SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Executive Risk Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
301586103
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 25, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*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).
**The total number of shares reported herein is 623,000 shares, which
constitutes approximately 5.6% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 11,102,739 shares
outstanding.
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1. Name of Reporting Person:
Portfolio MM Investors, 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-Partnership Contributions
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: 623,000 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
The
Reporting 9. Sole Dispositive Power: 623,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by the Reporting Person:
623,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.6%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Genpar,
L.L.C.
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Item 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $.01 per share
(the "Stock"), of Executive Risk Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 82 Hopmeadow Street, Simsbury, Connecticut
06070.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby files this Schedule 13D Statement on behalf of
Portfolio MM Investors, L.P., a Delaware limited partnership ("PMM"). PMM is
sometimes hereinafter referred to as the "Reporting Person." Additionally,
pursuant to Instruction C to Schedule 13D, information is included herein with
respect to the following persons (collectively, the "Controlling Persons"):
Trinity I Fund, L.P., a Delaware limited partnership ("TIF"), TF Investors,
L.P., a Delaware limited partnership ("TFI"), Trinity Capital Management, Inc.,
a Delaware corporation ("TCM"), Thomas M. Taylor ("TMT"), and Portfolio Genpar,
L.L.C., a Delaware limited liability company ("PG"). The Reporting Person and
the Controlling 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
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Person or the Controlling
Persons that a group exists.
(b)-(c)
TIF
TIF is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of TIF, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to TFI, the sole general partner of TIF, is set forth below.
TFI
TFI is a Delaware limited partnership, the principal business of which is
serving as the sole general partner of TIF. The principal business address of
TFI, which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act,
information with respect to TCM, the sole general partner of TFI, is set forth
below.
TCM
TCM is a Delaware corporation, the principal business of which is serving
as the sole general partner of TFI. The principal business address of TCM, which
also serves as its principal office, is 201 Main Street, Suite 3200, Fort Worth,
Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name,
residence or business address, and present principal occupation or employment
of each director, executive officer and controlling person of TCM are as
follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 201 Main Street President of Thomas
Suite 3200 M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 Bass Enterprises
Production Co. ("BEPCO")
Taylor & Co. is a Texas corporation, the principal business of which is the
rendering of investment consulting services to third parties. The principal
business address of Taylor & Co., which also serves as its principal office, is
201 Main Street, Suite 3200, Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
TMT
See answers above.
PMM
PMM is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment securities.
The principal business address of PMM, which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Act, information with respect to PG, the
sole general partner of PMM, is set forth below.
PG
PG is a Delaware limited liability company, the principal business of which
is serving as the sole general partner of PMM and other affiliated limited
partnerships. The principal business address of PG, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or
business address, and present principal occupation or employment of each
director, executive officer and controlling person (in addition to TIF) of PG
are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor See answers above. See answers above.
W. R. Cotham See answers above. See answers above.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Person to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
PMM Other (1) $31,088,815.79
(1) Contributions from partners.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired and continues to hold the shares of the
Stock reported herein for investment purposes. Consistent with such purposes,
the Reporting Person has had, and expects to continue to have, discussions with
management of the Issuer concerning various operational and financial aspects
of the Issuer's business. The Reporting Person also may, in the future, have
discussions with management and other shareholders of the Issuer concerning
various ways of maximizing long-term shareholder value.
Depending on market conditions and other factors that the Reporting
Person may deem material to its investment decision, the Reporting Person may
purchase additional shares of the Stock in the open market or in private
transactions. Depending on these same factors, the Reporting Person may sell
all or a portion of the shares of the Stock that it now owns or hereafter may
acquire on the open market or in private transactions.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Reporting Person
PMM
The aggregate number of shares of the Stock that PMM owns beneficially,
pursuant to Rule 13d-3 of the Act, is 623,000, which constitutes approximately
5.6% of the outstanding shares of the Stock.
Controlling Persons
TIF
Because of its position as the sole stockholder of PG, which is the sole
general partner of PMM, TIF may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 623,000 shares of the Stock, which constitutes
approximately 5.6% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is the
sole stockholder of PG, which is the sole general partner of PMM, TFI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
623,000 shares of the Stock, which constitutes approximately 5.6% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is the
sole general partner of TIF, which is the sole stockholder of PG, which is the
sole general partner of PMM, TCM may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 623,000 shares of the Stock, which
constitutes approximately 5.6% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole stockholder of TCM,
which is the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PG, which is the sole general partner of
PMM, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 623,000 shares of the Stock, which constitutes approximately 5.6% of
the outstanding shares of the Stock.
PG
Because of its position as the sole general partner of PMM, PG may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
623,000 shares of the Stock, which constitutes approximately 5.6% of the
outstanding shares of the Stock.
To the best of the knowledge of the Reporting Person, other than as set
forth above, none of the persons named in Item 2 herein is the beneficial owner
of any shares of the Stock.
(b)
Reporting Person
PMM
Acting through its sole general partner, PMM has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 623,000
shares of the Stock.
Controlling Persons
TIF
As the sole stockholder of PG, which is the sole general partner of PMM,
TIF has the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 623,000 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of PG,
which is the sole general partner of PMM, TFI has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 623,000 shares
of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner
of TIF, which is the sole stockholder of PG, which is the sole general partner
of PMM, TCM has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 623,000 shares of the Stock.
TMT
As the President and sole stockholder of TCM, which is the sole general
partner of TFI, which is the sole general partner of TIF, which is the sole
stockholder of PG, which is the sole general partner of PMM, TMT has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 623,000 shares of the Stock.
PG
As the sole general partner of PMM, PG has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 623,000 shares
of the Stock.
(c) During the past 60 days, PMM has purchased shares of the Stock
in open market transactions on the New York Stock Exchange, as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED SHARE
12/11/98 12,400 $53.53
12/15/98 50,000 51.94
01/13/99 3,700 52.17
01/19/99 44,300 52.31
01/19/99 7,000 52.31
01/20/99 8,600 52.06
01/25/99 90,000 46.52
01/26/99 15,000 46.87
01/26/99 5,000 47.06
01/27/99 3,000 47.06
01/29/99 10,000 47.06
Except as set forth in this paragraph (c), to the best of the knowledge
of the Reporting Person, none of the persons named in response to paragraph (a)
has effected any transactions in shares of the Stock during the past 60 days.
(d) The Reporting Person affirms that no person other than those
persons named in Item 2 has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Stock owned by such Reporting Person.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to the shares of the Stock owned by the Reporting Person.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
filed herewith.
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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 2, 1999
PORTFOLIO MM INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO GENPAR, L.L.C.,
a Delaware limited liability
company, General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
Exhibit 99.1
1. Power of Attorney. Know all persons by these presents that the
person whose signature appears below constitutes and appoints W. Robert Cotham,
Mark L. Hart, Jr., William P. Hallman, Jr., and William O. Reimann, IV, and each
of them, as his or its true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
to the Schedule 13D, and any reports filed pursuant to Section 16 of the
Securities Exchange Act of 1934, filed on behalf of the Reporting Person with
respect to its beneficial ownership of Executive Risk Inc. and to file the same,
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or such person or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
DATED: February 2, 1999
PORTFOLIO MM INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO GENPAR, L.L.C.,
a Delaware limited liability
company, General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
