UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
EBIX.COM, INC.
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(Name of Issuer)
COMMON STOCK $.10 PAR VALUE
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(Title of Class of Securities)
278715 10 7
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(CUSIP Number)
Peter Goddard
Company Secretary
BRiT Insurance Holdings Plc
55 Bishopsgate
London EC2N 3AS
United Kingdom
(tel: 011-44-20-7984-8741)
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(Name, Address and Telephone Number of Person Authorised
to Receive Notices of Communications)
May, 2002
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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.
SCHEDULE 13D
CUSIP NO. 278715 10 7 PAGE 2 OF 5 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRiT Insurance Holdings plc
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instruction)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
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7 SOLE VOTING POWER
7,143,850
NUMBER OF SHARES --------- ---------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON None
WITH --------- ---------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
7,143,850
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,143,850
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.0%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO/ HC
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SCHEDULE 13D
CUSIP NO. 278715 10 7 PAGE 3 OF 5 PAGES
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ITEM 1 SECURITY AND ISSUER
This statement on Schedule 13D relates to shares of the common stock, $.10 par
value ("Common Stock") of ebix.com, Inc. ("ebix"), a Delaware corporation. The
principal offices of ebix are located at 1900 E. Golf Road, Suite 1200,
Schaumburg, Illinois 60173.
ITEM 2 IDENTITY AND BACKGROUND
This statement is being filed by BRiT Insurance Holdings Plc ("BRiT"), a company
organised under the laws of England. BRiT is a holding company with its
principal office located at 55 Bishopsgate, London EC2N 3AS, United Kingdom.
During the past five years, BRiT has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding or a judicial or administrative body of competent jurisdiction
as a result of which such person 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Funds for BRiT's open market transactions, all well as its original purchases of
ebix Common Stock directly from the issuer, come from its working capital and
not through borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION
In the past 60 days, BRiT has purchased 191,550 shares of ebix Common Stock in
open market transactions for investment purposes.
BRiT acquired its primary beneficial ownership interest in April and June 2001
through a purchase of 6,944,000 ebix shares of Common Stock in a private
transaction exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"). The purpose of the original acquisition of ebix
Common Stock was to obtain an equity interest in ebix for investment purposes,
as well as to help position BRiT to pursue strategic relationships with ebix,
particularly in the area of e-commerce.
Ebix has registered the ebix shares issued by it to BRiT with the Securities &
Exchange Commission pursuant to a Registration Rights Agreement dated April 20,
2001. Pursuant to the Registration Rights Agreement, ebix has effected a
registration Securities Act of shares ebix Common Stock held by BRiT in order
that such shares can be offered or sold on a continued or delayed basis. BriT
has effected no such sales.
SCHEDULE 13D
CUSIP NO. 278715 10 7 PAGE 4 OF 5 PAGES
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BRiT has the right, so long as it maintains beneficial ownership of at least 20%
of the ebix share capital, to appoint two members to the ebix Board of
Directors. During any period that it has less than 20% but higher than 10%
beneficial ownership, BRiT will have the right, to appoint one member to the
ebix Board of Directors. BRiT may exercise its right to designate directors
prior to the 2002 annual shareholders' meeting; if it does, it is expected that
the ebix Board of Directors would amend its bylaws to expand the size of the
Board and would then appoint the designees to fill the vacancies.
BRiT may, subject to market conditions and the interests of the company,
purchase additional Common Stock of ebix in the open market.
BRiT has agreed not to acquire 49% or more of ebix common stock without approval
of the ebix Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
In the past sixty days, BRiT has purchased 191,550 shares of ebix Common Stock
in open market broker transactions, increasing its beneficial ownership to a
total of 7,143,850 shares. The total holding in ebix by BRiT is approximately
39.0% of the outstanding number of shares of ebix Common Stock. BRiT has the
sole power to vote and dispose of all such shares
No other persons are known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of the ebix Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
No documents are required to be described under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No documents are required to be filed as exhibits to this Schedule 13D.
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.
May 30, 2002 /s/ Matthew Scales
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Date Matthew Scales, Director
/s/ Neil Eckert
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Neil Eckert, Director
SCHEDULE 13D
CUSIP NO. 278715 10 7 PAGE 5 OF 5 PAGES
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The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of this filing person), evidence
of the representative's authority to sign on behalf of such person shall
be filed with the statement, provided, however, that a power of attorney
for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)