SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Bristol West Holdings, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
11037M105
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(CUSIP Number of Class of Securities)
Jason L. Katz
4680 Wilshire Blvd.
Los Angeles, California 90010
(323) 932-3291
with a copy to:
Thomas M. Cerabino
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 2007
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(Date of Event which Requires
Filing of this Schedule)
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 ss.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 Rule 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).
SCHEDULE 13D
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CUSIP No. 11037M105 Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farmers Group, Inc.
95-0725935
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 12,434,318 (1)
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
12,434,318 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2% (1)
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14 TYPE OF REPORTING PERSON*
CO
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(1) An aggregate of 12,434,318 shares of Bristol West Holdings, Inc. ("Issuer")
common stock are subject to the Voting Agreement, dated as of March 1, 2007
(the "Voting Agreement"), entered into by Farmers Group, Inc. ("Farmers"),
BWH Acquisition Company ("BWH Acquisition"), the Issuer and the beneficial
owners of such shares (as discussed in items 3 and 4 below). Farmers and
BWH Acquisition disclaim beneficial ownership of any shares of Issuer
common stock subject to the Voting Agreement. Based upon the 29,479,864
shares of Issuer common stock outstanding as of the close of business on
March 1, 2007 (as represented by Issuer in the Agreement and Plan of Merger
discussed in Items 3 and 4), the shares subject to the Voting Agreement
represent approximately 42.2% of the outstanding Issuer common stock.
SCHEDULE 13D
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CUSIP No. 11037M105 Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BWH Acquisition Company
20-8594186
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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
0
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 12,434,318 (1)
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
12,434,318 (1)
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2% (1)
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $0.01 per share
(the "Common Stock") of Bristol West Holdings, Inc., a Delaware corporation (the
"Issuer"), and is being filed pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The address of the
principal executive offices of the Issuer is 5701 Sterling Road, Davie, Florida
33314.
Item 2. Identity and Background.
This statement is being filed on behalf of Farmers Group, Inc., a Nevada
corporation ("Farmers"), and BWH Acquisition Company, a Delaware corporation and
a wholly-owned subsidiary of Farmers ("BWH Acquisition"). The address of the
principal business and principal office of Farmers and BWH Acquisition is 4680
Wilshire Blvd., Los Angeles, California 90010. Farmers' principal business is a
provider of insurance management services and a holding company. BWH Acquisition
Company does not conduct business and was formed for the purpose of consummating
the merger with the Issuer, as described in Item 4.
Attached hereto as Exhibit 1 is a list of all executive officers and
directors of Farmers and BWH Acquisition, including the principal business
address, the principal occupation or employment and the citizenship of each such
person.
During the last five years, none of Farmers, BWH Acquisition, nor, to the
best of their knowledge, any person named on Exhibit 1 (i) has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has 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.
Item 3. Source and Amount of Funds or Other Consideration.
Farmers, BWH Acquisition and the Issuer entered into an Agreement and Plan
of Merger, dated as of March 1, 2007 (the "Merger Agreement"), pursuant to which
BWH Acquisition will merge with and into the Issuer (the "Merger"), with the
Issuer as the surviving corporation (the "Surviving Corporation") and a
wholly-owned subsidiary of Farmers. Pursuant to the Merger Agreement, each
issued and outstanding share of the Common Stock will be converted into the
right to receive $22.50 in cash (the "Merger Consideration") following the
Merger. Farmers expects to fund the Merger Consideration using its cash on hand
and cash from certain of its affiliates.
Simultaneously with the execution of the Merger Agreement, Farmers, BWH
Acquisition and the Issuer entered into a Voting Agreement (the "Voting
Agreement") with two of the Issuer's stockholders, Bristol West Associates LLC
and Aurora Investments II LLC (each, a "Stockholder" and, collectively, the
"Stockholders"). Pursuant to the Voting Agreement, each
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Stockholder has agreed that until the termination of the Voting Agreement, such
Stockholder will vote all shares of Common Stock owned by such Stockholder in
favor of the approval and adoption of the Merger Agreement and the Merger (as
more fully described in Item 6 hereof).
