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Caremark Ulysses Holding Corp., et al. – ‘SC 13D/A’ on 6/23/05 re: Caremark Ulysses Holding Corp.

On: Thursday, 6/23/05, at 5:24pm ET · Accession #: 950142-5-1882 · File #: 5-34486

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/23/05  Caremark Ulysses Holding Corp.    SC 13D/A               2:25K  Caremark Ulysses Holding Corp.    Paul Weiss Ri… LLP 01/FA
          Capital Z Financial Services Fund II, L.P.
          Capital Z Financial Services Private Fund II, L.P.
          Capital Z Partners, L.P.
          Capital Z Partners, Ltd

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 2                                       13     50K 
 2: EX-99       Exhibit 7.3                                            2      8K

SC 13D/A — Amendment No. 2
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Cap Z Fund II Cap Z L.P Cap Z Ltd Cap Z Private Fund II Contracts, Arrangements, Understandings or Relationships With Respect to the Issuer Identity and Background Interest in Securities of the Issuer Is Hereby Amended and Restated in Its Entirely as Follows: Is Hereby Amended and Restated in Its Entirety as Follows: Is hereby amended to replace Exhibit 7.3 with the following: Material to Be Filed as Exhibits Purpose of Transaction Schedule 13D Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Schedule 13D
6	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 2. Is Hereby Amended and Restated in Its Entirety as Follows:
"	Cap Z Fund II
"	Cap Z Private Fund II
"	Cap Z L.P
7	Cap Z Ltd
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
8	Item 5. Interest in Securities of the Issuer
"	Item 5. Is Hereby Amended and Restated in Its Entirely as Follows:
10	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Issuer
"	Item 7. Material to Be Filed as Exhibits
"	Item 5. Is hereby amended to replace Exhibit 7.3 with the following:

SC 13D/A 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 Amendment No. 2

 Under the Securities Exchange Act of 1934

UNIVERSAL AMERICAN FINANCIAL CORP.
(Name of Issuer)

 Common Stock (par value $.01 per share)
(Title of Class of Securities)

 913377107
(CUSIP Number)

Capital Z Partners, Ltd.
54 Thompson Street
New York, NY 10012
 Attention: Mr. Craig Fisher
 Tel. No. (212) 965-0800
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
 and Communications)

 June 22, 2005
 (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 which is the subject of this Schedule 13D, and is     
filing this statement because of Rule 13d-1(b)(3) or (4), check the following   
box [_].                                                                        

       Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the 
Exchange Act (however, see the Notes).                                          

SC 13D/A 2nd Page of 13 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No.  913377107                                                Page 2 of 13

SCHEDULE 13D

--------------------------------------------------------------------------------
1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   

Capital Z Financial Services Fund II, L.P.                  
--------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                      
                                                              (a)  [_]
                                                              (b)  [X]
--------------------------------------------------------------------------------
3         SEC USE ONLY                                                          

--------------------------------------------------------------------------------
4         SOURCE OF FUNDS                                                       

--------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
     PURSUANT  TO ITEMS 2(d) or 2(e)                               [_]

--------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

Bermuda                                                     
--------------------------------------------------------------------------------
                      7      SOLE VOTING POWER

NUMBER OF                           20,180,892              
                                  ----------------------------------------------
SHARES                       8      SHARED VOTING POWER     

BENEFICIALLY OWNED BY EACH                    -0-                               
                                  ----------------------------------------------
REPORTING                     9       SOLE DISPOSITIVE POWER  

PERSON                               20,180,892             
                                  ----------------------------------------------
 WITH                       10      SHARED DISPOSITIVE POWER

               -0-
--------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

20,180,892                                                  
--------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
     CERTAIN SHARES                                                [_]

--------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11)                       

34.9%                                                       
--------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON                                              

PN                                                          
--------------------------------------------------------------------------------

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CUSIP No.  913377107                                                Page 3 of 13

SCHEDULE 13D

--------------------------------------------------------------------------------
1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   

Capital Z Financial Services Private Fund II, L.P.          
--------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                      
                                                              (a)  [_]
                                                              (b)  [X]
--------------------------------------------------------------------------------
3         SEC USE ONLY                                                          

--------------------------------------------------------------------------------
4         SOURCE OF FUNDS                                                       

--------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
     PURSUANT  TO ITEMS 2(d) or 2(e)                               [_]

