SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO ss. 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO ss. 240.13(d)-2(a)
(Amendment No. ___3___)*
The Navigators Group, Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
638904102
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(CUSIP Number)
Terence N. Deeks
c/o The Navigators Group, Inc.
One Penn Plaza
New York, New York 10119
(212) 244-2333
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with copies to:
Marc M. Tract, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
(212) 940-8800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 11, 2008
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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-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(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons
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 following pages)
Page 1 of 6
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CUSIP No. 638904102 Page 2 of 6
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1 NAME OF REPORTING PERSONS
Terence N. Deeks
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(SEE INSTRUCTIONS) (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK BOX 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
DUAL: BRITISH SUBJECT/NATURALIZED AMERICAN
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7 SOLE VOTING POWER
371,219 Shares*
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 80,842 Shares*
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 371,219 Shares*
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
80,842 Shares*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,516,143 Shares*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.9%
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14 TYPE OF REPORTING PERSON
IN
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* See Item 5
Page 2 of 6
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CUSIP No. 638904102 Page 3 of 6
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1 NAME OF REPORTING PERSONS
Monica Deeks
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(SEE INSTRUCTIONS) (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Non Applicable
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5 CHECK BOX 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
DUAL: BRITISH SUBJECT/NATURALIZED AMERICAN
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7 SOLE VOTING POWER
2,064,082 Shares*
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 80,842 Shares*
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,064,082 Shares*
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
80,842 Shares*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,144,924 Shares*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |X|
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.7%
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14 TYPE OF REPORTING PERSON
IN
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* See Item 5
Page 3 of 6
This Amendment No. 3 to Schedule 13D amends the statement on
Schedule 13D (the "Initial Statement") which was originally filed by Terence N.
Deeks and Monica J. Deeks (collectively, the "Reporting Persons") on April 9,
2002 and amended by the statements on Schedule 13D/A (the "Statements") filed by
the Reporting Persons on March 17, 2005 and April 7, 2008. All capitalized terms
used herein but not defined herein have the meanings set forth in the Initial
Statement and the Statements.
Item 5. Interest In Securities of Issuer.
As of the date hereof, Terence N. Deeks may be deemed to
beneficially own 2,516,143 shares of common stock (the "Shares") of The
Navigators Group, Inc. a Delaware corporation (the "Company"), or approximately
14.9% of the outstanding Shares of the Company, representing the aggregate of
(i) 371,219 Shares held by him outright, (ii) 75,842 Shares jointly held with
Monica J. Deeks, (iii) 2,064,082 Shares held by the Terence N. Deeks 2006
Qualified Three Year Annuity Trust (the "2006 Trust"), the Terence N. Deeks 2007
Qualified Three Year Annuity Trust (the "2007 Trust") and the Terence N. Deeks
2008 Qualified Three Year Annuity Trust (the "2008 Trust", and collectively with
the 2006 Trust and the 2007 Trust, the "Trusts"), and (iv) 5,000 shares held by
the Deeks Family Foundation (the "Foundation"). This amount excludes 815,576
Shares which are held under certain instruments of trust for the benefit of Mr.
Deeks' children and grandchildren, of which Mr. Deeks disclaims beneficial
ownership.
As of the date hereof, Monica J. Deeks may be deemed to beneficially
own 2,144,924 Shares (or approximately 12.7% of the outstanding Shares of the
Company) representing the aggregate of (i) 2,064,082 Shares held by the Trusts
and (ii) 75,842 Shares jointly held with Terence N. Deeks and (iii) 5,000 Shares
held by the Foundation.
Terence N. Deeks has the sole power to vote and dispose of 371,219
Shares held by him. Monica J. Deeks, as trustee of the Trusts, has the sole
power to vote and dispose of 2,064,082 Shares held by the Trusts. The Reporting
Persons share the power to vote and dispose of 80,842 Shares.
Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons
expressly disclaim beneficial ownership of the 2,064,082 Shares held by the
Trusts, except to the extent of their pecuniary interest therein. In addition,
Terence N. Deeks expressly disclaims beneficial ownership of the 5,000 shares
held by the Foundation, expect to the extent of his pecuniary interest therein.
The filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are the beneficial owner of any Shares held by the Trusts or
the Foundation.
On March 28, 2008 the Terence N. Deeks 2005 Qualified Three Year
Annuity Trust (the "2005 GRAT") expired. On March 28, 2008, Marc M. Tract in his
capacity as trustee for the transitional trust created upon the expiration of
the 2005 GRAT (the "Transition Trust"), became the beneficial owner of 542,877
Shares previously held by the 2005 GRAT.
Page 4 of 6
On April 11, 2008, in connection with the expiration of the 2005
GRAT and the appraisal of privately held limited liability company interests
(the "Interests") held by Terence N. Deeks, Mr. Deeks assigned the Interests to
Marc M. Tract as trustee for the Transition Trust. Mr. Deeks had previously
memorialized his intention to make this assignment on March 27, 2008 but was
unable to implement the assignment until the Interests had been appraised. As a
result of this assignment Mr. Deeks will receive a supplemental distribution of
271,439 Shares out of the assets of the Transition Trust.
Except as described herein, none of the Reporting Persons
beneficially owns, and has not acquired or disposed of, any Shares during the
past 60 days.
Page 5 of 6
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 2, 2008
By: /s/ Terence N. Deeks
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Terence N. Deeks
By: /s/ Monica Deeks
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Monica Deeks
Page 6 of 6