FORM 4
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
/ / Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue.
See Instruction 1(b).
1. Name and Address of Reporting Person*:
Vicuna Advisors LLC
------------------------------
(LAST) (FIRST) (MIDDLE)
230 Park Avenue
7th Floor
Attn: Kenneth F. Cooper
-------------------------------------------
(STREET)
New York, New York 10169
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
Southwestern Life Holdings, Inc. (SWLH)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
13-4006560
<PAGE>
4. Statement for Month/Year:
10/2000
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__X__ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $.01 ("Common Stock")
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
2. Transaction Date:
(Month/Day/Year)
10/4/2000
2
<PAGE>
10/5/2000
10/9/2000
10/11/2000
10/12/2000
10/13/2000
10/18/2000
3. Transaction Code:
(Instr. 8)
Code V
P
P
P
P
P
P
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
46,000 A $12.2500
5,730 A $12.3750
5,000 A $12.3125
20,000 A $12.0938
32,700 A $11.9654
3,600 A $12.0625
3,700 A $12.4375
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
1,240,000
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
I
I
3
<PAGE>
I
I
I
I
I
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
As investment adviser to Vicuna Capital I, L.P. and WNP Investment
Partnership, L.P.
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security:
3. Transaction Date:
(Month/Day/Year)
4. Transaction Code:
(Instr. 8)
Code V
4
<PAGE>
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable Expiration Date
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
8. Price of Derivative Security:
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
5
<PAGE>
Explanation of Responses:
This Form 4 is being filed jointly by Vicuna Advisors LLC
("Advisors"), a Delaware limited liability company, Vicuna Partners
LLC, a Delaware limited liability company ("Partners"), Vicuna Capital
I, L.P., a Delaware limited partnership ("Capital"), WNP Investment
Partnership, a Delaware limited partnership ("WNP"), and Joshua G.
Welch (collectively, the "Reporting Persons"). Capital and WNP are
private partnerships organized to make investments in securities.
Advisors is the investment adviser to Capital and WNP and Partners is
the general partner of Capital and WNP. Welch is the Managing Member of
Advisors and Partners. Advisors is the designated filer.
The filing of this statement is not an admission by any Reporting
Person that such Reporting Person and any other Reporting Person or any
other person constitute a "group" for purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, or Rule 13d-5
thereunder or that any Reporting Person is the beneficial owner of any
securities owned by any other Reporting Person or any other person.
[Signatures follow all attachments]
6
<PAGE>
Attachment To Form 4 of Vicuna Advisors LLC
in Respect of Southwestern Life Holdings, Inc. (SWLH)
Statement for: 10/2000
This Form 4 is being filed jointly by Vicuna Advisors LLC ("Advisors"),
a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited
liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited
liability company ("Capital"), WNP Investment Partnership, a Delaware limited
partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting
Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Vicuna Partners LLC
------------------------------------------
(LAST) (FIRST) (MIDDLE)
230 Park Avenue
7th Floor
Attn: Kenneth F. Cooper
-------------------------------------------
(STREET)
New York, New York 10169
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
Southwestern Life Holdings, Inc. (SWLH)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
13-4006612
4. Statement for Month/Year:
10/2000
5. If Amendment, Date of Original:
(Month/Year)
7
<PAGE>
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__X__ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $.01 ("Common Stock")
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
2. Transaction Date:
(Month/Day/Year)
10/4/2000
10/5/2000
10/9/2000
10/11/2000
10/12/2000
10/13/2000
10/18/2000
8
<PAGE>
3. Transaction Code:
(Instr. 8)
Code V
P
P
P
P
P
P
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
46,000 A $12.2500
5,730 A $12.3750
5,000 A $12.3125
20,000 A $12.0938
32,700 A $11.9654
3,600 A $12.0625
3,700 A $12.4375
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
1,240,000
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
I
I
I
I
I
I
I
9
<PAGE>
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
As general partners of Vicuna Capital I, L.P. and WNP Investment
Partnership, L.P.
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security:
3. Transaction Date:
(Month/Day/Year)
4. Transaction Code:
(Instr. 8)
Code V
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
10
<PAGE>
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable Expiration Date
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
8. Price of Derivative Security:
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See Explanation of Responses to Form 4 of Advisors.
[Signatures follow all attachments]
11
<PAGE>
Attachment To Form 4 of Vicuna Advisors LLC
in Respect of Southwestern Life Holdings, Inc. (SWLH)
Statement for: 10/2000
This Form 4 is being filed jointly by Vicuna Advisors LLC ("Advisors"),
a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited
liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited
liability company ("Capital"), WNP Investment Partnership, a Delaware limited
partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting
Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Vicuna Capital I, L.P.
------------------------------------------
(LAST) (FIRST) (MIDDLE)
230 Park Avenue
7th Floor
Attn: Kenneth F. Cooper
-------------------------------------------
(STREET)
New York, New York 10169
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
Southwestern Life Holdings, Inc. (SWLH)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
13-4006625
4. Statement for Month/Year:
10/2000
5. If Amendment, Date of Original:
(Month/Year)
12
<PAGE>
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__X__ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $.01 ("Common Stock")
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
2. Transaction Date:
(Month/Day/Year)
10/4/2000
10/5/2000
10/9/2000
10/11/2000
10/12/2000
10/13/2000
10/18/2000
13
<PAGE>
3. Transaction Code:
(Instr. 8)
Code V
P
P
P
P
P
P
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
34,900 A $12.2500
4,350 A $12.3750
3,800 A $12.3125
15,200 A $12.0938
24,800 A $11.9654
2,700 A $12.0625
2,800 A $12.4375
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
988,970
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
D
D
D
D
D
D
14
<PAGE>
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security:
3. Transaction Date:
(Month/Day/Year)
4. Transaction Code:
(Instr. 8)
Code V
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
15
<PAGE>
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable Expiration Date
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
8. Price of Derivative Security:
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See Explanation of Responses to Form 4 of Advisors.
