As filed with the Securities and Exchange Commission on ~~July 10, 1998 REGISTRATION NO. 333-51546 ================================================================================~~ December 14, 2012

THE SECURITIES ACT OF 1933 ~~Universal Heights, Inc. ----------------------- (Exact~~

(Exact name of registrant as specified in its charter) Delaware 65-0231984 - ----------------------------------- ------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2875 N.E. 191st Street, Suite 400A, Miami, Florida 33180 (305) 792-4200 - -------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

President &and Chief Executive Officer ~~Universal Heights, Inc. 2875 N.E. 191st Street, Suite 400A, Miami,~~

Fort Lauderdale, Florida ~~33180 (305) 792-4200 - -------------------------------------------------------------------------------- (Name and~~33309

(Name, address, including zip code, and telephone number, including area code, of agent for service) ~~Copies~~

Telephone: (202) 778-9050 Approximate date of commencement of proposed sale to the public: After this Registration Statement becomes effective, in annual installments as the underlying options are exercised and from778-9000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time ~~through sales in~~after the ~~open market.~~ effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following ~~box. [_]~~ box:¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ~~[x]~~ þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[_] _____~~ ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[_] _____~~ ¨

If ~~delivery of~~this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the ~~prospectus is expected to be made~~Commission pursuant to Rule ~~434, please~~462(e) under the Securities Act, check the following box. ~~[_] ---------------------------~~ ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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(1)	With regard to the securities included in the primary offering made hereby, the amount to be registered is not specified as to each class of ~~Each Class~~securities to be registered pursuant to General Instruction II.D of ~~Amount To Be Offering Price Per Aggregate Offering Amount~~Form S-3. An indeterminate aggregate initial offering price or number of shares of common stock, shares of preferred stock, debt securities, warrants, rights, depositary shares and units of Universal Insurance Holdings, Inc. (the “Company”) is being registered as may from time to time be issued at currently indeterminable prices. Securities To Be Registered Registered Share (1) Price(1) Registration Fee(1) - ------------------------------- ------------------- --------------------- ---------------------- -------------------- ~~~~Common Stock, $0.01 value~~registered hereunder may be sold separately or as units with other securities registered hereunder.~~

With regard to the securities included in the secondary offering made hereby, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”) this registration statement shall be deemed to cover an indeterminate number of additional securities to be offered as a result of stock splits, stock dividends or similar transactions.

With regard to the securities included in the secondary offering made hereby, the offering price is based on the average of the high and low prices of the Company’s common stock on the NYSE MKT on December 12, 2012 and is used solely for the purpose of calculating the registration fee pursuant to Rule 457(c) ofunder the Securities Act of 1933, as amended, based upon the average of the bid and asked prices of the common stock on the National Association of Securities Dealers, Inc. Automated Quotation System OTC Bulletin Board on July 8, 1998. (2) Includes shares of Common Stock issuable in connection with warrants to purchase Common Stock of Universal Heights, Inc. issued to Roger Tichenor, Lee Meier, Fortress Financial Group, Ltd., Hermitage Capital Corp., Amanda Bernardi, Gonzalo Mocorrea, Leroy Goldfarb and Stephen Guarino. Pursuant to Rule 416, also includes such indeterminate number of additional shares of Common Stock as may become issuable upon exercise of these warrants (a) to prevent dilution resulting from stock splits, stock dividends or similar transactions or (b) by reason or reductions in the exercise price of the warrants in accordance with the terms thereof. Act.

The ~~registrant~~Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the ~~registrant~~Registrant shall file a further amendment which specifically states that ~~the~~this registration statement shall thereafter become effective in accordance with ~~section~~Section 8(a) of the ~~securities act~~Securities Act of 1933 or until the registration statement shall become effective on such date as the ~~commission~~Securities and Exchange Commission, acting pursuant to said ~~section~~Section 8(a), may determine. ~~================================================================================ 2~~ ~~PROSPECTUS~~

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, ~~___________, 1998 14,063,996 SHARES~~ DATED DECEMBER 14, 2012

We may offer and sell from time to time shares of our common stock, shares of our preferred stock, debt securities, warrants, rights or depositary shares, or units consisting of any combination thereof, in one or more offerings in amounts, at prices and on terms that we determine at the time of the ~~14,063,996 shares ("Shares")~~offering, up to an aggregate amount of Common Stock, $0.01 par value per share ("Common Stock"), that Universal Heights, Inc. (the "Company") is seeking to register and can be offered hereby will be sold by certain selling shareholders ("Selling Shareholders") described in this Prospectus. See "Selling Shareholders" and "Plan of Distribution." In addition, a portion of the Shares are issuable upon exercise of warrants held by certain of the Selling Shareholders (all such warrants are collectively$100,000,000, referred to as “shelf securities.”

In addition, the ~~"Warrants"). See "Selling Shareholders"~~selling stockholder set forth in this prospectus under the heading “Selling Stockholder” beginning on page 5 may offer, from time to time and ~~"Plan~~in one or more offerings, up to an aggregate of ~~Distribution." The Company's Common Stock is traded~~7,000,000 shares of our common stock, referred to as “resale shares,” in amounts, at prices and on terms determined solely by the ~~National Association~~selling stockholder.

We and the selling stockholder may offer the securities directly to investors, through agents designated from time to time by the selling stockholder or us, or to or through underwriters or dealers. If any agents, underwriters, or dealers are involved in the sale of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") OTC Bulletin Board ("OTC Bulletin Board").1/ On July 6, 1998, the last reported sale price for the Common Stock on the OTC Bulletin Board was $1.41 per share. - ------------------ 1/ The Company currently has an application pending with the American Stock Exchange ("AMEX") to have the Company's Common Stock listed on the AMEX. In the event that the Company's Common Stock is approved for listing on the AMEX, the Shares will also be traded on the AMEX. ~~None~~any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in a prospectus supplement. For more detailed information, see “Plan of Distribution” on page 31.

Each time we or, if required, the selling stockholder offer securities, we will provide a prospectus supplement containing more information about the particular offering together with this prospectus. The prospectus supplement also may add, update or change information contained in this prospectus.

We will not receive any proceeds from the sale of ~~the Shares~~resale shares covered by ~~the Selling Shareholders will be received by the Company. However, the Company~~this prospectus, but we will receive proceeds from the ~~exercise~~sale of ~~the Warrants if the Warrants~~shelf securities. We are ~~exercised. The Company will pay substantially~~bearing all of the expenses in connection with ~~respect~~this offering, but all selling and other expenses incurred by the selling stockholder, including commissions and discounts, if any, attributable to the sale or disposition of resale shares, will be borne by the selling stockholder.

Our common stock is traded on the NYSE MKT (formerly NYSE Amex) under the symbol “UVE.” As of December 13, 2012, the closing sale price of our common stock as reported on the NYSE MKT was $4.35 per share.