The descriptions of the Merger Agreement and the Voting Agreement contained
in this Schedule 13D are qualified in their entirety by reference to such
agreements, copies of which appear as Exhibits 2 and 3 hereto, respectively.
Item 4. Purpose of Transaction.
The Voting Agreement was entered into to facilitate the consummation of the
transactions contemplated by the Merger Agreement.
Once the Merger is consummated, the separate existence of the Issuer will
cease, BWH Acquisition will be merged with and into the Issuer with the Issuer
continuing as the Surviving Corporation and a wholly-owned subsidiary of
Farmers. As a result of the Merger, all issued and outstanding shares of Common
Stock will be automatically converted into the right to receive the Merger
Consideration.
The Merger Agreement provides that the initial directors of the Surviving
Corporation will consist of the directors of BWH Acquisition immediately prior
to the Merger. The initial officers of the Surviving Corporation will be the
officers of the Issuer, other than those officers who BWH Acquisition determines
shall not remain as officers of the Surviving Corporation. Upon consummation of
the Merger, the Bylaws of BWH Acquisition, as in effect immediately prior to the
Merger, shall be the Bylaws of the Surviving Corporation until thereafter
amended.
Farmers intends to enter into an agreement to sell, following the
consummation of the Merger, the underlying insurance business of the Issuer to
the Farmers Exchanges, which Farmers manages but does not own.
If the Merger is consummated as planned, the Common Stock will be
deregistered under the Exchange Act and delisted from the New York Stock
Exchange.
Except as indicated in this Schedule 13D or the exhibits hereto, Farmers
and BWH Acquisition currently have no specific plans or proposals that relate to
or would result in any of the matters described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of March 1, 2007, 12,434,318 shares of Common Stock, or
42.2% of the issued and outstanding shares of Common Stock, were subject to the
Voting Agreement (the "Voting Agreement Shares"). By virtue of the Voting
Agreement, Farmers and BWH Acquisition may be deemed to share with the
Stockholders the power to vote or direct the voting of the Voting Agreement
Shares. However, Farmers and BWH Acquisition are not entitled to any other
rights as a stockholder of the Issuer as to the Voting Agreement Shares, and
does not have any right to dispose or direct the disposition of the Voting
Agreement Shares, except for the restrictions described in Item 6 hereof.
Pursuant to Rule 13d-4 of the Exchange Act, Farmers and BWH
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Acquisition hereby state that this Schedule 13D shall not be deemed an admission
that Farmers or BWH Acquisition are, for the purposes of Section 13(d) of the
Exchange Act, the beneficial owners of any equity securities of the Issuer, and
Farmers and BWH Acquisition expressly disclaim beneficial ownership of the
Voting Agreement Shares.
(c) None of Farmers, BWH Acquisition, nor, to the best of their knowledge,
any person named in Exhibit 1, has affected any transaction in the Common Stock
during the past 60 days.
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
On March 1, 2007, Farmers, BWH Acquisition and the Issuer entered into the
Merger Agreement, as more fully described in Items 3 and 4 above.