--------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

Bermuda                                                     
--------------------------------------------------------------------------------
                      7      SOLE VOTING POWER

NUMBER OF                           106,844                 
                                  ----------------------------------------------
SHARES                       8      SHARED VOTING POWER     

BENEFICIALLY OWNED BY EACH                    -0-                               
                                  ----------------------------------------------
REPORTING                     9      SOLE DISPOSITIVE POWER   

PERSON                              106,844                 
                                  ----------------------------------------------
 WITH                       10      SHARED DISPOSITIVE POWER

               -0-
--------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

106,844                                                     
--------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
     CERTAIN SHARES                                                [_]

--------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11)                       

0.2%                                                        
--------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON                                              

PN                                                          
--------------------------------------------------------------------------------

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CUSIP No.  913377107                                                Page 4 of 13

SCHEDULE 13D

--------------------------------------------------------------------------------
1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   

Capital Z Partners, L.P.                                    
--------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                      
                                                              (a)  [_]
                                                              (b)  [X]
--------------------------------------------------------------------------------
3         SEC USE ONLY                                                          

--------------------------------------------------------------------------------
4         SOURCE OF FUNDS                                                       

--------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
     PURSUANT  TO ITEMS 2(d) or 2(e)                               [_]

--------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

Bermuda                                                     
--------------------------------------------------------------------------------
                      7      SOLE VOTING POWER

NUMBER OF                           20,287,736              
                                  ----------------------------------------------
SHARES                       8      SHARED VOTING POWER     

BENEFICIALLY OWNED BY EACH                    -0-                               
                                  ----------------------------------------------
REPORTING                     9       SOLE DISPOSITIVE POWER  

PERSON                               20,287,736             
                                  ----------------------------------------------
 WITH                       10      SHARED DISPOSITIVE POWER

               -0-
--------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)      

20,287,736                                                  
--------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
     CERTAIN SHARES                                                [_]

--------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11)                       

35.1%                                                       
--------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON                                              

PN                                                          
--------------------------------------------------------------------------------

----------                                                                      
(1)  Solely in its capacity as the general partner of Capital Financial Services
Fund II, L.P. and Capital Z Financial Services Private Fund II, L.P.  

SC 13D/A 5th Page of 13 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No.  913377107                                                Page 5 of 13

SCHEDULE 13D

--------------------------------------------------------------------------------
1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   

Capital Z Partners, Ltd.                                    
--------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                      
                                                              (a)  [_]
                                                              (b)  [X]
--------------------------------------------------------------------------------
3         SEC USE ONLY                                                          

--------------------------------------------------------------------------------
4         SOURCE OF FUNDS                                                       

--------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
     PURSUANT  TO ITEMS 2(d) or 2(e)                               [_]

--------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  

Bermuda                                                     
--------------------------------------------------------------------------------
                      7      SOLE VOTING POWER

NUMBER OF                           20,287,736              
                                  ----------------------------------------------
SHARES                       8      SHARED VOTING POWER     

BENEFICIALLY OWNED BY EACH                    -0-                               
                                  ----------------------------------------------
REPORTING                     9       SOLE DISPOSITIVE POWER  

PERSON                               20,287,736             
                                  ----------------------------------------------
 WITH                       10      SHARED DISPOSITIVE POWER

               -0-
--------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1)      

20,287,736                                                  
--------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                
     CERTAIN SHARES                                                [_]

--------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11)                       

35.1%                                                       
--------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON                                              

CO                                                          
--------------------------------------------------------------------------------

----------                                                                      
(1)  Solely in its capacity as the general partner of Capital Z Partners, L.P., 
    which is the general partner of Capital Z Financial Services Fund II, L.P.
and Capital Z Financial Services Private Fund II, L.P.                