Investing in these securities involves significant risks. We strongly recommend that you read carefully the risks we describe in this prospectus as well as in any accompanying prospectus supplement and the risk factors that are incorporated by reference in this prospectus from our filings made with the Securities and Exchange Commission. See “Risk Factors” beginning on page 3 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are responsible for the information contained in, or incorporated by reference into, this prospectus. We have not authorized any other person to provide you with any other information, and take no responsibility for any other information that others may give you. Neither we nor the selling stockholder are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the documents incorporated by reference is accurate only as of its respective date or dates or on the date or dates which are specified in these documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process for the delayed offering and ~~the~~ sale of ~~the Shares~~securities pursuant to ~~the public, including the costs associated with registering the Shares~~Rule 415 under the Securities Act of 1933, as amended ~~("Securities Act"~~(the “Securities Act”),. Under the shelf process, we or the selling stockholder may, from time to time, sell any of the securities described in this prospectus in one or more offerings. We are not currently offering, and ~~preparing~~we currently do not have any specific plans to offer, any shelf securities pursuant to this shelf registration statement.

Each time we or, if required, the selling stockholder offer any securities, we will provide you with a supplement to this prospectus that will describe the specific amounts, prices and ~~printing~~terms of the securities offered by us or the selling stockholder, as applicable. The prospectus supplement may also add information to, or update or change information contained in, this ~~Prospectus. Normal underwriting commissions~~prospectus. This prospectus, together with applicable prospectus supplements and ~~broker fees, however,~~the documents incorporated by reference in this prospectus and any prospectus supplements, will contain all material information relating to such offering. You should carefully read this prospectus together with any prospectus supplement and the information in the documents we have referred you to in “Where You Can Find More Information” and “Incorporation by Reference” below.

As used in this prospectus, unless the context otherwise requires, the terms “we,” “us,” “our” and “the Company” mean, collectively, Universal Insurance Holdings, Inc. and its subsidiaries.

This prospectus and other documents incorporated by reference in this prospectus, as well as any ~~applicable transfer taxes, are payable individually by~~prospectus supplement that accompanies it, includes or may contain certain forward-looking statements within the ~~Selling Shareholders. See "Risk Factors" beginning on page 7 for a discussion~~meaning of ~~certain factors that should be considered in connection with the purchase~~Section 27A of securities hereunder. --------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. --------------------------------------- July 10, 1998 2 AVAILABLE INFORMATION This Prospectus, which constitutes a part of a Registration Statement on Form S-3 ("Registration Statement") filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act ~~omits certain of the information set forth in the Registration Statement. For further information with respect to the Company~~ and the Common Stock offered hereby, reference is hereby made to such Registration Statement, and its exhibits and schedules. Statements contained in this Prospectus regarding the contents of any contract or other document are not necessarily complete; with respect to each such contract or document filed as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. A copy of the Registration Statement, including the exhibits and schedules thereto, may be inspected without charge at the public reference facilities of the Commission described below, and copies of such material may be obtained from such office upon payment of the fees prescribed by the Commission. The Company is subject to the informational requirementsSection 21E of the Securities Exchange Act of 1934, as amended ~~("Exchange Act"~~(the “Exchange Act”),. All statements, other than statements of historical facts, including, among others, statements regarding our future financial results or position, business strategy, projected levels of growth, projected costs and projected financing needs, are forward-looking statements. Those statements include statements regarding our intentions, beliefs, expectations or predictions for the future, as well as the assumptions on which such statements are based, and are generally denoted by the words “anticipate,” “believe,” “estimate,” “expect,” “project,” “plan,” “imply,” “intend,” “foresee,” “objective,” “predict,” “potential,” “ongoing,” “seeks,” “could,” “should” and similar expressions. Such forward-looking statements are subject to risks, uncertainties and assumptions, including those described under “Risk Factors” below and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and the following regional offices of the Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048; and Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of prescribed rates. Furthermore, the Commission maintains a web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The Company's Common Stock is currently quoted on the OTC Bulletin Board. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents or portions of documents filed by the Company (File No. 0-20848) with the Commission are incorporated herein by reference: (1) The Company'sour Annual Report on Form ~~10-KSB~~10-K for the fiscal year ended ~~April~~December 31, 2011, and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2012, June 30, ~~1997,~~2012 and September 30, 2012, as ~~amended ("~~well as any risks, uncertainties and assumptions reflected in subsequent filings with the SEC, which are incorporated herein by reference in their entirety.

Actual results could differ materially from those projected in these forward-looking statements as a result of these factors, among others, many of which are beyond our control.

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless required by law. Past financial or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. You should read this prospectus and the documents that we reference in this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by each of these cautionary statements.

This following is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere in, or incorporated by reference into, this prospectus. You should read this entire prospectus carefully, including the “Risk Factors” sections beginning on page 3 of this prospectus and in our periodic reports filed with the SEC, and our financial statements and the notes to our financial statements incorporated by reference in this prospectus, before making an investment decision.

We are a vertically integrated insurance holding company performing all aspects of insurance underwriting, distribution and claims. Through our wholly-owned subsidiaries, including Universal Property & Casualty Insurance Company and American Platinum Property and Casualty Insurance Company, we are principally engaged in the property and casualty insurance business offered primarily through a network of independent agents.

Our underwriting criteria includes, but is not limited to, the use of specific policy forms, coverage amounts on buildings and contents and required compliance with local building codes. Also, to improve underwriting and manage risk, we utilize standard industry modeling techniques for hurricane and windstorm exposure. Our primary product is homeowners’ insurance currently offered in seven states, including Florida, which represented 96% of the 574 thousand policies-in-force as of September 30, 2012, and 98% of the 593 thousand policies-in-force as of December 31, 2011. Approximately 98% of our policies-in-force as of September 30, 2012 and December 31, 2011 included wind coverage. With respect to geographic distribution of business within Florida as of September 30, 2012, and December 31, 2011, 29% and 32%, respectively, of the policies-in-force are in Miami-Dade, Broward and Palm Beach Counties. Risk from catastrophic losses is managed through the use of reinsurance agreements. We generate revenues primarily from the collection of premiums and the investment of funds in excess of those retained for claims-paying obligations and insurance operations. Other significant sources of revenue include commissions collected from reinsurers and policy fees.

Our investment strategy is intended to support our overall business strategy and supplement income derived from our insurance underwriting activities. Thus, our operating results are significantly dependent upon the results of our investment portfolio.

We were incorporated under the laws of the State of Delaware on November 13, 1990 as Universal Heights, Inc. We changed our name to Universal Insurance Holdings, Inc. on January 12, 2001.

Our principal executive offices are located at 1110 West Commercial Boulevard, Fort Lauderdale, Florida 33309, telephone (954) 958-1200.

Investing in our securities involves risks. You should carefully consider the risks described under “Risk Factors” in our most recent Annual ~~Report"); (2) The Company's Transition~~ Report on Form ~~10-KSB for the period from May 1, 1997 to December 31, 1997; (3) The Company's~~10-K and any subsequent Quarterly Reports on Form ~~10-QSB for the quarter ended October 31, 1997, as amended; (4) The Company's Form 10-QSB for the quarter ended January 31, 1998, as amended; 3~~ ~~(5) The Company's Form 10-QSB for the quarter ended March 31, 1998; (6) The Company's~~10-Q or Current ~~Report~~Reports on Form 8-K (which descriptions are incorporated by reference herein), as well as the other information contained or incorporated by reference in this prospectus or in any prospectus supplement hereto before making a decision to invest in our securities. See “Where You Can Find More Information,” below.

Unless we specify another use in the applicable prospectus supplement, we will use the net proceeds from the sale of the shelf securities offered by this prospectus and any accompanying prospectus supplement for general corporate purposes, which may include, among other things, working capital, capital expenditures and/or other investments.

