UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
MAJESTIC
CAPITAL, LTD.
(Name of
issuer)
Common
Shares, $0.01 Par Value Per Share
(Title of
class of securities)
G5760D103
(CUSIP
number)
David P.
Delaney, Jr., Manager
Bayside
Capital Partners LLC
370 West
Park Avenue
Long
Beach, New York 11561
(516)
431-4441
(Name,
address and telephone number of person authorized to receive notices and
communications)
September
21, 2010
(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
¨
.
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).
SCHEDULE
13D
CUSIP
No.
G5760D103
|
1
|
NAME
OF REPORTING PERSONS
Bayside
Capital Partners LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(
b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,774,837
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,774,837
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
(1)
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
(1) Based
upon 16,898,241 common shares outstanding as of September 21, 2010, as set forth
in the Merger Agreement (as defined below), although the Company’s bylaws limit
the voting power of these shares to 9.9% of the Common Shares.
SCHEDULE
13D
CUSIP
No.
G5760D103
|
1
|
NAME
OF REPORTING PERSONS
David
P. Delaney, Jr.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(
b)
¨
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
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
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,774,837
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,774,837
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
¨
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
(1)
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
(1) Based
upon 16,898,241 common shares outstanding as of September 21, 2010, as set forth
in the Merger Agreement (as defined below), although the Company’s bylaws limit
the voting power of these shares to 9.9% of the Common Shares.
|
Item
1.
|
Security
and Issuer.
|
This
Statement is being filed with respect to the common shares, $0.01 par value per
share (the “Common Shares”), of Majestic Capital, Ltd., a Bermuda corporation
(the “Company”). The address of the principal executive offices of the Company
is P.O. Box HM 2062, Hamilton HM HX, Bermuda.
|
Item
2.
|
Identity
and Background.
|
This
Schedule 13D is filed by Bayside Capital Partners LLC, a Delaware limited
liability company (“Bayside”) and Mr. David P. Delaney, Jr., a United States
citizen, as manager of Bayside.
Bayside
is a company formed for the purpose of acquiring, and serving as a holding
company for, the Company. Bayside and Mr. Delaney will be collectively referred
to as the “Reporting Persons” for purposes of this Schedule 13D. The principal
address of each of the Reporting Persons is c/o Bayside Capital Partners LLC,
370 West Park Avenue, Long Beach, New York 11561.
During
the last five years, neither the Reporting Persons have been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) have been a party to a civil proceeding of a judicial 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.
|
As more fully described in Item 4, no
Common Shares have been purchased by the Reporting Persons. As an inducement to
Bayside entering into the Merger Agreement, and in consideration thereof, a
shareholder of the Company, Daniel G. Hickey, Sr. entered into a voting
agreement with Bayside, dated as of September 21, 2010 (the “Voting Agreement”),
filed herewith as Exhibit 99.2, pursuant to which Mr. Hickey has agreed to vote
all Common Shares now owned, or which he will own prior to the effective time of
the Merger and Amalgamation, in favor of the adoption of the Merger Agreement.
Other than consideration to be paid pursuant to the Merger Agreement, the
Reporting Persons have paid no consideration to Mr. Hickey in connection with
the Voting Agreement.
|
Item
4.
|
Purpose
of Transaction.
|
Bayside
and Mr. Hickey entered into the Voting Agreement as an inducement to Bayside’s
willingness to enter into the Merger Agreement. The purpose of the Merger
Agreement is to acquire control of, and the entire equity interest in, the
Company. The purpose of the Voting Agreement is to facilitate the transactions
contemplated by the Merger Agreement.
Merger
Agreement
On September 21, 2010, the Company
entered into an Agreement and Plan of Merger and Amalgamation (the “Merger
Agreement”) with Bayside and M&A Sub. The Merger Agreement provides that,
upon the terms and subject to the conditions set forth in the Merger Agreement,
M&A Sub will be merged and amalgamate with the Company, with the resulting
amalgamated company becoming a wholly owned subsidiary of Bayside (the
“Merger”).
At the effective time of the Merger,
(1) each outstanding Common Share and Class B share of the Company, other than
shares owned by the Company or any subsidiary of the Company, will be canceled
and converted into the right to receive payment of cash in an amount equal to
$0.45 (the “Merger Consideration”); and (2) each outstanding restricted share of
the Company granted pursuant to the Company’s 2005 Long Term Incentive Plan will
fully vest and be converted into the right to receive the Merger Consideration
less any required withholding taxes.
The completion of the Merger is subject
to various customary conditions, including among others (i) obtaining the
approval of Company’s shareholders, (ii) receipt of insurance regulatory
approvals, (iii) adoption of certain amendments to the governing documents of
the Company’s Trust Preferred Securities, and (iv) modification of the Company’s
lease of office space in Poughkeepsie, New York on terms that are acceptable to
Bayside. In the Merger Agreement, the Company has made customary
representations, warranties and covenants, including agreements restricting the
Company’s operations in certain respects pending the closing.
