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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 6)*
ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
(f/k/a PXRE GROUP LTD.)
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(Name of Issuer)
COMMON SHARES, PAR VALUE $1.00
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(Title of Class of Securities)
G73018106
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(CUSIP Number)
RESERVOIR CAPITAL PARTNERS, L.P.
RESERVOIR CAPITAL MASTER FUND, L.P.
RESERVOIR CAPITAL MASTER FUND II, L.P.
RESERVOIR CAPITAL INVESTMENT PARTNERS, L.P.
RCGM, LLC (f/k/a RESERVOIR CAPITAL MANAGEMENT, L.L.C.)
RESERVOIR CAPITAL GROUP, L.L.C.
RESERVOIR MASTER FUND, L.P.
RESERVOIR PCA FUND (CAYMAN), L.P.
RMF GP, LLC
Craig A. Huff
c/o Reservoir Capital Group, L.L.C.
650 Madison Avenue, 26th Floor
New York, New York 10022
Attention: General Counsel
(212) 610-9000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 7, 2007
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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.ss.240.13d-l(e), 240.13d-l(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 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).
(Continued on the following pages)
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Reservoir Capital Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
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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 Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 422,755(1)
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
422,755(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
422,755
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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(1) Includes (i) 217,908 Common Shares, par value $1.00 per share ("Common
Shares") issued upon conversion of 1,359.749 Series B Convertible Voting
Preferred Shares, par value $1.00 per share (the "Series B Preferred
Shares") and (ii) 204,847 Common Shares issued upon conversion of an equal
number of Class B Convertible Voting Common Shares, par value $1.00 per
share ("Convertible Common Shares") held by Reservoir Capital Partners,
L.P. ("Reservoir Partners"), in each case after giving effect to a reverse
stock split of 1:10 that was effective August 7, 2007 (the "Reverse Stock
Split"). All Series B Preferred Shares beneficially owned by the Reporting
Persons were converted to Common Shares at a conversion price of $6.24 per
share, according to the terms of the Conversion Agreement (as defined in
Item 3).
2
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Reservoir Capital Master Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
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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 Cayman Islands
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 64,476 (1)
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
64,476 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,476
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1. Includes (i) 36,657 Common Shares issued upon conversion of 228.743 Series
B Preferred Shares and (ii) 27,819 Common Shares issued upon conversion of
an equal number of Convertible Common Shares held by Reservoir Capital
Master Fund, L.P. ("Reservoir Capital Master Fund"), in each case after
giving effect to the Reverse Stock Split. All Series B Preferred Shares
beneficially owned by the Reporting Persons were converted to Common Shares
at a conversion price of $6.24 per share, according to the terms of the
Conversion Agreement.
3
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Reservoir Capital Master Fund II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 17,581 (1)
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
17,581 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,581
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1. Includes 1,7581 Common Shares issued upon conversion of an equal number of
Convertible Common Shares held by Reservoir Capital Master Fund II, L.P.
("Reservoir Capital Master Fund II"), after giving effect to the Reverse
Stock Split.
4
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Reservoir Capital Master Investment Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 89,654 (1)
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
89,654 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,654
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1. Includes 89,654 Common Shares issued upon conversion of an equal number of
Convertible Common Shares held by Reservoir Capital Investment Partners,
L.P. ("Reservoir Investment"), after giving effect to the Reverse Stock
Split.
5
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
RCGM, LLC (f/k/a Reservoir Capital Management, L.L.C.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 613,403 (1)
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
613,403 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
613,403
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
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1. Includes (i) 217,908 and 36,657 Common Shares issued upon conversion of
1,359.749 and 228.743 Series B Preferred Shares held by Reservoir Partners
and Reservoir Capital Master Fund, respectively; (ii) 204,840, 27,817,
17,581 and 89,654 Common Shares issued upon conversion of an equal number
of Convertible Common Shares held by Reservoir Partners, Reservoir Capital
Master Fund, Reservoir Capital Master Fund II and Reservoir Investment,
respectively; (iii) 1,200 Common Shares held by Reservoir Group, (iv)
15,035 Common Shares held by Reservoir Master Fund and (v) options
exercisable within the 60 days to purchase 1,857 and 843 Common Shares held
by Reservoir Group and Craig A. Huff, respectively; in each case after
giving effect to the Reverse Stock Split. All Series B Preferred Shares
beneficially owned by the Reporting Persons were converted to Common Shares
at a conversion price of $6.24 per share, according to the terms of the
Conversion Agreement.