We will not receive any of the proceeds from the sale of resale shares offered by the selling stockholder. We are registering these shares for sale to provide the selling stockholder with freely tradable securities, but the registration of the shares does not necessarily mean that any of them will actually be offered or sold.

Our ratios of earnings to fixed charges and combined fixed charges and preferred stock dividends to earnings are shown in the table below. For purposes of calculating these ratios, earnings consist of income before taxes plus fixed charges. Fixed charges means interest expense. Preferred dividends include pre-tax amounts required to pay dividends in respect of our Series A Preferred Stock and Series M Convertible Preferred Stock.

The resale shares to which this prospectus relates are being registered for offer and sale by Bradley I. Meier, the Company’s President and Chief Executive Officer, referred to in this prospectus as the selling stockholder. The following table sets forth certain information regarding the shares of our common stock beneficially owned by the selling stockholder as of December 10, 2012 and is based on 40,871,028 shares of our common stock outstanding on December 10, 2012.

The following description of our capital stock summarizes certain terms and provisions of our common stock and preferred stock, par value $0.01 per share, to which any prospectus supplement may relate. This section also summarizes certain provisions of Delaware law. The following description of our common stock and preferred stock does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of Delaware law and our amended and restated certificate of incorporation, as amended (our “charter”), and our amended and restated bylaws (our “bylaws”), copies of which have been filed with the ~~Commission~~SEC as exhibits to the registration statement of which this prospectus forms a part.

Our authorized capital stock currently consists of 55,000,000 shares of common stock and 1,000,000 shares of preferred stock. As of December 10, 2012, we had 40,871,028 outstanding shares and 41 holders of record of our common stock, excluding 1,017,545 shares held in treasury. As of such date, we also had 19,950 outstanding shares and 2 holders of record of our Series A Preferred Stock and 87,740 outstanding shares and 4 holders of record of our Series M Convertible Preferred Stock.

The holders of our common stock are entitled to one vote per share on ~~March 13, 1998; (7)~~all matters submitted to a vote of stockholders, including the election of directors. Holders of our common stock do not have any preemptive rights or cumulative voting rights. Delaware law requires the affirmative vote of a majority of the outstanding shares entitled to vote thereon to authorize certain extraordinary actions, such as mergers, consolidations, dissolutions of the Company or an amendment to our charter. The ~~Company's Information Statement~~holders of our common stock are entitled to receive dividends when, as, and if declared by our board of directors out of legally available funds. Upon a liquidation, our creditors and any holders of preferred stock (including holders of our Series A Preferred Stock and Series M Convertible Preferred Stock) with preferential liquidation rights will be paid before any distribution to holders of our common stock. The holders of our common stock would be entitled to receive a pro rata amount per share of any excess distribution. There are no conversion rights, redemption rights, sinking fund provisions or fixed dividend rights with respect to the common stock.

We are authorized to issue up to 1,000,000 shares of preferred stock. Our board of directors may fix the designation, privileges, preferences and rights and the qualifications, limitations and restrictions of those shares, including dividend rights, conversion rights, voting rights, redemption rights, terms of sinking funds, liquidation preferences and the number of shares constituting any series or the designation of the series, without any further vote or action by the stockholders. The terms of any preferred stock issued by us could decrease the amount of earnings and assets available for distribution to holders of common stock, may have the effect of delaying, deferring or preventing a change in control of the Company and may adversely affect the voting and other rights of the holders of our common stock, which could have an adverse impact on ~~Schedule 14C,~~the market price of our common stock.

In October 1994, we issued 49,950 shares of Series A Preferred Stock. Each share of Series A Preferred Stock is convertible by the holder thereof at any time into 2.5 shares of our common stock. The Series A Preferred Stock pays a cumulative quarterly dividend of $0.25 per share, which is payable in cash or shares of our common stock, at our option. Dividends on our common stock may not be declared or paid while any cumulative quarterly dividends on our Series A Preferred Stock are in arrears. Each share of Series A Preferred Stock is entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors.

In August 1997, we issued 88,690 shares of Series M Convertible Preferred Stock. Each share of Series M Convertible Preferred Stock is convertible by the holder thereof at any time into 5.0 shares of common stock. The

Series M Convertible Preferred Stock pays a cumulative annual cash dividend of $0.20 per share. To the extent there are accrued and unpaid dividends on our Series M Convertible Preferred Stock, we are required to issue shares of Series M Convertible Preferred Stock to the holders thereof with a liquidation preference equal to such accrued and unpaid dividends. Each share of Series M Convertible Preferred Stock is entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. In addition, the holders of Series M Convertible Preferred Stock, voting separately as ~~amended;~~a series, are entitled to elect two directors, to approve any merger, dissolution or sale of the Company, and ~~(8)~~ to approve any new series of preferred stock of the Company with superior rights.

The provisions of our charter and bylaws and of the Delaware General Corporation Law summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt of the Company.

Our charter provides that a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except:

for any breach of the duty of loyalty;

for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law;

for liability under Section 174 of the Delaware General Corporation Law (relating to unlawful dividends, stock repurchases, or stock redemptions); or

for any transaction from which the director derived any improper personal benefit.

This provision does not limit or eliminate our rights or those of any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. The provisions do not alter the liability of directors under federal securities laws. In addition, our charter and bylaws provide that we indemnify each director and the officers, employees, and agents determined by our board of directors to the fullest extent provided by the laws of the State of Delaware.

We have also entered into indemnification agreements with our directors and certain of our executive officers pursuant to which we have agreed, subject to certain exceptions and limitations provided therein, to indemnify and hold harmless such individuals, to the fullest extent permitted by law, against any and all liabilities and expenses in connection with any proceeding to which such individual was, is or becomes a party arising out of his services as an officer, director, employee, agent or fiduciary of the Company or its subsidiaries. We have customary insurance policies providing for indemnification of our non-executive directors against liabilities and expenses incurred by any of them in certain proceedings and under certain conditions, such as in the absence of fraud.

Our bylaws provide that special meetings of stockholders may be called only by the president, the secretary or a majority of the members of our board of directors, upon the written request of a majority of shares entitled to vote at such meeting. Stockholders are not permitted to call a special meeting of stockholders or to require that the president, the secretary or the board of directors call such a special meeting.

Our board of directors is permitted to alter our bylaws without obtaining stockholder approval, and the stockholders are not permitted to alter our bylaws by stockholder vote.

We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This section prevents certain Delaware corporations, under certain circumstances, from engaging in a business combination with (i) a stockholder who owns 15% or more of our outstanding voting stock, otherwise known as an interested stockholder, (ii) an affiliate of an interested stockholder, or (iii) an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

Continental Stock Transfer & Trust Company, 17 Battery Place, New York, NY 10004, is the transfer agent and registrar for our stock. Its telephone number is (212) 509-4000.

The following description of debt securities describes general terms and provisions of a series of debt securities to which any prospectus supplement may relate. When we offer to sell a series of debt securities, we will describe the specific terms of the series in the applicable prospectus supplement. If any particular terms of the debt securities of that series or the indenture described in a prospectus supplement differ from any of the terms described in this prospectus, then the terms described in the applicable prospectus supplement will supersede the terms described in this prospectus.

