SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Superior National Insurance Group, Inc.
(Name of Issuer)
Common Stock (par value $.01 per share)
(Title of Class of Securities)
868224106
(CUSIP Number)
Insurance Partners Advisors, L.P.
One Chase Manhattan Plaza, 44th Floor
New York, New York 10005
Attention: Mr. Steven B. Gruber
Tel. No. (212) 898-8700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
January 16, 1998
(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 statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 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).
PAGE 1 OF 25 PAGES
<PAGE>
SCHEDULE 13D
CUSIP NO. 868224106 PAGE 2 OF 25 PAGES
---------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO -- Contributions from Partners
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,375,547
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,375,547
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,547(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
14 TYPE OF REPORTING PERSON
PN
(1) With respect to 16,017 shares of Common Stock, solely in its
capacity as managing general partner of IP/MCLP General Partnership
IV.
<PAGE>
SCHEDULE 13D
CUSIP NO. 868224106 PAGE 3 OF 25 PAGES
---------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,375,547
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,375,547
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,547(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
14 TYPE OF REPORTING PERSON
PN
(1) SOLELY IN ITS CAPACITY AS SOLE GENERAL PARTNER OF INSURANCE PARTNERS, L.P.
<PAGE>
SCHEDULE 13D
CUSIP No. 868224106 Page 4 OF 25 PAGES
---------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar MGP, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,375,547
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,375,547
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,547(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
14 TYPE OF REPORTING PERSON
PN
(1) Solely in its capacity as sole general partner of Insurance GenPar, L.P.,
which is the sole general partner of Insurance Partners, L.P.
<PAGE>
SCHEDULE 13D
CUSIP No. 868224106 Page 5 OF 25 PAGES
---------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar MGP, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,375,547
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,375,547
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,375,547(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
14 TYPE OF REPORTING PERSON
CO
(1) Solely in its capacity as sole general partner of Insurance GenPar
MGP, L.P., which is the sole general partner of Insurance GenPar,
L.P., which is the sole general partner of Insurance Partners, L.P.
<PAGE>
SCHEDULE 13D
CUSIP No. 868224106 Page 6 OF 25 PAGES
---------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance Partners Offshore (Bermuda), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO -- Contributions from Partners
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
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
765,304
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
765,304
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,304(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14 TYPE OF REPORTING PERSON
PN
(1) With respect to 16,017 shares of Common Stock, solely in its
capacity as managing general partner of IP/MCLP General Partnership IV.
<PAGE>
SCHEDULE 13D
CUSIP NO. 868224106 PAGE 7 OF 25 PAGES
---------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar (Bermuda), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
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
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
765,304
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
765,304
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,304(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14 TYPE OF REPORTING PERSON
PN
(1) SOLELY IN ITS CAPACITY AS SOLE GENERAL PARTNER OF INSURANCE PARTNERS
OFFSHORE (BERMUDA), L.P.
<PAGE>
SCHEDULE 13D
CUSIP No. 868224106 Page 8 OF 25 PAGES
---------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar (Bermuda) MGP, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
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
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
765,304
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
765,304
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,304(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14 TYPE OF REPORTING PERSON
PN
(1) Solely in its capacity as sole general partner of Insurance GenPar
(Bermuda), L.P., which is the sole general partner of Insurance Partners
Offshore (Bermuda), L.P.
<PAGE>
SCHEDULE 13D
CUSIP No. 868224106 Page 9 OF 25 PAGES
---------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar (Bermuda) MGP, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
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
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
765,304
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
765,304
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,304(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14 TYPE OF REPORTING PERSON
CO
(1) Solely in its capacity as sole general partner of Insurance GenPar
(Bermuda) MGP, L.P., which is the sole general partner of Insurance
GenPar (Bermuda), L.P., which is the sole general partner of
Insurance Partners Offshore (Bermuda), L.P.
