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UNITED STATES |
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SECURITIES AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Platinum Underwriters Holdings, Ltd.
(Name of Issuer)
Common Shares, $0.01 par value per share
(Title of Class of Securities)
G7127P 10 0
(CUSIP Number)
Bruce A. Backberg
Senior Vice President
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7916
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 2004
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).
CUSIP No. G7127P 10 0 |
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
ý* |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ý* |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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* Group membership with Jay S. Fishman is disclaimed.
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This Amendment No. 1 to Schedule 13D hereby amends and supplements a Schedule 13D dated November 1, 2002 (the Original Statement) filed by and on behalf of The St. Paul Companies, Inc. (The St. Paul) with respect to the Common Shares, $0.01 par value per share (the Common Shares) of Platinum Underwriters Holdings, Ltd., a Bermuda corporation (Platinumt). The St. Paul is sometimes referred to herein as the Reporting Person.
Except as set forth below, there are no changes to the information in the Original Statement. All terms used, but not defined, in this Amendment No. 1 are as defined in the Original Statement.
Item 2. |
Identity and Background |
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The Reporting Person hereby provides the following
supplemental disclosure to this Item 2: |
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Item 4. |
Purpose of Transaction |
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The Reporting Person hereby adds the following
disclosure to this Item 4: |
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Item 7. |
Material to Be Filed as Exhibits |
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Exhibit A Information concerning Directors and Executive Officers of The St. Paul. |
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SIGNATURES
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.
March 25, 2004
THE ST. PAUL COMPANIES, INC. |
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By: |
/s/ Bruce A. Backberg |
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Bruce A. Backberg |
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Its: |
Senior Vice President |
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EXHIBIT INDEX
Exhibit |
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Description |
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Method of Filing |
A |
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Information concerning Directors and Executive Officers of The St. Paul |
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Filed herewith |
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Exhibit A
DIRECTORS AND EXECUTIVE OFFICERS OF
THE ST. PAUL COMPANIES, INC.
Name |
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Position with The St. Paul |
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Present Principal Occupation or Employment |
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Business Address |
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Shares of Select Platinum Beneficially Owned |
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Description of any Contract, Arrangement, Understanding or Relationship with Respect to Any Securities of Platinum |
Carolyn H. Byrd |
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Director |
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Chairman and Chief Executive Officer, Globaltech Financial |
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Globaltech Financial 2839 Paces Ferry Road, Suite 810 Atlanta, GA 30339 |
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0 |
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None |
John H. Dasburg |
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Director |
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Chairman and Chief Executive Officer, DHL Airways, Inc. |
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DHL Airways, Inc. Two S. Biscayne Blvd., Suite 3663 Miami, FL 33131 |
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0 |
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None |
Janet M. Dolan |
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Director |
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President and Chief Executive Officer, Tennant Company |
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Tennant Company 701 N. Lilac Drive Minneapolis, MN 55422 |
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0 |
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None |
Kenneth M. Duberstein |
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Director |
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Chairman and Chief Executive Officer, The Duberstein Group |
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The Duberstein Group 2100 Pennsylvania Ave. NW., Suite 500 Washington, DC 20037 |
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0 |
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None |
Jay S. Fishman |
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Chairman, President, CEO and Director |
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Chairman, President, CEO and Director of The St. Paul |
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385 Washington Street St. Paul, MN 55102 |
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16,334 (1) |
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(2) |
Lawrence G. Graev |
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Director |
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President & CEO, The GlenRock Group, LLC |
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The GlenRock Group, LLC Tower 56 126 East 56th Street New York, NY 10022 |
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0 |
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None |
Thomas R. Hodgson |
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Director |
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Former President and Chief Operating Officer, Abbott Laboratories |
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225 E. Deerpath Suite 222 Lake Forest, IL 60045 |
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0 |
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None |
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Name |
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Position with The St. Paul |
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Present Principal Occupation or Employment |
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Business Address |
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Shares of Select Platinum Beneficially Owned |
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Description of any Contract, Arrangement, Understanding or Relationship with Respect to Any Securities of Platinum |
William H. Kling |
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Director |
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President, Minnesota Public Radio, President, Minnesota Communications Group and President, Greenspring Company |
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Minnesota Public Radio 45 E. 7th Street St. Paul, MN 55101 |
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0 |
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None |
James A. Lawrence |
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Director |
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Executive Vice President & Chief Financial Officer, General Mills |
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General Mills One General Mills Blvd. Minneapolis, MN 55426 |
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0 |
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None |
John A. MacColl |
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Vice Chairman, General Counsel, and Director |
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Vice Chairman and General Counsel of The St. Paul |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
Glen D. Nelson |
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Director |
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Retired, formerly Vice Chairman, Medtronic, Inc. |
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301 Carlson Parkway, Suite 315 Minnetonka, MN 55305 |
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0 |
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None |
Gordon M. Sprenger |
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Director |
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Retired, formerly Chief Executive Officer, Allina Health Systems, Inc. |
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Abbott Northwestern Hospital 800 E. 28th Street Rte 16500 Minneapolis, MN 55407 |
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0 |
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None |
Bruce A. Backberg |
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Senior Vice President & Corporate Secretary |
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Senior Vice President & Corporate Secretary of The St. Paul |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
Andy F. Bessette |
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Executive Vice President-Chief Administrative Officer |
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Executive Vice President-Chief Administrative Officer of The St. Paul |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
Thomas A. Bradley |
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Executive Vice President & Chief Financial Officer |
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Executive Vice President & Chief Financial Officer of The St. Paul |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
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Name |
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Position with The St. Paul |
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Present Principal Occupation or Employment |
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Business Address |
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Shares of Select Platinum Beneficially Owned |
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Description of any Contract, Arrangement, Understanding or Relationship with Respect to Any Securities of Platinum |
John P. Clifford, Jr. |
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Senior Vice President-Human Resources |
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Senior Vice President-Human Resources of The St. Paul |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
Laura L. Gagman |
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Vice President-Finance & Investor Relations |
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Vice President-Finance & Investor Relations of The St. Paul |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
William Heyman |
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Executive Vice President & Chief Investment Officer |
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Executive Vice President & Chief Investment Officer of The St. Paul |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
Samuel G. Liss |
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Executive Vice President-Business Development |
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Executive Vice President-Business Development of The St. Paul |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
T. Michael Miller |
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Executive Vice President-Specialty Commercial of F&M |
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Executive Vice President-Specialty Commercial of F&M |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
John Charles Tracy |
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Vice President-Corporate Controller |
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Vice President-Corporate Controller of The St. Paul |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
Kent D. Urness |
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Executive Vice President-International Insurance Operations of F&M |
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Executive Vice President-International Insurance Operations of F&M |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
Timothy M. Yessman |
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Executive Vice President-Claim of F&M |
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Executive Vice President-Claim of F&M |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
Marita Zuraitis |
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Executive Vice President-Commercial Lines of F&M |
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Executive Vice President-Commercial Lines of F&M |
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385 Washington Street St. Paul, MN 55102 |
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0 |
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None |
(1) Includes 8,334 Common Shares issuable upon exercise of stock options.
(2) As a non-employee director of Platinum, Mr. Fishman has been granted a ten-year option to purchase, at the initial public offering price, up to 25,000 Common Shares, vesting in three equal installments on each of the first three anniversaries of the Public Offering.
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