We may issue our debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. The debt securities will be our unsubordinated and, unless otherwise expressly stated in the applicable prospectus supplement, unsecured obligations and may be issued in one or more series. If so indicated in the applicable prospectus supplement, we may issue debt securities that are secured by specified collateral.

The debt securities will be issued under one or more indentures, each to be entered into by us and a trustee. The trustee shall be named in the applicable prospectus supplement. Unless otherwise expressly stated in the applicable prospectus supplement, we may issue both secured and unsecured debt securities under the same indenture. Unless otherwise expressly stated or the context otherwise requires, references in this section to the “indenture” and the “trustee” refer to the applicable indenture pursuant to which any particular series of debt securities is issued and to the trustee under that indenture. The terms of any series of debt securities will be those specified in or pursuant to the applicable indenture and in the certificates evidencing that series of debt securities and those made part of the indenture by the Trust Indenture Act of 1939, as amended, or the “Trust Indenture Act of 1939.”

The following summary of selected provisions of the indenture is not complete, and the summary of selected terms of a particular series of debt securities in the applicable prospectus supplement also will not be complete. You should review the form of applicable indenture, the form of any applicable supplemental indenture and the form of certificate evidencing the applicable debt securities, which forms have been or will be filed as exhibits to the registration statement of which this prospectus is a part or as exhibits to documents which have been or will be incorporated by reference in this prospectus. To obtain a copy of the form of indenture, the form of any such supplemental indenture or the form of certificate for any debt securities, see “Where You Can Find More Information” in this prospectus. The following summary and the summary in the applicable prospectus supplement are qualified in their entirety by reference to all of the provisions of the applicable indenture, any supplemental indenture and the certificates evidencing the applicable debt securities, which provisions, including defined terms, are incorporated by reference in this prospectus.

Capitalized terms used in this section and not defined have the meanings assigned to those terms in the indenture.

The debt securities may be issued from time to time in one or more series. We can issue an unlimited amount of debt securities under the indenture. The indenture provides that debt securities of any series may be issued up to the aggregate principal amount which may be authorized from time to time by us. Please read the applicable prospectus supplement relating to the series of debt securities being offered for specific terms including, where applicable:

the title of the series of debt securities;

any limit on the aggregate principal amount of debt securities of the series; the price or prices at which debt securities of the series will be issued;

the person to whom any interest on a debt security of the series shall be payable, if other than the person in whose name that debt security is registered on the applicable record date;

the date or dates on which we will pay the principal of and premium, if any, on debt securities of the series, or the method or methods, if any, used to determine those dates;

the rate or rates, which may be fixed or variable, at which debt securities of the series will bear interest, if any, or the method or methods, if any, used to determine those rates;

the basis used to calculate interest, if any, on the debt securities of the series if other than a 360-day year of twelve 30-day months;

the date or dates, if any, from which interest on the debt securities of the series will begin to accrue, or the method or methods, if any, used to determine those dates;

the dates on which the interest, if any, on the debt securities of the series will be payable and the record dates for the payment of interest;

the place or places where amounts due on the debt securities of the series will be payable and where the debt securities of the series may be surrendered for registration of transfer and exchange, if other than the corporate trust office of the applicable trustee;

the terms and conditions, if any, upon which we may, at our option, redeem debt securities of the series;

the terms and conditions, if any, upon which we will repurchase or repay debt securities of the series at the option of the holders of debt securities of the series;

the terms of any sinking fund or analogous provision;

if other than U.S. dollars, the currency in which the purchase price for the debt securities of the series will be payable, the currency in which payments on the debt securities of the series will be payable, and the ability, if any, of us or the holders of debt securities of the series to have payments made in any other currency or currencies;

with respect to debt securities of the series, any addition of any covenant or Event of Default, or the modification or deletion of, any covenant or Event of Default;

whether the debt securities of the series are to be issuable, in whole or in part, in bearer form (“bearer debt securities”);

whether any debt securities of the series will be issued in temporary or permanent global form (“global debt securities”) and, if so, the identity of the depositary for the global debt securities if other than The Depository Trust Company (“DTC”);

if and under what circumstances we will pay additional amounts (“Additional Amounts”) on the debt securities of the series in respect of specified taxes, assessments or other governmental charges and, if so, whether we will have the option to redeem the debt securities of the series rather than pay the Additional Amounts;

the manner in which, or the person to whom, any interest on any bearer debt security of the series will be payable, if other than upon presentation and surrender of the coupons relating to the bearer debt security;

the extent to which, or the manner in which, any interest payable on a temporary global debt security will be paid, if other than in the manner provided in the indenture;

the portion of the principal amount of the debt securities of the series which will be payable upon acceleration if other than the full principal amount;

the authorized denominations in which the debt securities of the series will be issued, if other than denominations of $1,000 and any integral multiples of $1,000, in the case of debt securities in registered form (“registered debt securities”) or $5,000, in the case of bearer debt securities;

the terms, if any, upon which debt securities of the series may be convertible into or exchangeable for other securities or property;

if the amount of payments on the debt securities of the series may be determined with reference to an index, formula or other method or methods and the method used to determine those amounts;

if the debt securities of the series will be secured by any collateral and, if so, a general description of the ~~Company's Common Stock contained~~collateral and of some of the terms of any related security, pledge or other agreements;

any listing of the debt securities on any securities exchange;

whether such debt securities of the series will be guaranteed, if so, the names of the guarantors of the debt securities of the series and a description of the guarantees; and

any other terms of the debt securities of the series (whether or not such other terms are consistent or inconsistent with any other terms of the indenture).

As used in ~~its Registration Statement~~this prospectus and any prospectus supplement relating to the offering of debt securities of any series, references to the principal of and premium, if any, and interest, if any, on ~~Form 8-A, filed with~~ the ~~Commission~~debt securities of the series include the payment of Additional Amounts, if any, required by the debt securities of the series to be paid in that context.

Debt securities may be issued as original issue discount securities to be sold at a substantial discount below their principal amount. In the event of an acceleration of the maturity of any original issue discount security, the amount payable to the holder upon acceleration will be determined in the manner described in the applicable prospectus supplement. Certain U.S. federal income tax considerations applicable to original issue discount securities will be described in the applicable prospectus supplement.

If the purchase price of any debt securities is payable in a foreign currency or if the principal of, or premium, if any, or interest, if any, on ~~November 13, 1992 including~~ any ~~amendments~~debt securities is payable in a foreign currency, the specific terms of those debt securities and the applicable foreign currency will be specified in the prospectus supplement relating to those debt securities.

The terms of the debt securities of any series may differ from the terms of the debt securities of any other series, and the terms of particular debt securities within any series may differ from each other. Unless otherwise expressly provided in the prospectus supplement relating to any series of debt securities, we may, without the consent of the holders of the debt securities of any series, reopen an existing series of debt securities and issue additional debt securities of that series.

Unless otherwise described in a prospectus supplement relating to any series of debt securities and except to the limited extent set forth below under “—Merger, Consolidation and Transfer of Assets,” the indenture does not contain any provisions that would limit our ability or ~~reports filed for~~ the ~~purpose~~ability of ~~updating such description. All reports~~any of our subsidiaries to incur indebtedness or other liabilities or that would afford holders of debt securities protection in the event of a business combination, takeover, recapitalization or highly leveraged or similar transaction involving us. Accordingly, we and our subsidiaries may in the future enter into transactions that could increase the amount of our consolidated indebtedness and other ~~documents subsequently filed~~liabilities or otherwise adversely affect our capital structure or credit rating without the consent of the holders of the debt securities of any series.