6
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Reservoir Capital Group, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK 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 8 SHARED VOTING POWER
EACH
REPORTING 613,403 (1)
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
613,403 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
613,403
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
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1. Includes (i) 217,908 and 36,657 Common Shares issued upon conversion of
1,359.749 and 228.743 Series B Preferred Shares held by Reservoir Partners
and Reservoir Capital Master Fund, respectively; (ii) 204,840, 27,817,
17,581 and 89,654 Common Shares issued upon conversion of an equal number
of Convertible Common Shares held by Reservoir Partners, Reservoir Capital
Master Fund, Reservoir Capital Master Fund II and Reservoir Investment,
respectively; (iii) 1,200 Common Shares held by Reservoir Group, (iv)
15,035 Common Shares held by Reservoir Master Fund and (v) options
exercisable within the 60 days to purchase 1,857 and 843 Common Shares held
by Reservoir Group and Craig A. Huff, respectively; in each case after
giving effect to the Reverse Stock Split. All Series B Preferred Shares
beneficially owned by the Reporting Persons were converted to Common Shares
at a conversion price of $6.24 per share, according to the terms of the
Conversion Agreement.
7
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Reservoir Master Fund, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 15,035 (1)
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
15,035 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,035
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less thatn 0.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
1. Includes 15,035 Common Shares initially held by Reservoir Master Fund, L.P.
("Reservoir Master Fund") after giving effect to the Reverse Stock Split.
8
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Reservoir PCA Fund (Cayman), L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 15,035 (1)
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
15,035 (1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,035
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
1. Includes 15,035 Common Shares held by Reservoir Master Fund after giving
effect to the Reverse Stock Split.
9
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
RMF GP, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK 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 8 SHARED VOTING POWER
EACH
REPORTING 15,035 (1)
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
15,035 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,035 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
--------------------------------------------------------------------------------
1. Includes 15,035 Common Shares held by Reservoir Master Fund after giving
effect to the Reverse Stock Split.
10
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
CRAIG A. HUFF
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(SEE INSTRUCTIONS) (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES BENEFICIALLY -------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 843 (1)
PERSON -------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------
10 SHARED DISPOSITIVE POWER
843 (1)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
843
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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1. Includes options exercisable within 60 days to purchase 843 Common Shares
held by Craig A. Huff.
11
This Amendment No. 6 (the "Amendment No. 6") amends the Statement on
Schedule 13D, dated December 20, 2001, filed by Capital Z Financial Services
Fund II, L.P., a Bermuda limited partnership ("Capital Z Fund II"), Capital Z
Financial Services Private Fund II, L.P., a Bermuda limited partnership
("Capital Z Private Fund II"), Capital Z Partners, L.P., a Bermuda limited
partnership ("Capital Z L.P."), and Capital Z Partners, Ltd., a Bermuda
corporation ("Capital Z Ltd.", and together with Capital Z Fund II, Capital Z
Private Fund II and Capital Z L.P., the "Initial Capital Z Reporting Persons"),
Reservoir Capital Master Fund, L.P., a Cayman Islands limited partnership
("Reservoir Capital Master Fund"), Reservoir Capital Partners, L.P., a Delaware
limited partnership ("Reservoir Partners"), Reservoir Capital Group, L.L.C., a
Delaware limited partnership ("Reservoir Group"), Reservoir Capital Management,
L.L.C., a Delaware limited liability company (n/k/a RCGM, LLC) ("RCGM"), and
Reservoir Capital Associates, L.P., a Delaware limited partnership ("Reservoir
Associates", and together with Reservoir Capital Master Fund, Reservoir
Partners, Reservoir Group and RCGM, the "Initial Reservoir Reporting Persons"),
and Richard E. Rainwater, an individual ("Rainwater"), as amended by Amendment
No. 1 on Schedule 13D, dated July 15, 2002, filed by the Initial Capital Z
Reporting Persons, the Initial Reservoir Reporting Persons and RER Reinsurance
Holdings, L.P., a Texas limited partnership ("RER"), and Amendment No. 2 on
Schedule 13D, filed on December 13, 2004 ("Amendment No. 2"), and Amendment No.