Also on March 1, 2007, Farmers, BWH Acquisition and the Issuer entered into
the Voting Agreement with the Stockholders. Under the terms of the Voting
Agreement, each Stockholder agreed that until the termination of the Voting
Agreement, at any meeting of the stockholders of the Issuer, however called,
such Stockholder will (x) appear at such meeting of the stockholders of the
Issuer or otherwise cause all of the shares of Common Stock subject to the
Voting Agreement (the "Subject Shares") of such Stockholder to be counted as
present thereat for purposes of calculating a quorum and respond to any other
request by the Issuer for written consent, if any, and (y) vote (or caused to be
voted) the Subject Shares of such Stockholder (i) in favor of the adoption and
approval of the Merger Agreement and the Merger and the approval of the terms
thereof and each of the other actions contemplated by the Merger Agreement and
the Voting Agreement and (i) except as otherwise agreed to in writing in advance
by Farmers, against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement): (A) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Issuer or its subsidiaries; (B) a sale, lease or
transfer of a material amount of assets of the Issuer or its subsidiaries, or a
reorganization, recapitalization, dissolution or liquidation of the Issuer or
its subsidiaries; (C) any other action involving the Issuer or its subsidiaries
which has the effect of impeding, interfering with, delaying, postponing, or
impairing (I) the ability o the Issuer to consummate the Merger or (II) the
transactions contemplated by the Voting Agreement and the Merger Agreement or
(D) against any action or agreement that would reasonably be expected to result
in any condition to the Merger Agreement not being fulfilled; provided, that
after the board of directors of the Issuer or any committee thereof either (a)
withholds, withdraws, qualifies or modifies (or publicly proposes or resolves to
withhold, withdraw, qualify or modify), in a manner adverse to Farmers and BWH
Acquisition, the Issuer's recommendation with respect to the Merger or (b)
recommends, adopts or approves, or proposes publicly to recommend, adopt or
approve any alternative acquisition proposal, then each Stockholder's obligation
to vote pursuant to the Voting Agreement shall be limited to fifty percent (50%)
of such Stockholder's Subject Shares.
Pursuant to the Voting Agreement, and subject to the terms and conditions
contained therein, each Stockholder has, in the event that such Stockholder
fails to fulfill its obligations set forth in the preceding paragraph, also
granted to Farmers and any designee of Farmers a power of
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attorney until the termination of the Voting Agreement to execute and deliver an
irrevocable proxy constituting and appointing Farmers such Stockholder's true
and lawful attorney and proxy to vote all of the Subject Shares of such
Stockholder in a manner consistent with the preceding paragraph.
Pursuant to the Voting Agreement, and subject to the terms and conditions
contained therein, each Stockholder has agreed that, until the termination of
the Voting Agreement, such Stockholder shall not, directly or indirectly,
without the prior written consent of Farmers, (i) sell, transfer, pledge,
encumber, assign, tender, hypothecate or otherwise dispose of (collectively,
"Transfer") any Subject Shares owned by such Stockholder, enforce or permit the
execution of the provisions of any redemption agreement with the Issuer or enter
into any contract, option or other arrangement or understanding with respect to
the Transfer of such Subject Shares, (ii) deposit any Subject Shares owned by
such Stockholder into a voting trust or enter into a voting agreement or
arrangement with respect to such Subject Shares or grant any proxy or power of
attorney with respect thereto that is inconsistent with the Voting Agreement, or
(iii) take any action that would make any representation or warranty of such
Stockholder contained in the Voting Agreement untrue or incorrect or have the
effect of impairing, preventing or disabling the Stockholder from performing
such Stockholder's obligations under the Voting Agreement.
Except as described in this Schedule 13D, none of Farmers, BWH Acquisition
nor, to the best of their knowledge, any executive officer or director thereof,
has any other contracts, arrangements, understandings or relationships with any
persons with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
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Exhibit Description
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1 Information Concerning Executive Officers and Directors of
Farmers Group, Inc. and BWH Acquisition Company (filed herewith).
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2 Agreement and Plan of Merger, dated as of March 1, 2007, by and
among Bristol West Holdings, Inc., Farmers Group, Inc. and BWH
Acquisition Company (incorporated herein by reference to
Exhibit 2.1 of the Current Report on Form 8-K filed by Bristol
West Holdings, Inc. on March 7, 2007).
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3 Voting Agreement, dated as of March 1, 2007, by and among Farmers
Group, Inc., BWH Acquisition Company, Bristol West Holdings,
Inc., and the several stockholders party thereto (incorporated
herein by reference to Exhibit 99.1 of the Current Report on
Form 8-K filed by Bristol West Holdings, Inc. on March 7, 2007).
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7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 12, 2007
FARMERS GROUP, INC.
By: /s/ Paul N. Hopkins
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Name: Paul N. Hopkins
Title: Chief Executive Officer
BWH ACQUISITION COMPANY
By: /s/ Pierre Wauthier
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Name: Pierre Wauthier
Title: Vice President