<PAGE>
CUSIP NO. 868224106 PAGE 10 OF 25 PAGES
SCHEDULE 13D
CUSIP No. 868224106 Page 10 OF 25 PAGES
---------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IP/MCLP General Partnership IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO -- Contributions from Partners
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
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
16,017
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
16,017
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,017
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 868224106 PAGE 11 OF 25 PAGES
This Amendment No. 1 with respect to the Schedule 13D filed on April 21,
1997 (the "Statement"), relating to the Common Stock, par value $.01 per share
(the "Common Stock"), issued by Superior National Insurance Group, Inc., a
Delaware corporation (the "Company"), hereby amends the Statement in the
following respects only. Unless otherwise indicated, all capitalized terms shall
have the same meaning as provided in the Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2, paragraph (a) is hereby amended by the deletion thereof in its
entirety and the substitution therefore of the following:
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), this Statement is hereby filed by Insurance
Partners, L.P., a Delaware limited partnership ("IP Delaware"), Insurance
GenPar, L.P., a Delaware limited partnership ("Insurance GenPar"), Insurance
GenPar MGP, L.P., a Delaware limited partnership ("IMGPLP"), Insurance GenPar
MGP, Inc., a Delaware corporation ("IMGPI"), Insurance Partners Offshore
(Bermuda), L.P., a Bermuda limited partnership ("IP Bermuda"), Insurance GenPar
(Bermuda), L.P., a Bermuda limited partnership ("Insurance GenPar Bermuda"),
Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership ("IBMGPLP"),
Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation ("IBMGP"), and
IP/MCLP General Partnership IV, a New York general partnership ("IPMCLP"). IP
Delaware, Insurance GenPar, IMGPLP, IMGPI, IP Bermuda, Insurance GenPar Bermuda,
IBMGPLP, IBMGPI and IPMCLP are sometimes hereinafter collectively referred to as
the "Reporting Persons." IP Delaware and IP Bermuda are sometimes hereinafter
collectively referred to as "Insurance Partners." The Reporting Persons are
making this single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Exchange Act, although
neither the fact of this filing nor anything contained herein shall be deemed an
admission by the Reporting Persons that a group exists.
Item 2, paragraph (b) and (c) are amended by the addition thereto of the
following:
IPMCLP
------
IPMCLP is a New York general partnership, the principal business of which
is to hold and to dispose of certain of the shares of Common Stock. The
principal business address of IPMCLP, which also serves as its principal office,
is 201 Main Street, Fort Worth, Texas 76102. MCLP I Limited Partnership, a
Massachusetts limited partnership ("MCLP"), is a general partner of IPMCLP. The
principal business of MCLP is to invest in securities selected by it in
conjunction with its partners. The principal business address of MCLP, which
also serves as its principal office, is 25 First Street, Cambridge,
Massachusetts 02141. Pursuant to Instruction C to Schedule 13D of the Exchange
Act, information with respect to IP Delaware and IP Bermuda, the managing
general partners of IPMCLP, is set forth above.
<PAGE>
CUSIP NO. 868224106 PAGE 12 OF 25 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5, paragraphs (a), (b) and (c) are hereby amended by the
deletion thereof in their entirety and the substitution therefore of the
following:
To the best of the Reporting Persons' knowledge based on the
information contained in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997, the aggregate number of shares of
Common Stock of the Company outstanding as of January 9, 1998 is 5,859,269
shares.
As of the close of business on January 9, 1998:
(a)
IP DELAWARE
-----------
IP Delaware may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to
be the beneficial owner of 1,375,547 shares of Common Stock, which constitutes
approximately 23.5% of the 5,859,269 shares of Common Stock deemed outstanding
pursuant to Rule 13d-3(d)(l)(i) of the Exchange Act. Of such shares, 1,359,530
shares are owned directly by IP Delaware and 16,017 shares are owned directly by
IPMCLP, for which IP Delaware acts as a managing general partner.
INSURANCE GENPAR
----------------
In its capacity as the sole general partner of IP Delaware, Insurance
GenPar may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the
beneficial owner of 1,375,547 shares of Common Stock, which constitutes
approximately 23.5% of the 5,859,269 shares of Common Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act.