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CUSIP No.  913377107                                                Page 6 of 13

AMENDMENT NO. 2 TO SCHEDULE 13D                                                 

                This Amendment No. 2 to Schedule 13D is filed by the undersigned
to amend the Schedule 13D, dated as of August 10, 1999, as amended by Amendment 
No. 1 to Schedule 13D, dated July 18, 2001 (the "Schedule 13D"), relating to    
shares of common stock, par value $.01 per share (the "Common Stock"), of       
Universal American Financial Corp., a New York corporation (the "Company").     
Unless otherwise indicated, all defined terms used herein shall have the        
meanings set forth in the Original 13D.                                         

ITEM 1.         SECURITY AND ISSUER                                             

          This Statement on Schedule 13D is being filed by Capital Z
Financial Services Fund II, L.P., a Bermuda limited partnership ("Cap Z Fund    
II"), Capital Z Financial Services Private Fund II, L.P., a Bermuda limited     
partnership ("Cap Z Private Fund II"), Capital Z Partners, L.P., a Bermuda      
limited partnership ("Cap Z L.P.") and Capital Z Partners, Ltd., a Bermuda      
exempt company ("Cap Z Ltd.") (collectively, the "Reporting Persons"). On June  
22, 2005, Cap Z Fund II and Cap Z Private Fund II sold an aggregate of 5,000,000
shares of common stock of the Company in a public offering.                     

ITEM 2.         IDENTITY AND BACKGROUND                                         

        Item 2 is hereby amended and restated in its entirety as
follows:                                                                        

            (a)     This Statement on Schedule 13D is being filed by the
"Reporting Persons".                                                            

(b) - (c)                                       

CAP Z FUND II                                   

               Cap Z Fund II is a Bermuda limited partnership formed to invest
in securities of insurance, financial services and healthcare service companies 
and other related businesses. Cap Z Fund II invests in parallel with Cap Z      
Private Fund II. The principal business address of Cap Z Fund, which also serves
as its principal office, is 54 Thompson Street, New York, NY 10012. Pursuant to 
Instruction C to Schedule 13D of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), information with respect to Cap Z L.P., the sole general  
partner of Cap Z Fund II, is set forth below.                                   

CAP Z PRIVATE FUND II                           

                Cap Z Private Fund II is a Bermuda limited partnership formed to
invest in securities of insurance, financial services and healthcare service    
companies and other related businesses. Cap Z Private Fund II invests in        
parallel with Cap Z Fund II. The principal business address of Cap Z Private    
Fund II, which also serves as its principal office, is 54 Thompson Street, New  
York, NY 10012. Pursuant to Instruction C to Schedule 13D of the Exchange Act,  
information with respect to Cap Z L.P., the sole general partner of Cap Z       
Private Fund II, is set forth below.                                            

CAP Z L.P.                                      

          Cap Z L.P. is a Bermuda limited partnership, the principal
business of which is serving as the sole general partner of Capital Z Fund II   
and Cap Z Private Fund, II. The principal address of Cap Z L.P., which also     

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CUSIP No.  913377107                                               Page  7 of 13

serves as its principal office, is 54 Thompson Street, New York, NY 10012.      
Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with 
respect to Cap Z Ltd., the sole general partner of Cap Z L.P., is set forth     
below.                                                                          

CAP Z LTD.                                      

              Cap Z Ltd. is a Bermuda exempt company, the principal business
of which is serving as the sole general partner of Cap Z L.P. The principal     
address of Cap Z Ltd., which also serves as its principal office, is 54 Thompson
Street, New York, New York 10012. Pursuant to Instruction C to Schedule 13D of  
the Exchange Act, the name, residence or business address, and present principal
occupation or employment of each director and executive officer of Cap Z Ltd.   
are as follows:                                                                 

                                                        [Enlarge/Download Table]

        NAME               BUSINESS ADDRESS       PRINCIPAL OCCUPATION OR EMPLOYMENT  
----------------------  ---------------------  ---------------------------------------
                                                                                      
Robert A. Spass         54 Thompson Street     Chairman of the Board of Directors of  
                        New York, NY  10012    Cap Z Ltd.                             

Laurence W. Cheng       54 Thompson Street     CEO and Director of Cap Z Ltd.         
                        New York, NY  10012                                           

Bradley E. Cooper       54 Thompson Street     Senior Vice President and Director of  
                        New York, NY  10012    Cap Z Ltd.                             

Mark K. Gormley         54 Thompson Street     Senior Vice President and Director of  
                        New York, NY  10012    Cap Z Ltd.                             

Roland V. Bernardon     54 Thompson Street     Chief Financial Officer and Treasurer  
                        New York, NY  10012    of Cap Z Ltd.                          