3 on Schedule 13D, filed on April 8, 2005, each filed by the Initial Reservoir
Reporting Persons (other than Reservoir Associates), RER and Rainwater, and
Amendment No. 4 on Schedule 13D, filed on October 11, 2005, filed by the Initial
Reservoir Reporting Persons (other than Reservoir Associates), Reservoir Capital
Master Fund II, L.P., a Cayman Islands limited partnership ("Reservoir Capital
Master Fund II"), Reservoir Capital Investment Partners, L.P., a Delaware
limited partnership ("Reservoir Investment"), Reservoir Master Fund, L.P., a
Delaware limited partnership ("Reservoir Master Fund"), Reservoir PCA Fund,
L.P., a Delaware limited partnership ("Reservoir PCA") and RMF GP, LLC, a
Delaware limited liability company ("RMF GP", and together with the Initial
Reservoir Reporting Persons (other than Reservoir Associates), Reservoir Capital
Master Fund II, Reservoir Investment, Reservoir Master Fund and Reservoir PCA,
the "Amendment No. 5 Reporting Persons"), and Amendment No. 5 on Schedule 13D,
filed on November 23, 2005, filed by the Amendment No. 5 Reporting Persons (the
Schedule 13D as so amended, the "Initial Statement on Schedule 13D"). This
Amendment No. 6 is being filed by the Amendment No. 5 Reporting Persons (other
than Reservoir PCA), Reservoir PCA Fund (Cayman), L.P., a Cayman Islands Limited
Partnership ("Reservoir PCA (Cayman)" and Craig A. Huff, the Co-Chief Executive
Officer of RCGM and Reservoir Group (together with the Amendment No. 5
Reporting Persons (other than Reservoir PCA) and the Reservoir Group, the
"Reporting Persons"). Reservoir Associates was liquidated prior to the date of
the event which required the filing of Amendment No. 2 and its assets were
contributed to Reservoir Partners. Reservoir PCA has been liquidated as of
January 1, 2007 and its assets were contributed to Reservoir PCA (Cayman) (see
Item 2). Capitalized terms used in this Amendment No. 6 without definition have
the meanings ascribed to them in the Initial Statement on Schedule 13D.
This Amendment No. 6 incorporates by reference all of the information
contained in the Initial Statement on Schedule 13D except to the extent that the
information contained herein amends and supplements the information contained on
the Initial Statement on Schedule 13D, in particular by reflecting the
conversion of Convertible Common Shares and Series B Preferred Shares into
Common Shares as contemplated by the Conversion Agreement and Merger Agreement
and the related Reverse Stock Split (each as herein defined).
12
Item 1. SECURITY AND ISSUER
Item 1 is hereby amended and supplemented by the addition of the
following:
The Company's name has been changed from "PXRE Group Ltd." to "Argonaut
Group International Holdings, Ltd." according to the terms of an agreement and
plan of merger (the "Merger Agreement"), entered into by the Company, PXMS Inc.,
a wholly-owned subsidiary of the Company ("Merger Sub"), and Argonaut Group,
Inc. ("Argonaut") on March 14, 2007, under which Merger Sub would merge with and
into Argonaut, with Argonaut continuing after the merger as the surviving
corporation and a wholly-owned subsidiary of the Company (the "Merger").
Pursuant to the Merger, shareholders of Argonaut received approximately
224,236,600 Common Shares in exchange for 34,583,066 shares of common stock of
Argonaut.
Item 2. IDENTITY AND BACKGROUND
As of January 1, 2007, the assets of Reservoir PCA, which was
previously the sole member of RMF GP and a reporting person in the Initial
Statement on Schedule 13D, had been contributed to Reservoir PCA (Cayman), and
Reservoir PCA was subsequently liquidated. As a result of the foregoing
restructuring, Reservoir PCA (Cayman) is now the managing member of RMF GP. The
general partner of Reservoir PCA (Cayman) is Reservoir Group.
As a result of the foregoing, Item 2 is hereby amended and restated as
follows:
Information regarding the control persons and executive officers of the
Reporting Persons is set forth on Schedule I attached hereto, which Schedule is
hereby incorporated by reference. Except as set forth on Schedule I, all such
persons are citizens of the United States.
The principal business address of each Reporting Person is 650 Madison
Avenue, 26th Floor, New York, New York 10022.
None of the entities or persons identified on Schedule I hereto has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). None of the Reporting Persons has
been convicted in a criminal proceeding during the last 5 years.