IMGPLP
------
In its capacity as the sole general partner of Insurance GenPar, which is
the sole general partner of IP Delaware, IMGPLP may, pursuant to Rule 13d-3 of
the Exchange Act, be deemed to be the beneficial owner of 1,375,547 shares of
Common Stock, which constitutes approximately 23.5% of the 5,859,269 shares of
Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange
Act.
IMGPI
-----
In its capacity as the sole general partner of IMGPLP, which is the sole
general partner of Insurance GenPar, which is the sole general partner of IP
Delaware, IMGPI may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be
the beneficial owner of 1,375,547 shares of the Stock, which constitutes
approximately 23.5% of the 5,859,269 shares of Common Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act.
<PAGE>
CUSIP NO. 868224106 PAGE 13 OF 25 PAGES
IP BERMUDA
----------
IP Bermuda may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to
be the beneficial owner of 765,304 shares of Common Stock, which constitutes
approximately 13.1% of the 5,859,269 shares of Common Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. Of such shares, 749,287
shares are owned directly by IP Bermuda and 16,017 shares are owned directly by
IPMCLP, for which IP Bermuda acts as a managing general partner.
INSURANCE GENPAR BERMUDA
------------------------
In its capacity as the sole general partner of IP Bermuda, Insurance
GenPar Bermuda may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be
the beneficial owner of 765,304 shares of Common Stock, which constitutes
approximately 13.1% of the 5,859,269 shares of Common Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act.
IBMGPLP
-------
In its capacity as the sole general partner of Insurance GenPar Bermuda,
which is the sole general partner of IP Bermuda, IBMGPLP may, pursuant to Rule
13d-3 of the Exchange Act, be deemed to be the beneficial owner of 765,304
shares of Common Stock, which constitutes approximately 13.1% of the 5,859,269
shares of Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the
Exchange Act.
IBMGPI
------
In its capacity as the sole general partner of IBMGPLP, which is the sole
general partner of Insurance GenPar Bermuda, which is the sole general partner
of IP Bermuda, IBMGPI may, pursuant to Rule 13d-3 of the Exchange Act, be deemed
to be the beneficial owner of 765,304 shares of Common Stock, which constitutes
approximately 13.1% of the 5,859,269 shares of Common Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act.
IPMCLP
------
IPMCLP may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be
the beneficial owner of 16,017 shares of Common Stock, which constitutes
approximately .3% of the 5,859,269 shares of Common Stock deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act.
IP Delaware, IP Bermuda and MCLP I Limited Partnership, a Massachusetts
limited partnership ("MCLP"), entered into a general partnership agreement (the
("Partnership Agreement"), dated as of January 16, 1998, but effective as of
April 11, 1997. Pursuant to the Partnership Agreement, IP Delaware, IP Bermuda
and MCLP contributed in the aggregate 16,017 shares of Common Stock as an
initial capital contribution to IPMCLP. The terms of the Partnership Agreement
provide that IP Delaware and IP Bermuda are each vested as managing general
partners of
<PAGE>
CUSIP NO. 868224106 PAGE 14 OF 25 PAGES
IPMCLP, with sole and exclusive responsibility and authority for the management,
conduct and operation of IPMCLP's business, including all authority to vote and
dispose of the 16,017 shares of Common Stock held by IPMCLP.