Unless otherwise indicated in the applicable prospectus supplement, each series of debt securities will be issued in registered form only, without coupons. The indenture, however, provides that we may also issue a series of debt securities in bearer form only, or in both registered and bearer form.

Unless otherwise indicated in the applicable prospectus supplement, registered debt securities will be issued in denominations of $1,000 or any integral multiples of $1,000, and bearer debt securities will be issued in denominations of $5,000.

Unless otherwise indicated in the applicable prospectus supplement, the debt securities will be payable and may be surrendered for registration of transfer or exchange and, if applicable, for conversion into or exchange for other securities or property, at an office or agency maintained by us in the United States of America. However, we, at our option, may make payments of interest on any registered debt security by check mailed to the address of the person entitled to receive that payment or by wire transfer to an account maintained by the ~~Company~~payee with a bank located in the United States of America. Unless otherwise indicated in the applicable prospectus supplement, no service charge shall be made for any registration of transfer or exchange, redemption or repayment of debt securities, or for any conversion or exchange of debt securities for other securities or property, but we may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with that transaction.

Unless otherwise indicated in the applicable prospectus supplement, payment of principal, premium, if any, and interest, if any, on bearer debt securities will be made, subject to any applicable laws and regulations, at an office or agency outside the United States. Unless otherwise indicated in the applicable prospectus supplement, payment of interest due on bearer debt securities on any interest payment date will be made only against surrender of the coupon relating to that interest payment date. Unless otherwise indicated in the applicable prospectus supplement, no payment of principal, premium, if any, or interest, if any, with respect to any bearer debt security will be made at any office or agency in the United States or by check mailed to any address in the United States or by wire transfer to an account maintained with a bank located in the United States. However, if any bearer debt securities are payable in U.S. dollars, payments on those bearer securities may be made at the corporate trust office of the relevant trustee or at any office or agency designated by us in the United States of America if, but only if, payment of the full amount due on the bearer debt securities for principal, premium, if any, or interest, if any, at all offices outside of the United States maintained for that purpose by us is illegal or effectively precluded by exchange controls or similar restrictions.

Unless otherwise indicated in the applicable prospectus supplement, we will not be required to:

issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days before any selection of debt securities of that series of like tenor and terms to be redeemed and ending at the close of business on the day of that selection;

register the transfer of or exchange any registered debt security, or portion of any registered debt security, selected for redemption, except the unredeemed portion of any registered debt security being redeemed in part;

exchange any bearer debt security selected for redemption, except to exchange a bearer debt security for a registered debt security of that series of like tenor and terms that is simultaneously surrendered for redemption; or

issue, register the transfer of or exchange a debt security which has been surrendered for repayment at the option of the holder, except the portion, if any, of the debt security not to be repaid.

The debt securities of a series may be issued in whole or in part in the form of one or more global debt securities. Global debt securities will be deposited with, or on behalf of, a depositary which, unless otherwise specified in the applicable prospectus supplement relating to the series, will be DTC. Global debt securities may be issued in either registered or bearer form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for individual certificates evidencing debt securities, a global debt security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.

We anticipate that global debt securities will be deposited with, or on behalf of, DTC and that global debt securities will be registered in the name of DTC’s nominee, Cede & Co. All interests in global debt securities deposited with, or on behalf of, DTC will be subject to the operations and procedures of DTC and, in the case of any interests in global debt securities held through Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), the operations and procedures of Euroclear or Clearstream, Luxembourg, as the case may be. We also anticipate that the following provisions will apply to the depository arrangements with respect to global debt securities. Additional or differing terms of the depository arrangements may be described in the applicable prospectus supplement.

a limited-purpose trust company organized under the New York Banking Law;

a “banking organization” within the meaning of the New York Banking Law;

a member of the Federal Reserve System;

a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

a “clearing agency” registered pursuant to ~~Sections 12, 13(a), 13(c) 14 or 15(d)~~the provisions of Section 17A of the Exchange Act.

DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, including transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, which eliminates the need for physical movement of securities certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Access to the DTC system is also available to others, sometimes referred to in this prospectus as indirect participants, that clear transactions through or maintain a custodial relationship with a direct participant either directly or indirectly. Indirect participants include securities brokers and dealers, banks and trust companies. The rules applicable to DTC and its participants are on file with the SEC.

Purchases of debt securities within the DTC system must be made by or through direct participants, which will receive a credit for the debt securities on DTC’s records. The ownership interest of the actual purchaser or beneficial owner of a debt security is, in turn, recorded on the direct and indirect participants’ records. Beneficial owners will not receive written confirmation from DTC of their purchases, but beneficial owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they purchased the debt securities. Transfers of ownership interests in debt securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the debt securities, except under the limited circumstances described below.

To facilitate subsequent transfers, all debt securities deposited by participants with DTC will be registered in the name of DTC’s nominee, Cede & Co. The deposit of debt securities with DTC and their registration in the name of Cede & Co. will not change the beneficial ownership of the debt securities. DTC has no knowledge of the actual beneficial owners of the debt securities. DTC’s records reflect only the identity of the direct participants to whose accounts the debt securities are credited. Those participants may or may not be the beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time.

Redemption notices shall be sent to DTC or its nominee. If less than all of the debt securities of a series are being redeemed, DTC will reduce the amount of the interest of each direct participant in the debt securities under its procedures.

In any case where a vote may be required with respect to the debt securities of any series, neither DTC nor Cede & Co. will give consents for or vote the global debt securities. Under its usual procedures, DTC will mail an omnibus proxy to us after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants to whose accounts the debt securities are credited on the record date identified in a listing attached to the omnibus proxy.

Principal and premium, if any, and interest, if any, on the global debt securities will be paid to Cede & Co., as nominee of DTC. DTC’s practice is to credit direct participants’ accounts on the relevant payment date unless DTC has reason to believe that it will not receive payments on the payment date. Payments by direct and indirect participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in “street name.” Those payments will be the responsibility of DTC’s direct and indirect participants and not of DTC, us, any trustee or any underwriters or agents involved in the offering or sale of any debt securities. Payment of principal, premium, if any, and interest, if any, to DTC is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants.

Except under the limited circumstances described below, beneficial owners of interests in a global debt security will not be entitled to have debt securities registered in their names and will not receive physical delivery of debt securities. Accordingly, each beneficial owner must rely on the procedures of DTC to exercise any rights under the debt securities and the indenture.

The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. These laws may impair the ability to transfer or pledge beneficial interests in global debt securities.

