownership of the shares of Common Stock held by all other
Filing Persons.
Reference is made to the Schedule 13G Statement (the "Affiliated
Schedule 13G") that was filed on February 14, 1996 by CentreLine
Reinsurance Limited with respect to the Common Stock of the Issuer.
As a result of certain affiliations4/ between CentreLine Reinsurance
Limited and the various Filing Persons, CentreLine Reinsurance
Limited and one or more of the Filing Persons may be deemed to
constitute a "group" within the meaning of Rule 13d-5 under the Act
and, as such, (i) each member of the group could
- --------
/4/ CentreLine Reinsurance Limited and Centre Reinsurance (Bermuda) Limited,
a Filing Person, are wholly owned subsidiaries of Zurich Insurance
Company, an insurance holding company organized under the laws of
Switzerland.
<PAGE>
27
be deemed to own beneficially all shares held, in the aggregate, by
all group members and (ii) the group could be deemed to own
beneficially an aggregate of up to 2,053,662 shares of Common Stock,
representing approximately 37.5% of the currently outstanding shares
of Common Stock. Neither the fact of this filing nor anything
contained herein shall be deemed to be an admission that such group
exists. Pursuant to Rule 13d-4, each Filing Person disclaims
beneficial ownership of the shares of Common Stock held by
CentreLine Reinsurance Limited in addition to disclaiming beneficial
ownership of the shares of Common Stock held by all other Filing
Persons.
See Exhibit B attached to the Initial 13G for the identity of each
individual or entity that may be a member of a "group" for purposes
of Rule 13d-5.
The Filing Persons have entered into a Joint Filing Agreement, dated
February 14, 1996, which is attached as Exhibit C to the Initial
13G, pursuant to which they have agreed to file one joint statement
on behalf of all of them with respect to the subject matter of the
Initial 13G and any amendment thereto, including, without
limitation, this Schedule 13G Statement.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
The filing on this Schedule 13G Statement is not being made pursuant
to Rule 13d-1(b).
<PAGE>
28
SIGNATURE
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: February 14, 1997
INTERNATIONAL INSURANCE ADVISORS, INC.
By: /S/ Robert A. Spass
--------------------------------------
Name: Robert A. Spass
Title: President
INTERNATIONAL INSURANCE INVESTORS
(BERMUDA) LIMITED
By International Insurance Advisors, Inc., as Agent5/
By: /S/ Robert A. Spass
--------------------------------------
Name: Robert A. Spass
Title: President
CENTRE REINSURANCE (BERMUDA) LIMITED
By International Insurance Advisors, Inc., as Agent5/
By: /S/ Robert A. Spass
--------------------------------------
Name: Robert A. Spass
Title: President
TRUSTEES OF THE ESTATE OF BERNICE P. BISHOP
By International Insurance Advisors, Inc., as Agent5/
By: /S/ Robert A. Spass
--------------------------------------
Name: Robert A. Spass
Title: President
- --------
/5/ International Insurance Advisors, Inc. has been appointed Agent for this
Filing Person pursuant to the Agency and Proxy Agreement, dated as of
March 16, 1992, attached as Exhibit A to the Initial 13G.
<PAGE>
29
CARLISLE VENTURES, INC.
By International Insurance Advisors, Inc., as Agent5/
By: /S/ Robert A. Spass
--------------------------------------
Name: Robert A. Spass
Title: President
J.P. MORGAN CAPITAL CORP.
By International Insurance Advisors, Inc., as Agent5/
By: /S/ Robert A. Spass
--------------------------------------
Name: Robert A. Spass
Title: President
BEACH HAVEN INVESTORS, INC.
By International Insurance Advisors, Inc., as Agent5/
By: /S/ Robert A. Spass
--------------------------------------
Name: Robert A. Spass
Title: President
BACARDI CAPITAL LTD.
By International Insurance Advisors, Inc., as Agent5/
By: /S/ Robert A. Spass
--------------------------------------
Name: Robert A. Spass
Title: President
- --------
/5/ International Insurance Advisors, Inc. has been appointed Agent for this
Filing Person pursuant to the Agency and Proxy Agreement, dated as of
March 16, 1992, attached as Exhibit A to the Initial 13G.
<PAGE>
30
FLUOR REINSURANCE INVESTMENTS, INC.
By International Insurance Advisors, Inc., as Agent5/
By: /S/ Robert A. Spass
--------------------------------------
Name: Robert A. Spass
Title: President
/S/ Robert A. Spass
--------------------------------------
Robert A. Spass
/S/ Paul H. Warren
--------------------------------------
Paul H. Warren
/S/ Bradley E. Cooper
--------------------------------------
Bradley E. Cooper
/S/ Craig Schwarberg
--------------------------------------
Craig Schwarberg
INTERNATIONAL INSURANCE ADVISORS, INC.
401(k) AND PENSION PLANS
By: /S/ Steven D. Germain
--------------------------------------
Name: Steven D. Germain
Title: Trustee
- --------
/5/ International Insurance Advisors, Inc. has been appointed Agent for this
Filing Person pursuant to the Agency and Proxy Agreement, dated as of
March 16, 1992, attached as Exhibit A to the Initial 13G.