None of the entities or persons identified on Schedule I hereto 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. None
of the Reporting Persons has, during the last 5 years, been a party to any civil
proceeding as a result of which he or it was 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
violations with respect to such laws.
13
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented by the addition of the
following:
Under the terms of the PXRE Group Ltd. Director Stock Plan (the
"Director Stock Plan"), each non-employee director of the Company received 250
restricted Common Shares and 357 options to purchase Common Shares (in each
case after giving effect to the Reverse Stock Split) on the date of the
Company's annual general meeting on May 9, 2006. The restriction period relating
to the restricted Common Shares lapsed as a result of the Merger under the terms
of the Plan.
Under the terms of the PXRE Group Ltd. Non-Employee Director Deferred
Stock Plan (the "Deferred Stock Plan" and together with the Director Stock Plan,
the "Plans"), each non-employee director received a grant of 200 Common Shares
(after giving effect to the Reverse Stock Split) on August 7, 2007 under the
terms of the Deferred Stock Plan.
The Plans permit certain directors to cause any options of restricted
Common Shares to be granted directly to their employers (or to affiliates of
their employers) subject to the same terms and conditions under the Plan as
would apply if the director had retained such Common Shares personally.
Reservoir Group is the employer of Craig A. Huff and has designated Mr. Huff to
be its representative on the board of directors of the Company. As a result of
the foregoing transactions, Mr. Huff was granted an aggregate of 450 Common
Shares and options exercisable within 60 days to purchase 357 Common Shares and
has caused such Common Shares and options to be granted directly to Reservoir
Group. Mr. Huff was previously granted, in 2002 and 2003, options exercisable
within 60 days to purchase an aggregate of 843 Common Shares (after giving
effect to the Reverse Stock Split). Mr. Huff holds these options solely for the
benefit of his employer, Reservoir Group. Mr. Huff disclaims beneficial
ownership of the reported options except to the extent of his pecuniary interest
therein, and the inclusion of such options in this report shall not be deemed an
admission of beneficial ownership of such reported options for any purpose. Mr.
Huff resigned from the board of directors of the Company as of the effective
time of the Merger.
According to the terms of the Merger Agreement, the Common Shares would
be reduced pursuant to a 1 for 10 reverse stock split (the "Reverse Stock
Split") as a result of the Merger. On March 14, 2007, in connection with the
execution of the Merger Agreement, the Company, Argonaut, the holders of the
convertible preferred shares of the Company (the "Preferred Shareholders") and
the holders of the convertible common shares of the Company (the "Convertible
Common Shareholders" and, together with the Preferred Shareholders, the
"Stockholders"), including the Reporting Persons (other than Reservoir Master
Fund, Reservoir PCA (Cayman) and RMF GP, LLC) entered into a Voting and
Conversion Agreement (the "Conversion Agreement"). Pursuant to the Conversion
Agreement, the Stockholders agreed, among other things, to vote in favor of the
Merger and the transactions contemplated thereby and the Company agreed to
reduce the conversion price of the convertible preferred shares of the Company,
including the Series B convertible voting preferred shares, par value $1.00 per
share ("Series B Preferred Shares"), from $11.28 to $6.24 per convertible
preferred share. The parties agreed that the convertible preferred shares and
convertible common shares would be converted into Common Shares immediately
prior to the Merger.
14
As a result of the consummation of the Merger on August 7, 2007, the
Series B Preferred Shares and the Convertible Common Shares held by the
Reporting Persons were converted into Common Shares and subsequently reduced
pursuant to the Reverse Stock Split.
The aforementioned conversion of securities was automatically effected
by the terms of the Merger Agreement and Conversion Agreement and did not
involve any receipt or payment of funds by any Reporting Person.
References to and descriptions of the agreements and transactions as
set forth in this Item 3 may not be complete and are qualified in their entirety
by reference to the Merger Agreement and Conversion Agreement which are attached
as EXHIBITS 2, and 3 and are each incorporated in their entirety in this Item 3.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by the addition of the
following:
As a result of the conversion of all the Series B Preferred Shares held
by the Reporting Persons into Common Shares as a result of the Merger, the
Reporting Persons no longer retain the right have representation on the Board of
Directors. Effective as of the consummation of the Merger, Mr. Huff resigned as
a member of the board of directors of the Company.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented by the addition of the
following:
(a) - (b)
The information on the cover pages is incorporated herein by reference.