DTC is under no obligation to provide its services as depositary for the debt securities of any series and may discontinue providing its services at any time. Neither we nor any trustee nor any underwriters or agents involved in the offering or sale of any debt securities will have any responsibility for the performance by DTC or its participants or indirect participants under the rules and procedures governing DTC. As noted above, beneficial owners of interests in global debt securities generally will not receive certificates representing their ownership interests in the debt securities. However, if

DTC notifies us that it is unwilling or unable to continue as a depositary for the global debt securities of any series or if DTC ceases to be a clearing agency registered under the Exchange Act (if so required by applicable law or regulation) and a successor depositary for the debt securities of such series is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be,

we determine, in our sole discretion, not to have the debt securities of any series represented by one or more global debt securities, or

an Event of Default under the indenture has occurred and is continuing with respect to the debt securities of any series,

we will prepare and deliver certificates for the debt securities of that series in exchange for beneficial interests in the global debt securities of that series. Any beneficial interest in a global debt security that is exchangeable under the circumstances described in the preceding sentence will be exchangeable for debt securities in definitive certificated form registered in the names and in the authorized denominations that the depositary shall direct. It is expected that these directions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the global debt securities.

Clearstream, Luxembourg and Euroclear hold interests on behalf of their participating organizations through customers’ securities accounts in Clearstream, Luxembourg’s and Euroclear’s names on the books of their respective depositaries, which hold those interests in customers’ securities accounts in the depositaries’ names on the books of DTC. At the present time, Citibank, N.A. acts as U.S. depositary for Clearstream, Luxembourg and JPMorgan Chase Bank, N.A. acts as U.S. depositary for Euroclear (the “U.S. Depositaries”).

Clearstream, Luxembourg holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream, Luxembourg provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing.

Clearstream, Luxembourg is registered as a bank in Luxembourg, and as such is subject to regulation by the Commission de Surveillance du Secteur Financier and the Banque Centrale du Luxembourg, which supervise and oversee the activities of Luxembourg banks. Clearstream Participants are financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations, and may include any underwriters or agents involved in the offering or sale of any debt securities or their respective affiliates. Indirect access to Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with a Clearstream Participant. Clearstream, Luxembourg has established an electronic bridge with Euroclear as the operator of the Euroclear System (the “Euroclear Operator”) in Brussels to facilitate settlement of trades between Clearstream, Luxembourg and the Euroclear Operator.

Distributions with respect to global debt securities held beneficially through Clearstream, Luxembourg will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream, Luxembourg.

Euroclear holds securities and book-entry interests in securities for participating organizations (“Euroclear Participants”) and facilitates the clearance and settlement of securities transactions between Euroclear Participants, and between Euroclear Participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries. Euroclear provides Euroclear Participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing, and related services. Euroclear Participants are investment banks, securities brokers and dealers, banks, central banks, supranationals, custodians, investment managers, corporations, trust companies and certain other organizations, and may include any underwriters or agents involved in the offering or sale of any debt securities or their respective affiliates. Non-participants in Euroclear may hold and transfer beneficial interests in a global debt security through accounts with a participant in the Euroclear System or any other securities intermediary that holds a book-entry interest in a global debt security through one or more securities intermediaries standing between such other securities intermediary and Euroclear.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

Distributions on interests in global debt securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.

Transfers between Euroclear Participants and Clearstream Participants will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Cross market transfers between direct participants in DTC, on the one hand, and Euroclear Participants or Clearstream Participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty in such system in accordance with the applicable rules and procedures and within the established deadlines (European time) of such system. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving interests in global debt securities in DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement applicable to DTC. Euroclear Participants and Clearstream Participants may not deliver instructions directly to their respective U.S. Depositaries.

Due to time zone differences, the securities accounts of a Euroclear Participant or Clearstream Participant purchasing an interest in a global debt security from a direct participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear Participant or Clearstream Participant, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream, Luxembourg) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interests in a global debt security by or through a Euroclear Participant or Clearstream Participant to a direct participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day for Euroclear or Clearstream, Luxembourg following DTC’s settlement date.

Euroclear and Clearstream, Luxembourg are under no obligation to perform or to continue to perform the foregoing procedures and such procedures may be discontinued at any time without notice. Neither we nor any trustee nor any underwriters or agents involved in the offering or sale of any debt securities will have any responsibility for the performance by Euroclear or Clearstream, Luxembourg or their respective participants of their respective obligations under the rules and procedures governing their operations.

The information in this section concerning DTC, Euroclear and Clearstream, Luxembourg and their book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of that information.

The debt securities of any series may be redeemable at our option or may be subject to mandatory redemption by us as required by a sinking fund or otherwise. In addition, the debt securities of any series may be subject to repurchase or repayment by us at the option of the holders. The applicable prospectus supplement will describe the terms, the times and the prices regarding any optional or mandatory redemption by us or any repurchase or repayment at the option of the holders of any series of debt securities, if any.

The terms, if any, on which debt securities of any series are convertible into or exchangeable for our common shares or any other securities or property will be set forth in the applicable prospectus supplement. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holders or at our option. Unless otherwise expressly stated in the applicable prospectus supplement or the context otherwise requires, references in this prospectus and any prospectus supplement to the conversion or exchange of debt securities of any series for other securities or property shall be deemed not to refer to or include any exchange of any debt securities of a series for other debt securities of the same series.

The debt securities of any series may be secured by collateral. The applicable prospectus supplement will describe any such collateral and the terms of such secured debt securities.

The indenture provides that we will not, in any transaction or series of related transactions, consolidate with, or sell, lease or convey all or substantially all of our property and assets to, or merge with or into, any person unless:

either (1) we shall be the continuing person (in the case of a merger) or (2) the successor person (if other than us) formed by or resulting from the consolidation or merger or which shall have received the transfer of assets shall be an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume the due and punctual payment of the principal of, premium, if any, and interest, if any, on all the debt securities outstanding under the indenture and the due and punctual performance and observance of all covenants and conditions in such outstanding debt securities and the indenture to be performed or satisfied by us (including, without limitation, the obligation to convert or exchange any debt securities that are convertible into or exchangeable for other securities or property in accordance with the provisions of such debt securities and the indenture) by a supplemental indenture reasonably satisfactory in form to the trustee;

immediately after giving effect to the transaction described above, no Event of Default under the indenture, and no event which, after notice or lapse of time or both would become an Event of Default under the indenture, shall have occurred and be continuing; and

the trustee shall have received the officers’ certificate and opinion of counsel called for by the indenture.

In the case of any such consolidation, sale, lease, conveyance or merger in which we are not the continuing entity and upon execution and delivery by the successor person of the supplemental indenture described above, such successor person shall succeed to, and be substituted for, us and may exercise every right and power of ours under the indenture with the same effect as if such successor person had been named as us therein, and we shall be automatically released and discharged from all obligations and covenants under the indenture and the debt securities issued under that indenture.

Unless otherwise specified in the applicable prospectus supplement, an Event of Default with respect to the debt securities of any series is defined in the indenture as being:

(4)

default in the delivery when due of any securities, cash or other property (including, without limitation, any of our common shares) when required to be delivered upon conversion of any convertible debt security of that series or upon the exchange of any debt security of that series which is exchangeable for our common shares or other securities or property (other than an exchange of debt securities of that series for other debt securities of the same series);

No Event of Default with respect to any particular series of debt securities necessarily constitutes an Event of Default with respect to any other series of debt securities. The indenture provides that, within 90 days after the occurrence of any default with respect to the debt securities of any series, the trustee will mail to all holders of the debt securities of that series notice of that default if known to the trustee, unless that default has been cured or waived. However, the indenture provides that the trustee may withhold notice of a default with respect to the debt securities of that series, except a default in payment of principal, premium, if any, interest, if any, Additional Amounts, if any, or sinking fund payments, if any, if the trustee considers it in the best interest of the holders to do so. As used in this paragraph, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the debt securities of any series.