Craig Fisher            54 Thompson Street     General Counsel of Cap Z Ltd.          
                        New York, NY  10012                                           

               (d)     None of the entities or persons identified in this Item
2 has, during the last five years, been convicted in a criminal proceeding      
(excluding traffic violations or similar misdemeanors).                         

               (e)     None of the entities or persons identified in this Item
2 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 judgement, 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.                                                                      

                (f)     All of the natural persons identified in this Item 2 are
citizens of the United States of America, except for Laurence W. Cheng who is a 
citizen of Canada.                                                              

ITEM 3.         SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION               

No change.                                      

ITEM 4.         PURPOSE OF TRANSACTION                                          

No change.                                      

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CUSIP No.  913377107                                               Page  8 of 13

ITEM 5.         INTEREST IN SECURITIES OF THE ISSUER                            

        Item 5 is hereby amended and restated in its entirely as
follows:                                                                        

(a)                                             

CAP Z FUND II AND CAP Z PRIVATE FUND II         

             Cap Z Fund II is the beneficial owner of 20,180,892 shares of
Common Stock, which based on calculations made in accordance with Rule 13d-3(d) 
of the Exchange Act and there being 57,735,038 shares of Common Stock           
outstanding (as of May 1, 2005, as reported in the Company's Prospectus         
Supplement, filed pursuant to Rule 424(b)(2), dated June 3, 2005, represents    
approximately 34.9% of the outstanding shares of Common Stock.                  

               Cap Z Private Fund II is the beneficial owner of 106,844 shares
of Common Stock, which, based on calculations made in accordance with Rule      
13d-3(d) of the Exchange Act and there being 57,735,038 shares of Common Stock  
outstanding (as of May 1, 2005, as reported in the Company's Prospectus         
Supplement, filed pursuant to Rule 424(b)(2), dated June 3, 2005), represents   
approximately 0.2% of the outstanding shares of Common Stock.                   

                Because Cap Z Fund II and Cap Z Private Fund invest in parallel,
they may be deemed to be a group for purposes of Rule 13d-3. Each of Cap Z Fund 
II and Cap Z Private Fund II disclaims the existence of such a group and        
disclaims beneficial ownership of any shares of Common Stock owned by the other.

CAP Z L.P.                                      

                In its capacity as the sole general partner of Capital Z Fund II
and Cap Z Private Fund II, Cap Z L.P. may, pursuant to Rule 13d-3 of the        
Exchange Act, be deemed to be the beneficial owner of 20,287,736 shares of      
Common Stock, which, based on calculations made in accordance with Rule 13d-3(d)
of the Exchange Act and there being 57,735,038 shares of Common Stock           
outstanding (as of May 1, 2005, as reported in the Company's Prospectus         
Supplement, filed pursuant to Rule 424(b)(2), dated June 3, 2005), represents   
approximately 35.1% of the outstanding shares of Common Stock.                  

CAP Z LTD.                                      

              In its capacity as the sole general partner of Capital Z L.P.,
Cap Z Ltd. may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the 
beneficial owner of 20,287,736 shares of Common Stock, which, based on          
calculations made in accordance with Rule 13d-3(d) of the Exchange Act and there
being 57,735,038 shares of Common Stock outstanding (as of August 1, 2001, as   
reported in the Company's Prospectus Supplement, filed pursuant to Rule         
424(b)(2), dated June 3, 2005), represents approximately 35.1% of the           
outstanding shares of Common Stock.                                             

                                                                [Download Table]

(b)                                                                         

Cap Z Fund II                                                               

                                                                            
1.   Sole power to vote or to direct the vote                     20,180,892

2.   Shared power to vote or to direct the vote                           --

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CUSIP No.  913377107                                               Page  9 of 13

                                                                [Download Table]
                                                                            

3.   Sole power to dispose or to direct the disposition           20,180,892

4.   Shared power to dispose of or to direct the disposition              --

Cap Z Private Fund II                                                       

1.   Sole power to vote or to direct the vote                        106,844

2.   Shared power to vote or to direct the vote                           --

3.   Sole power to dispose or to direct the disposition              106,844

4.   Shared power to dispose of or to direct the disposition              --

Cap Z L.P.                                                                  