All calculations made herein are made in accordance with Rule 13d-3(d)
of the Securities Exchange Act of 1934, as amended, and based on 30,612,245
Common Shares outstanding, which consists of, after giving effect to a reverse
stock split of 1:10 (the "Reverse Stock Split") as a result of the Merger, (i)
22,423,659 Common Shares, the approximate amount of Common Shares issued in
exchange for Argonaut common stock as a result of the Merger, based on a ratio
of 0.6484 Common Shares for each of the 34,583,066 shares of Argonaut common
stock outstanding at June 30, 2007 (as disclosed by the Company in its Current
Report on Form 8-K, dated August 7, 2007); (ii) 7,256,984 Commons Shares,
representing the total number of Common Shares and Convertible Common Shares
(which were exchangeable for Common Shares as a result of the Merger) of the
Company outstanding as of August 2, 2007 (as disclosed by the Company in its
Quarterly Report on Form 10-Q dated August 2, 2007); and (iii) 931,602 Common
Shares issued upon the conversion of 5,813.2 Convertible Preferred Shares
outstanding as of June 4, 2007 (as disclosed by the Company in its Registration
Statement on Form S-4/A dated June 18, 2007) as a result of the Merger at a
conversion price of $6.24, in accordance with the terms of the Conversion
Agreement.
Each Reporting Person may, as a result of the transactions described in
the Initial Statement on Schedule 13D, be deemed to beneficially own, before
15
giving effect to the Reverse Stock Split, 6,134,033 Common Shares by virtue of
Reservoir Partner's and Reservoir Capital Master Fund's ownership of 2,179,084
and 366,575 Common Shares, respectively, issued upon conversion of 1,359.749 and
228.743 Series B Preferred Shares (based on the conversion of all Series B
Preferred Shares held by such reporting persons at a conversion price of $6.24,
in accordance with the terms of the Conversion Agreement); 2,048,470, 278,187,
175,818 and 896,545 Common Shares issued upon conversion of an equal number of
Convertible Common Shares held by Reservoir Partners, Reservoir Capital Master
Fund, Reservoir Capital Master Fund II and Reservoir Investment, respectively;
12,000 Common Shares held by Reservoir Group; 150,350 Common Shares held by
Reservoir Master Fund; and options exercisable within the 60 days to purchase
18,574 and 8,430 Common Shares that are held by Reservoir Group and Mr. Huff,
respectively. Each of the Reporting Persons may have the shared power to vote or
direct the vote, and to dispose or to direct the disposition, of such shares.
After giving effect to the Reverse Stock Split, each Reporting Person may, as a
result of the transactions described in this Amendment No. 6, be deemed to
beneficially own 613,403 Common Shares. Such shares represent, in the aggregate,
approximately 2.0% of the outstanding total Common Shares.
(c) See Item 3 above.
(d) None.
(e) The Reporting Persons ceased to be the beneficial owner of more
than five percent of the Common Shares as of August 7, 2007, after giving effect
to the transactions described in this Amendment No. 6.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented by the addition of the
following:
The information in Item 3 above with respect to the Conversion
Agreement is incorporated by reference herein.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement, dated August 15, 2007, by and among
Reservoir Capital Partners, L.P., Reservoir Capital Master Fund, L.P., Reservoir
Capital Master Fund II, L.P., Reservoir Capital Investment Partners, L.P., RCGM,
LLC, Reservoir Capital Group, L.L.C., Reservoir Master Fund, L.P., Reservoir PCA
Fund (Cayman), L.P. and RMF GP, LLC.
2. Agreement and Plan of Merger, dated as of March 14, 2007, by and
among PXRE Group Ltd., PXMS Inc. and Argonaut Group, Inc., as amended and
restated as of June 8, 2007 (incorporated by reference to Annex A of the
Company's Amendment No. 2 to its Registration Statement on Form S-4 filed on
June 18, 2007).
3. Voting and Conversion Agreement, dated as of March 14, 2007, by and
among PXRE Group Ltd., Argonaut Group, Inc., Capital Z Financial Services Fund
16
II, L.P., Capital Z Financial Services Private Fund II, L.P., CapZ PXRE
Holdings, LLC, CapZ PXRE Holdings Private, LLC, Capital Z Management, LLC,
Reservoir Capital Master Fund II, L.P., Reservoir Capital Master Fund II, L.P.,
Reservoir Capital Partners, L.P., Reservoir Capital Investment Partners, L.P.,
Reservoir Capital Group, L.L.C., RER Reinsurance Holdings, L.P. and Robert
Stavis (incorporated by reference to Annex D of the Company's Amendment No. 2 to
its Registration Statement on Form S-4 filed on June 18, 2007).