The indenture provides that if an Event of Default (other than an Event of Default specified in clause (6) of the second preceding paragraph with respect to us) occurs and is continuing with respect to any series of debt securities, either the trustee or the holders of at least 25% in principal amount of the debt securities of that series then outstanding may declare the principal of, or if debt securities of that series are original issue discount securities, such lesser amount as may be specified in the terms of that series of debt securities, and accrued and unpaid interest, if any, on all the debt securities of that series to be due and payable immediately. The indenture also provides that if an Event of Default specified in clause (6) of the second preceding paragraph with respect to us occurs with respect to any series of debt securities, then the principal of, or if debt securities of that series are original issue discount securities, such lesser amount as may be specified in the terms of that series of debt securities, and accrued and unpaid interest, if any, on all the debt securities of that series will automatically become and be immediately due and payable without any declaration or other action on the part of the trustee or any holder of the debt securities of that series. However, upon specified conditions, the holders of a majority in principal amount of the debt securities of a series then outstanding may rescind and annul an acceleration of the debt securities of that series and its consequences. For purposes of clarity, references to an Event of Default specified in clause (6) of the second preceding paragraph with respect to us shall not include any Event of Default specified in clause (6) of the second preceding paragraph with respect to any Significant Subsidiary of ours.

Subject to the provisions of the Trust Indenture Act of 1939 requiring the trustee, during the continuance of an Event of Default under the indenture, to act with the requisite standard of care, the trustee is under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of debt securities of any series unless those holders have offered the trustee indemnity reasonably satisfactory to the trustee against the costs, fees and expenses and liabilities which might be incurred in compliance with such request or direction. Subject to the foregoing, holders of a majority in principal amount of the outstanding debt securities of any series issued under the indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee under the indenture with respect to that series. The indenture requires the annual filing by us with the trustee of a certificate which states whether or not we are in default under the terms of the indenture.

No holder of any debt securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to the indenture, or for the appointment of a receiver or trustee, or for any other remedy under the indenture, unless

such holder has previously given written notice to the trustee of a continuing Event of Default with respect to the debt securities of such series;

the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of such series shall have made written request to the trustee to institute proceedings in respect of such Event of Default in its own name as trustee under the indenture;

such holder or holders have offered to the trustee indemnity reasonably satisfactory to the trustee against the costs, fees and expenses and liabilities which might be incurred in compliance with such request;

the trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

no direction inconsistent with such written request has been given to the trustee during such 60 day period by the holders of a majority in principal amount of the outstanding debt securities of such series.

Notwithstanding any other provision of the indenture, the holder of a debt security will have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and interest, if any, on that debt security on the respective due dates for those payments and, in the case of any debt security which is convertible into or exchangeable for other securities or property, to convert or exchange, as the case may be, that debt security in accordance with its terms, and to institute suit for the enforcement of those payments and any right to effect such conversion or exchange, and this right shall not be impaired without the consent of the holder.

The indenture permits us and the trustee, with the consent of the holders of a majority in principal amount of the outstanding debt securities of each series issued under the indenture and affected by a modification or amendment, to modify or amend any of the provisions of the indenture or of the debt securities of the applicable series or the rights of the holders of the debt securities of that series under the indenture. However, the consent of the holder of each debt security affected will be required for any modification or amendment that, among other things:

changes the stated maturity of the principal of, or premium, if any, or any installment of interest, if any, on or any Additional Amounts, if any, with respect to any debt securities issued under the indenture;

reduces the principal of or any premium on any debt securities or reduce the rate of interest on any debt securities or reduce the price payable upon the redemption of any debt security, whether such redemption is mandatory or at our option, or upon the repurchase of any debt security at the option of the holder, or reduce any Additional Amounts with respect to any debt securities, or change our obligation to pay Additional Amounts;

reduces the amount of principal of any original issue discount securities that would be due and payable upon an acceleration of the maturity thereof;

adversely affects any right of repayment or repurchase of any debt securities at the option of any holder;

changes any place where or the currency in which debt securities are payable;

impairs the holder’s right to institute suit to enforce the payment of any debt securities on or after their stated maturity or, in the case of any debt security which is convertible into or exchangeable for other securities or property, to institute suit to enforce the right to convert or exchange that debt security in accordance with its terms;

makes any change that adversely affects the right, if any, to convert or exchange any debt securities for other securities or property;

reduces the percentage of debt securities of any series issued under the indenture whose holders must consent to any modification or amendment or any waiver of compliance with specific provisions of such indenture or specified defaults under the indenture and their consequences; or

reduces the requirements for a quorum or voting at a meeting of holders of the applicable debt securities.

The indenture also contains provisions permitting us and the trustee, without the consent of the holders of any debt securities issued under the indenture, to modify or amend the indenture, among other things:

to evidence the succession of another person to us and the assumption by that successor of our covenants contained in the indenture and in the debt securities;

to add to our covenants for the benefit of the holders of all or any series of debt securities issued under the indenture or to surrender any right or power conferred upon us with respect to all or any series of debt securities issued under the indenture;

to add to or change any provisions of the indenture to facilitate the issuance of bearer securities;

to establish the form or terms of debt securities of any series and any related coupons, including, without limitation, conversion and exchange provisions applicable to debt securities which are convertible into or exchangeable for other securities or property, and to establish any provisions with respect to any security or other collateral for such debt securities, and to make any deletions from or additions or changes to the indenture in connection with any of the matters referred to in this bullet point so long as those deletions, additions and changes are not applicable to any other series of debt securities then outstanding;

to evidence and provide for the acceptance of the appointment of a successor trustee in respect of the debt securities of one or more series;

to cure any ambiguity or correct or supplement any provision in such indenture which may be defective or inconsistent with other provisions in the indenture, or to make any other provisions with respect to matters or questions arising under the indenture which shall not adversely affect the interests of the holders of the debt securities of any series then outstanding in any material respect;

to add any additional Events of Default with respect to all or any series of debt securities;

to supplement any of the provisions of the indenture to permit or facilitate defeasance, covenant defeasance and/or satisfaction and discharge of any series of debt securities, provided that such action shall not adversely effect the interest of any holder of a debt security of such series or any other debt security in any material respect;

to secure or, if applicable, to provide additional security for all or any debt securities issued under the indenture and to provide for any and all matters relating thereto, and to provide for the release of any collateral as security for all or any debt securities in accordance with the terms of the indenture;

to add to or change or eliminate any provision of the indenture as is necessary or desirable in accordance with any amendment to the Trust Indenture Act;

to make any change to the indenture, or any supplemental indenture, or any debt securities to conform the terms thereof to any provision of the description of a series of any debt securities in any prospectus (including this prospectus), prospectus supplement, offering memorandum or similar offering document used in connection with the initial offering or sale of any debt securities to the extent that such provision in such description was intended to be a substantially verbatim recitation of a provision of the indenture or debt securities;

in the case of any series of debt securities which are convertible into or exchangeable for our common shares or other securities or property, to provide for the conversion or exchange rights of those debt securities in the event of any reclassification or change of our common shares or any of our other securities into which such debt securities are convertible or for which such debt securities are exchangeable or any similar transaction if expressly required by the terms of that series of debt securities; or

to amend or supplement any provision contained in the indenture or in any debt securities, provided that such amendment or supplement does not apply to any outstanding debt securities issued prior to the ~~filing~~date of such supplemental indenture and entitled to the benefits of such provisions.