(b)
IP DELAWARE
-----------
1. Sole power to vote or to direct
the vote -0-
---------
2. Shared power to vote or to direct
the vote 1,375,547
---------
3. Sole power to dispose or to direct
the disposition -0-
---------
4. Shared power to dispose of or to
direct the disposition 1,375,547
---------
INSURANCE GENPAR
----------------
1. Sole power to vote or to direct
the vote -0-
---------
2. Shared power to vote or to direct
the vote 1,375,547
---------
3. Sole power to dispose or to direct
the disposition -0-
---------
4. Shared power to dispose of or to
direct the disposition 1,375,547
---------
IMGPLP
------
1. Sole power to vote or to direct
the vote -0-
---------
2. Shared power to vote or to direct
the vote 1,375,547
---------
3. Sole power to dispose or to direct
the disposition -0-
---------
4. Shared power to dispose of or to
direct the disposition 1,375,547
---------
<PAGE>
CUSIP NO. 868224106 PAGE 15 OF 25 PAGES
IMGPI
-----
1. Sole power to vote or to direct
the vote -0-
---------
2. Shared power to vote or to direct
the vote 1,375,547
---------
3. Sole power to dispose or to direct
the disposition -0-
---------
4. Shared power to dispose of or to
direct the disposition 1,375,547
---------
IP BERMUDA
----------
1. Sole power to vote or to direct
the vote -0-
---------
2. Shared power to vote or to direct
the vote 765,304
---------
3. Sole power to dispose or to direct
the disposition -0-
---------
4. Shared power to dispose of or to
direct the disposition 765,304
---------
INSURANCE GENPAR BERMUDA
------------------------
1. Sole power to vote or to direct
the vote -0-
---------
2. Shared power to vote or to direct
the vote 765,304
---------
3. Sole power to dispose or to direct
the disposition -0-
---------
4. Shared power to dispose of or to
direct the disposition 765,304
---------
IBMGPLP
-------
1. Sole power to vote or to direct
the vote -0-
---------
2. Shared power to vote or to direct
the vote 765,304
---------
<PAGE>
CUSIP NO. 868224106 PAGE 16 OF 25 PAGES
3. Sole power to dispose or to direct
the disposition -0-
---------
4. Shared power to dispose of or to
direct the disposition 765,304
---------
IBMGPI
------
1. Sole power to vote or to direct
the vote -0-
---------
2. Shared power to vote or to direct
the vote 765,304
---------
3. Sole power to dispose or to direct
the disposition -0-
---------
4. Shared power to dispose of or to
direct the disposition 765,304
---------
IPMCLP
------
1. Sole power to vote or to direct
the vote -0-
---------
2. Shared power to vote or to direct
the vote 16,017
---------
3. Sole power to dispose or to direct
the disposition -0-
---------
4. Shared power to dispose of or to
direct the disposition 16,017
---------
(c) Except as set forth herein, none of the persons named in response to
paragraph (a) has effected any transactions in shares of Common Stock during the
past 60 days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is amended by the addition thereto of the following:
Exhibit 3: Agreement pursuant to Rule
13d-1(f)(1)(iii).
<PAGE>
CUSIP NO. 868224106 PAGE 17 OF 25 PAGES
Signature
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 29, 1998
INSURANCE PARTNERS, L.P., a Delaware limited
partnership
By: Insurance GenPar, L.P., a Delaware limited
partnership, its General Partner
By: Insurance GenPar MGP, L.P., a Delaware limited
partnership, its General Partner
By: Insurance GenPar MGP, Inc., a Delaware
corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
INSURANCE GENPAR, L.P., a Delaware limited
partnership
By: Insurance GenPar MGP, L.P., a Delaware limited
partnership, its General Partner
By: Insurance GenPar MGP, Inc., a Delaware
corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
<PAGE>
CUSIP NO. 868224106 PAGE 18 OF 25 PAGES
INSURANCE GENPAR MGP, L.P., a Delaware limited
partnership
By: Insurance GenPar MGP, Inc., a Delaware
corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
INSURANCE GENPAR MGP, INC.,
a Delaware corporation
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
INSURANCE PARTNERS OFFSHORE (BERMUDA),
L.P., a Bermuda limited partnership
By: Insurance GenPar (Bermuda), L.P., a Bermuda
limited partnership, its General Partner
By: Insurance GenPar (Bermuda) MGP, L.P., a
Bermuda limited partnership, its General Partner
By: Insurance GenPar (Bermuda) MGP, Ltd., a
Bermuda corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
<PAGE>
CUSIP NO. 868224106 PAGE 19 OF 25 PAGES
INSURANCE GENPAR (BERMUDA), L.P., a Bermuda
limited partnership
By: Insurance GenPar (Bermuda) MGP, L.P., a
Bermuda limited partnership, its General Partner
By: Insurance GenPar (Bermuda) MGP, Ltd., a
Bermuda corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
INSURANCE GENPAR (BERMUDA) MGP, L.P., a
Bermuda corporation
By: Insurance GenPar (Bermuda) MGP, Ltd., a
Bermuda corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
INSURANCE GENPAR (BERMUDA) MGP, LTD., a
Bermuda corporation
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
IP/MCLP GENERAL PARTNERSHIP IV, a New York
general partnership
By: Insurance Partners, L.P., a Delaware limited
partnership, its Managing General Partner
By: Insurance GenPar, L.P., a Delaware limited
partnership, its General Partner
<PAGE>
CUSIP NO. 868224106 PAGE 20 OF 25 PAGES
By: Insurance GenPar MGP, L.P., a Delaware limited
partnership, its General Partner
By: Insurance GenPar MGP, Inc., a Delaware
corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
<PAGE>
CUSIP NO. 868224106 PAGE 21 OF 25 PAGES
EXHIBIT INDEX
Page on which
Number Document Exhibit appears
- ------ -------- ---------------
3 Agreement pursuant to Rule 22
13d-1(f)(1)(iii).