[Signatures follow all attachments]
16
<PAGE>
Attachment To Form 4 of Vicuna Advisors LLC
in Respect of Southwestern Life Holdings, Inc. (SWLH)
Statement for: 10/2000
This Form 4 is being filed jointly by Vicuna Advisors LLC ("Advisors"),
a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited
liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited
liability company ("Capital"), WNP Investment Partnership, a Delaware limited
partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting
Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
WNP Investment Partnership, L.P.
------------------------------------------
(LAST) (FIRST) (MIDDLE)
230 Park Avenue
7th Floor
Attn: Kenneth F. Cooper
-------------------------------------------
(STREET)
New York, New York 10169
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
Southwestern Life Holdings, Inc. (SWLH)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
13-4006626
4. Statement for Month/Year:
10/2000
5. If Amendment, Date of Original:
(Month/Year)
17
<PAGE>
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__X__ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $.01 ("Common Stock")
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
2. Transaction Date:
(Month/Day/Year)
10/4/2000
10/5/2000
10/9/2000
10/11/2000
10/12/2000
10/13/2000
10/18/2000
18
<PAGE>
3. Transaction Code:
(Instr. 8)
Code V
P
P
P
P
P
P
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
11,100 A $12.2500
1,380 A $12.3750
1,200 A $12.3125
4,800 A $12.0938
7,900 A $11.9654
900 A $12.0625
900 A $12.4375
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
251,030
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
D
D
D
D
D
D
19
<PAGE>
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security:
3. Transaction Date:
(Month/Day/Year)
4. Transaction Code:
(Instr. 8)
Code V
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
20
<PAGE>
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable Expiration Date
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
8. Price of Derivative Security:
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See Explanation of Responses to Form 4 of Advisors.
[Signatures follow all attachments]
21
<PAGE>
Attachment To Form 4 of Vicuna Advisors LLC
in Respect of Southwestern Life Holdings, Inc. (SWLH)
Statement for: 10/2000
This Form 4 is being filed jointly by Vicuna Advisors LLC ("Advisors"),
a Delaware limited liability company, Vicuna Partners LLC, a Delaware limited
liability company ("Partners"), Vicuna Capital I, L.P., a Delaware limited
liability company ("Capital"), WNP Investment Partnership, a Delaware limited
partnership ("WNP"), and Joshua G. Welch (collectively, the "Reporting
Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person*:
Joshua G. Welch
------------------------------------------
(LAST) (FIRST) (MIDDLE)
230 Park Avenue
7th Floor
-------------------------------------------
(STREET)
New York, New York 10169
------------------------------------------
(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
Southwestern Life Holdings, Inc. (SWLH)
3. IRS Identification Number of Reporting Person, if an entity (Voluntary):
4. Statement for Month/Year:
10/2000
5. If Amendment, Date of Original:
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
_____ Director
22
<PAGE>
_____ Officer (give title below)
__X__ 10% Owner
_____ Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__X__ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security:
(Instr. 3)
Common Stock, par value $.01 ("Common Stock")
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
Common Stock
2. Transaction Date:
(Month/Day/Year)
10/4/2000
10/5/2000
10/9/2000
10/11/2000
10/12/2000
10/13/2000
10/18/2000
3. Transaction Code:
(Instr. 8)
Code V
P
P
23
<PAGE>
P
P
P
P
P
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
46,000 A $12.2500
5,730 A $12.3750
5,000 A $12.3125
20,000 A $12.0938
32,700 A $11.9654
3,600 A $12.0625
3,700 A $12.4375
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
1,240,000
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
I
I
I
I
I
I
I
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
As managing member of Vicuna Advisors LLC and Vicuna Partners LLC.
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
24
<PAGE>
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned (e.g., puts, calls, warrants, options,
convertible securities)
1. Title of Derivative Security:
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security:
3. Transaction Date:
(Month/Day/Year)
4. Transaction Code:
(Instr. 8)
Code V
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable Expiration Date
25
<PAGE>
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
8. Price of Derivative Security:
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
See Explanation of Responses to Form 4 of Advisors.
[Signatures follow all attachments]
26
<PAGE>
SIGNATURE
---------
VICUNA ADVISORS LLC
By: /s/ Joshua G. Welch
--------------------------------
Joshua G. Welch
Managing Member
VICUNA PARTNERS LLC
By: /s/ Joshua G. Welch
--------------------------------
Joshua G. Welch
Managing Member
VICUNA CAPITAL I, L.P.
By: Vicuna Partners LLC, General
Partner
By: /s/ Joshua G. Welch
--------------------------------
Joshua G. Welch
Managing Member
WNP INVESTMENT PARTNERSHIP, L.P.
By: Vicuna Partners LLC, General
Partner
By: /s/ Joshua G. Welch
--------------------------------
Joshua G. Welch
Managing Member
/s/ Joshua G. Welch
------------------------------------
Joshua G. Welch
Date: November 10, 2000
** 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 the Form, one of which must be manually signed. If
space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
27