17
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.
Date: August 15, 2007
RESERVOIR CAPITAL GROUP, L.L.C.
By: /s/ Celia Felsher
----------------------------------
Celia Felsher
General Counsel
RESERVOIR CAPITAL PARTNERS, L.P.
By: Reservoir Capital Group, L.L.C.,
its sole general partner
By: /s/ Celia Felsher
----------------------------------
Celia Felsher
General Counsel
RESERVOIR CAPITAL MASTER FUND, L.P.
By: Reservoir Capital Group, L.L.C.,
its sole general partner
By: /s/ Celia Felsher
----------------------------------
Celia Felsher
General Counsel
RESERVOIR CAPITAL MASTER FUND II, L.P.
By: Reservoir Capital Group, L.L.C.,
its sole general partner
By: /s/ Celia Felsher
----------------------------------
Celia Felsher
General Counsel
RESERVOIR CAPITAL INVESTMENT PARTNERS,
L.P.
By: Reservoir Capital Group, L.L.C.,
its sole general partner
By: /s/ Celia Felsher
----------------------------------
Celia Felsher
General Counsel
RCGM, LLC (f/k/a RESERVOIR CAPITAL
MANAGEMENT, L.L.C.)
By: /s/ Celia Felsher
----------------------------------
Celia Felsher
General Counsel
RESERVOIR MASTER FUND, L.P.
By: RMG GP, LLC, its sole general
partner
By: Reservoir PCA Fund (Cayman), L.P.,
its sole managing member
By: Reservoir Capital Group, L.L.C.,
its sole general partner
By: /s/ Celia Felsher
----------------------------------
Celia Felsher
General Counsel
RESERVOIR PCA FUND (CAYMAN), L.P.
By: Reservoir Capital Group, L.L.C.,
its sole general partner
By: /s/ Celia Felsher
----------------------------------
Celia Felsher
General Counsel
RMF GP, LLC
By: Reservoir PCA Fund (Cayman), L.P.,
its sole managing member
By: Reservoir Capital Group, L.L.C.,
its sole general partner
By: /s/ Celia Felsher
----------------------------------
Celia Felsher
General Counsel
By: /s/ Craig A. Huff
----------------------------------
Craif A. Huff
Schedule I
Control Persons and Executive Officers of the Reporting Persons
The names, present principal occupations and business addresses of the
control persons and executive officers of RCGM and Reservoir Group are set forth
below. The control person's or executive officer's business address is that of
the Reporting Person. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to the Reporting Person. Each of the named
individuals is a citizen of the United States of America. Reservoir Group is the
general partner and control person of Reservoir Partners, Reservoir Capital
Master Fund, Reservoir Capital Master Fund II, Reservoir Investment and
Reservoir PCA (Cayman). Reservoir PCA (Cayman) is the managing member and
control peson of RMF GP, which is in turn the general partner and control person
of Reservoir Master Fund. Craig A. Huff is the Co-Chief Executive Officer of
RCGM and Reservoir Group.
RCGM, LLC (f/k/a Reservoir Capital
Management, L.L.C.), Managing Member of
Reservoir Capital Group, L.L.C.
Daniel H. Stern
Co-Chief Executive Officer
Craig A. Huff
Co-Chief Executive Officer
Harlan B. Korenvaes
Senior Managing Member
Celia A. Felsher
General Counsel
RESERVOIR CAPITAL GROUP, L.L.C.
Daniel H. Stern
Co-Chief Executive Officer
Craig A. Huff
Co-Chief Executive Officer
Harlan B. Korenvaes
Senior Managing Member
Celia A. Felsher
General Counsel
EXHIBIT INDEX
1. Joint Filing Agreement, dated August 15, 2007, by and among
Reservoir Capital Partners, L.P., Reservoir Capital Master Fund, L.P., Reservoir
Capital Master Fund II, L.P., Reservoir Capital Investment Partners, L.P., RCGM,
LLC (f/k/a Reservoir Capital Management, L.L.C.), Reservoir Capital Group,
L.L.C., Reservoir Master Fund, L.P., Reservoir PCA Fund (Cayman), L.P., RMF GP,
LLC., and Craig A. Huff.