WSR 99-07-058


[ Filed March 16, 1999, 3:38 p.m. ]

In the Matter of the Acquisition)No. G 99 - 10

TO:John Dembeck

Debevoise & Plimpton

875 Third Avenue

New York, New York 10022

Ajit Jain, President

Berkshire Hathaway Group

100 First Stamford Place

Stamford, Connecticut 06902

Michael H. Studley

Vice President and Counsel

John Hancock Mutual Life Insurance Company

Post Office Box 111

Boston, Massachusetts 02118

Richards D. Barger

Barger & Wolen

530 West 6th Street, Ninth Floor

Los Angeles, California 90014

Robert L. Barclay, Managing Director

Dukes Place Holdings, L.P.

Eastgate House

40 Dukes Place

London EC3A 7LP

Unigard Security Insurance Company (USIC) is a Washington domestic insurance company. It is a subsidiary of John Hancock Property and Casualty Holding Company. The ultimate controlling person of USIC is John Hancock Mutual Life Insurance Company.

Dukes Place Holdings, L.P. is a limited partnership organized under the laws of Bermuda. Its administrative offices are located in London, England. Dukes Place Holdings, L.P. currently invests in insurance and reinsurance companies who are in run-off. DP Holdings LLC is a limited liability company organized under the laws of Delaware and holds 99% of interests in Dukes Place Holdings, L.P. Dukes Place Holdings L.P. proposes to acquire all of the common stock and preferred stock of USIC from John Hancock Property and Casualty Holding Company.

Eastgate, Inc., a Delaware corporation, has contracted to manage the run-off of USIC. Eastgate, Inc. is an indirect wholly-owned subsidiary of Eastgate Group Limited. Eastgate Group Limited's administrative offices are located in London, England.

If Dukes Place Holdings, L.P. is successful in securing approval to acquire USIC, and in purchasing sufficient stock to control the company, it is contemplated USIC will purchase $343 million in reinsurance coverage from National Indemnity Company, a property and casualty insurance company who holds a Washington Certificate of Authority.

Greenwich Street Capital Partners II, L.P. is a private investment fund. It is organized as a limited partnership under the laws of Delaware. Greenwich Street Capital Partners II, L.P. holds 92.3% of the interests of DP Holdings LLC and 1% of each of Dukes Place Holdings L.P. and Dukes Place Holding LLC. The limited partners of Greenwich Street Capital Partners II, L.P. will fund the acquisition of control of USIC.

The acquisition of a domestic Washington insurance company is controlled by Chapter 48.31B RCW. Pursuant to RCW 48.31B.015 and WAC 284-18-910, a Form "A" submission was made by the applicants. The Form "A" was deemed complete March 10, 1999. The determination that the Form "A" was complete begins the 60 day period within which the Insurance Commissioner must hold a hearing and decide whether to approve the change of control of the company.

YOU ARE HEREBY NOTIFIED that a hearing will be held commencing Friday, March 26, 1999, at 10:00 a.m. in the 2nd Floor Conference Room at 420 Golf Club Road, Lacey, Washington 98503, to consider the proposed acquisition of USIC.

The hearing will be held under the authority granted the Commissioner by Chapter 48.04 RCW and RCW 48.31B.015. RCW 48.31B.015 lists the findings which must be made before approval can be given to any proposed acquisition of control over a Washington domestic insurer.

The basic facts relied upon are those set forth in the Form "A" filed with the Commissioner. The complete Form "A" will be made part of the record of the hearing.

The Commissioner has not taken, and will not take, any position on this matter prior to entry of the hearing order.

All parties may be represented at the hearing. They may examine witnesses and fully respond and present evidence and argument on all issues involved, as required by the Administrative Procedure Act. The hearing will be governed by the Administrative Procedure Act, Chapter 34.05 RCW, and the model rules of procedure contained in Chapter 10-08 WAC. A party who fails to attend or participate in any stage of the proceeding may be held in default in accordance with Chapter 34.05 RCW.

The Commissioner will be represented by James Tompkins, Assistant Deputy Commissioner, and Ronald Pastuch, Financial Analyst.

Assistant Deputy Commissioner John B. Woodall has been designated to hear and determine this matter. His address is Office of the Insurance Commissioner, Post Office Box 40259, Olympia, Washington 98504-0259. His telephone number is (360) 407-0535.

ENTERED AT OLYMPIA, WASHINGTON, this 15th day of March, 1999.


Insurance Commissioner


Assistant Deputy Commissioner

for Company Supervision

Washington State Code Reviser's Office