Upon consummation of the Merger, the
Common Shares will no longer be publicly traded on the OTC Bulletin Board and
will be eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended.
Voting
Agreement
Concurrently with entering into the
Merger Agreement, Bayside and Mr. Hickey entered into Voting Agreement (the
“Voting Agreement”). Pursuant to the Voting Agreement, Mr. Hickey has agreed,
among other things, to vote shares of Common Shares held by him on the date of
the Voting Agreement or acquired after that date (the “Subject Shares”) in favor
of the adoption of the Merger Agreement and any related matter that must be
approved by Company shareholders in order for the Merger to be consummated.
Prior to the termination of the Voting Agreement, Mr. Hickey has also agreed to
vote against or not consent to any (i) alternative merger or acquisition
proposals (ii) reorganization, recapitalization, liquidation or winding-up of
the Company or any other extraordinary transaction involving the Company (other
than the Transaction), (iii) extraordinary dividend, distribution or
recapitalization by the Company or change in capital structure of the Company or
(iv) corporate action the consummation of which would frustrate the purposes, or
prevent or delay the consummation, of the transactions contemplated by the
Merger Agreement.
The Voting Agreement also restricts,
subject to certain exceptions, the transfer of the Common Shares held by Mr.
Hickey. The covenants and agreements to vote the Common Shares held by Mr.
Hickey pursuant to the Voting Agreement will terminate upon the earlier of (a)
the approval and adoption of the Merger Agreement; (b) the termination of the
Merger Agreement in accordance with its terms; (c) the written agreement of
Bayside and Mr. Hickey; and (d) the amendment or modification of the Merger
Agreement to reduce the per share consideration offered to shareholders or
otherwise change the terms and conditions, taken as a whole, of the Merger
Agreement in a way that is materially adverse to the holders of Common
Shares.
Under the terms of the Voting
Agreement, Mr. Hickey granted Bayside an irrevocable proxy with respect to the
Common Shares covered by the Voting Agreement. The irrevocable proxy allows
Bayside to vote such shares in the manner set forth above.
As of September 21, 2010, Common Shares
beneficially owned by Mr. Hickey constituted 10.5% of the total issued and
outstanding shares of the Company.
The
foregoing descriptions of the Merger Agreement and the Voting Agreement are
qualified in their entirety by reference to the full text of such agreements.
The Merger Agreement and the Voting Agreements are filed as Exhibits 99.1 and
99.2 hereto, respectively, and are incorporated herein by
reference.
Except as set forth in this Schedule
13D, the Merger Agreement or the Voting Agreement, none of the Reporting Persons
has any present plans or intentions which would result in or relate to any of
the actions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
(a)-(b)
As described in Item 4 of this Schedule 13D, as a result of
the Voting Agreement and based on information provided by Mr. Hickey, an
aggregate of 1,774,837 Common Shares representing approximately 10.5% of the
outstanding Common Shares as of September 21, 2010, are subject to the Voting
Agreement. The Reporting Persons share voting power over such Common Shares. The
information set forth in Item 4 is incorporated herein by
reference.
(c) Except
as received pursuant to the Merger Agreement, and the transactions contemplated
by such agreement, neither the Reporting Persons has effected any transaction in
the Common Stock during the past 60 days.
(d)—(e) Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understanding or Relationships with Respect to Securities of
the Issuer.
|
To each Reporting Person’s knowledge,
other than as described in Items 3, 4 and 5 of this Schedule 13D, which
descriptions are incorporated by reference in response to this Item 6, there is
no contract, arrangement, understanding or relationship (legal or otherwise)
among any of the persons named in Item 2 and between such persons and any other
person with respect to any securities of the Company.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
Exhibit No.
|
Description
|
|
|
|
|
99.1
|
Agreement
and Plan of Merger and Amalgamation, dated September 21, 2010, among
Bayside Capital Partners LLC, Majestic Acquisition Corp, and Majestic
Capital, Ltd. (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed by Majestic Capital, Ltd. on September 21,
2010).
|
|
99.2
|
Voting
Agreement dated September 21,
2010.
|
* * * * *
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.
Dated: September
27, 2010
|
|
Bayside
Capital Partners LLC
|
|
|
|
|
|
|
By:
|
/s/ David P. Delaney,
Jr.
|
|
|
|
Name: David
P. Delaney, Jr.
|
|
|
|
Title: Manager
|
Dated: September
27, 2010
|
|
/s/ David P. Delaney,
Jr.
|
|
|
Name:
|
David
P. Delaney, Jr.,
|
|
|
|
as
Manager of Bayside Capital Partners
LLC
|
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