<PAGE>
CUSIP NO. 868224106 PAGE 22 OF 25 PAGES
Exhibit 3
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
and Exchange Act of 1934, as amended, the undersigned agrees that the statement
to which this Exhibit is attached is filed on behalf of each of the undersigned
in the capacities set forth below.
INSURANCE PARTNERS, L.P., a Delaware limited
partnership
By: Insurance GenPar, L.P., a Delaware limited
partnership, its General Partner
By: Insurance GenPar MGP, L.P., a Delaware limited
partnership, its General Partner
By: Insurance GenPar MGP, Inc., a Delaware
corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
INSURANCE GENPAR, L.P., a Delaware limited
partnership
By: Insurance GenPar MGP, L.P., a Delaware limited
partnership, its General Partner
By: Insurance GenPar MGP, Inc., a Delaware
corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
<PAGE>
CUSIP NO. 868224106 PAGE 23 OF 25 PAGES
INSURANCE GENPAR MGP, L.P., a Delaware limited
partnership
By: Insurance GenPar MGP, Inc., a Delaware
corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
INSURANCE GENPAR MGP, INC.,
a Delaware corporation
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
INSURANCE PARTNERS OFFSHORE (BERMUDA),
L.P., a Bermuda limited partnership
By: Insurance GenPar (Bermuda), L.P., a Bermuda
limited partnership, its General Partner
By: Insurance GenPar (Bermuda) MGP, L.P., a
Bermuda limited partnership, its General Partner
By: Insurance GenPar (Bermuda) MGP, Ltd., a
Bermuda corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
<PAGE>
CUSIP NO. 868224106 PAGE 24 OF 25 PAGES
INSURANCE GENPAR (BERMUDA), L.P., a Bermuda
limited partnership
By: Insurance GenPar (Bermuda) MGP, L.P., a
Bermuda limited partnership, its General Partner
By: Insurance GenPar (Bermuda) MGP, Ltd., a
Bermuda corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
INSURANCE GENPAR (BERMUDA) MGP, L.P., a
Bermuda corporation
By: Insurance GenPar (Bermuda) MGP, Ltd., a
Bermuda corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
INSURANCE GENPAR (BERMUDA) MGP, LTD., a
Bermuda corporation
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
<PAGE>
CUSIP NO. 868224106 PAGE 25 OF 25 PAGES
IP/MCLP GENERAL PARTNERSHIP IV, a New York
general partnership
By: Insurance Partners, L.P., a Delaware limited
partnership, its Managing General Partner
By: Insurance GenPar, L.P., a Delaware limited
partnership, its General Partner
By: Insurance GenPar MGP, L.P., a Delaware limited
partnership, its General Partner
By: Insurance GenPar MGP, Inc., a Delaware
corporation, its General Partner
By: /s/ Daniel L. Doctoroff
-----------------------------------------------
Name: Daniel L. Doctoroff
Title: Vice President