1.   Sole power to vote or to direct the vote                             --

2.   Shared power to vote or to direct the vote                   20,287,736

3.   Sole power to dispose or to direct the disposition                   --

4.   Shared power to dispose of or to direct the disposition      20,287,736

Cap Z Ltd.                                                                  

1.   Sole power to vote or to direct the vote                             --

2.   Shared power to vote or to direct the vote                   20,287,736

3.   Sole power to dispose or to direct the disposition                   --

4.   Shared power to dispose of or to direct the disposition      20,287,736

              (c)     On June 22, 2005, Cap Z Fund II and Cap Z Private Fund
II sold 5,000,000 shares, collectively. The sales were made pursuant to an      
Underwriting Agreement, dated as of June 16, 2005, among Cap Z Fund II, Cap Z   
Private Fund II, the Company, Lehman Brothers Inc. and J.P. Morgan Securities   
Inc., as representatives of the underwriters named therein.                     

            (d)     Each of the Reporting Persons affirms that no person
other than the Reporting Persons has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of  
Common Stock owned by the Reporting Person.                                     

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CUSIP No.  913377107                                               Page 10 of 13

ITEM 6.         CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH   
RESPECT TO THE ISSUER                           

No change.                                      

ITEM 7.         MATERIAL TO BE FILED AS EXHIBITS.                               

        Item 5 is hereby amended to replace Exhibit 7.3 with the
following:                                                                      

Exhibit 7.3     Joint Filing Agreement, dated June 23, 2005 among Cap Z Fund II,
Cap Z Private Fund II, Cap Z L.P. and Cap Z Ltd.

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CUSIP No.  913377107                                               Page 11 of 13

 Signature

             After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned hereby certifies that the information
set forth in this statement is true, complete and correct.                      

Dated:   June 23, 2005                                                          

            CAPITAL Z FINANCIAL SERVICES
                            FUND II, L.P., a Bermuda limited partnership

                         By:   Capital Z Partners, L.P., a Bermuda
                                    limited partnership, its General Partner

                         By:   Capital Z Partners, Ltd., a Bermuda
                               exempt company, its General Partner

                By: /s/ Craig Fisher
                                         -------------------------------------
                        Name:   Craig Fisher
                           Title:  General Counsel

                    CAPITAL Z FINANCIAL SERVICES PRIVATE
                            FUND II, L.P., a Bermuda limited partnership

                         By:   Capital Z Partners, L.P., a Bermuda
                                    limited partnership, its General Partner

                         By:   Capital Z Partners, Ltd., a Bermuda
                               exempt company, its General Partner

                By: /s/ Craig Fisher
                                         -------------------------------------
                        Name:   Craig Fisher
                           Title:  General Counsel

         CAPITAL Z PARTNERS, L.P.,
             a Bermuda limited partnership

                         By:   Capital Z Partners, Ltd., a Bermuda
                               exempt company, its General Partner

                By: /s/ Craig Fisher
                                         -------------------------------------
                        Name:   Craig Fisher
                           Title:  General Counsel

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CUSIP No.  913377107                                               Page 12 of 13

         CAPITAL Z PARTNERS, LTD.,
        a Bermuda exempt company

                By: /s/ Craig Fisher
                                         -------------------------------------
                        Name:   Craig Fisher
                           Title:  General Counsel

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CUSIP No.  913377107                                               Page 13 of 13

 EXHIBIT INDEX

   The Exhibit Index is hereby amended to replace Exhibit 7.3 with the
following:                                                                      

Exhibit 7.3     Joint Filing Agreement, dated June 23, 2005 among               
Cap Z Fund II, Cap Z Private Fund II, Cap Z L.P.
and Cap Z Ltd.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	6/23/05	10	13
	6/22/05	1	9	4
	6/16/05	9		8-K
	6/3/05	8
	5/1/05	8
	8/1/01	8
	7/18/01	6
	8/10/99	6		3, SC 13D
				List all Filings

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Filing Submission 0000950142-05-001882 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Caremark Ulysses Holding Corp., et al. – ‘SC 13D/A’ on 6/23/05 re: Caremark Ulysses Holding Corp.

On: Thursday, 6/23/05, at 5:24pm ET · Accession #: 950142-5-1882 · File #: 5-34486

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment No. 2Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment No. 2
Document Table of Contents