The holders of a ~~post-effective amendment~~majority in aggregate principal amount of the outstanding debt securities of any series may waive our compliance with the provisions described above under “—Merger, Consolidation and Transfer of Assets” and certain other provisions of the indenture and, if specified in the prospectus supplement relating to such series of debt securities, any additional covenants applicable to the debt securities of such series. The holders of a majority in aggregate principal amount of the outstanding debt securities of any series may, on behalf of all holders of debt securities of that ~~indicates~~series, waive any past default under the indenture with respect to debt securities of that series and its consequences, except a default in the payment of the principal of, or premium, if any, or interest, if any, on debt securities of that series or, in the case of any debt securities which are convertible into or exchangeable for other securities or property, a default in any such conversion or exchange, or a default in respect of a covenant or provision which cannot be modified or amended without the consent of the holder of each outstanding debt security of the affected series.

The indenture contains provisions for convening meetings of the holders of a series of debt securities if (and only if) debt securities of such series are issued or issuable, in whole or in part, in the form of bearer debt securities. A meeting may be called at any time by the trustee, and also upon our request or the request of holders of at least 33 1/3% in principal amount of the outstanding debt securities of a series. Notice of a meeting must be given in accordance with the provisions of the indenture. Except for any consent which must be given by the holder of each outstanding debt security affected in the manner described above, any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum, as described below, is present may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding debt securities of that series. However, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which the indenture provides may be made, given or taken by the holders of a specified percentage, which is less or more than a majority, in principal amount of the outstanding debt securities of a series may be

adopted at a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of the holders of that specified percentage in principal amount of the outstanding debt securities of that series. Any resolution passed or decision taken at any meeting of holders of debt securities of any series duly held in accordance with the indenture will be binding on all holders of debt securities of that series and the related coupons, if any. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons entitled to vote a majority in principal amount of the outstanding debt securities of a series, or, if any action is to be taken at a meeting with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which the indenture provides may be given by holders of a greater percentage in principal amount of outstanding debt securities of a series, the persons entitled to vote at such greater percentage in principal amount of the outstanding debt securities of such series.

Unless otherwise provided in the applicable prospectus supplement, upon our direction, the indenture shall cease to be of further effect with respect to any series of debt securities issued under the indenture specified by us, subject to the survival of specified provisions of the indenture (including the obligation to pay Additional Amounts to the extent described below and the obligation, if applicable, to exchange or convert debt securities of that series into other securities or property in accordance with their terms) when:

we have paid all other sums payable under the indenture with respect to the debt securities of that series; and

the trustee has received an officers’ certificate and an opinion of counsel called for by the indenture.

Unless otherwise provided in the applicable prospectus supplement, we may elect with respect to any series of debt securities either:

to defease and be discharged from all of our obligations with respect to that series of debt securities (“defeasance”), except for:

to be released from our obligations with respect to the debt securities of such series under such covenants as may be specified in the applicable prospectus supplement, and any omission to comply with those obligations shall not constitute a default or an Event of Default with respect to that series of debt securities (“covenant defeasance”), in either case upon the irrevocable deposit with the trustee, or other qualifying trustee, in trust for that purpose, of an amount in U.S. dollars or in the foreign currency in which those debt securities are payable at stated maturity or, if applicable, upon redemption, and/or Government Obligations which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay the principal of and any premium and any interest on (and, to the extent that (x) the debt securities of that series provide for the payment of Additional Amounts and (y) the amount of the Additional Amounts which are or will be payable is at the time of deposit reasonably determinable by us, in the exercise of our sole and absolute discretion, the Additional Amounts with respect to) that series of debt securities, and any mandatory sinking fund or analogous payments on that series of debt securities, on the due dates for those payments.

The defeasance or covenant defeasance described above shall only be effective if, among other things:

it shall not result in a breach or violation of, or constitute a default under, the indenture;

in the case of defeasance, we shall have delivered to the trustee an opinion of independent counsel reasonably acceptable to the trustee confirming that (A) we have received from or there has been published by the Internal Revenue Service a ruling or (B) since the date of the indenture there has been a change in applicable U.S. federal income tax law, in either case to the effect that, and based on this ruling or change the opinion of counsel shall confirm that, the holders and beneficial owners of the debt securities of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance had not occurred;

in the case of defeasance, we shall provide money in an amount sufficient in the written opinion of a nationally recognized firm of independent public accountants to pay the principal of, premium, if any, and each installment of interest on the debt securities;

in the case of covenant defeasance, we shall have delivered to the trustee an opinion of independent counsel reasonably acceptable to the trustee to the effect that the holders and beneficial owners of the debt securities of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred;

if the cash and Government Obligations deposited are sufficient to pay the outstanding debt securities of that series provided those debt securities are redeemed on a particular redemption date, we shall have given the trustee irrevocable instructions to redeem those debt securities on that date; and

no Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to debt securities of that series shall have occurred and be continuing on the date of the deposit into trust; and, solely in the case of defeasance, no Event of Default arising from specified events of bankruptcy, insolvency or reorganization with respect to us or event which with notice or lapse of time or both would become such an Event of Default with respect to us shall have occurred and be continuing during the period through and including the 91st day after the date of the deposit into trust.

The applicable prospectus supplement may further describe the provisions, if any, permitting or restricting satisfaction and discharge, defeasance or covenant defeasance with respect to the debt securities of a particular series.

As used in the indenture, the following terms have the meanings specified below:

The term “Corporation” includes corporations, partnerships, associations, limited liability companies and other companies and business trusts. The term “corporation” means a corporation and does not include partnerships, associations, limited liability companies or other companies or business trusts.

“Non-recourse Debt” means any indebtedness the terms of which provide that the claim for repayment of such indebtedness by the holder thereof is limited solely to a claim against the property or assets (including, without limitation, securities or interests in securities) that secure such indebtedness; provided, however, that any obligations or liabilities of the debtor or obligor or any other person solely for indemnities, covenants or breaches of warranties, representations or covenants or similar matters in respect of any indebtedness will not prevent such indebtedness from constituting Non-recourse Debt.

“Person” or “person” means any individual, Corporation, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Significant Subsidiary” means, as of any date of determination, a Subsidiary of ours that would constitute a “significant subsidiary” as such term is defined under Rule 1-02(w) of Regulation S-X of the SEC as in effect on the date of the indenture.

“Subsidiary” means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock or other equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

The indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.

The Trust Indenture Act of 1939 limits the rights of a trustee, if the trustee becomes a creditor of us, to obtain payment of claims or to realize on property received by it in respect of those claims, as security or otherwise. Any trustee is permitted to engage in other transactions with us and our subsidiaries from time to time. However, if a trustee acquires any conflicting interest it must eliminate the conflict upon the occurrence of an Event of Default under the applicable indenture or resign as trustee.

This section describes the general terms and provisions of the warrants that we may offer by this prospectus. The applicable prospectus supplement will describe the specific terms of the warrants then offered, and the terms and provisions described in this section will apply only to the extent not superseded by the terms of the applicable prospectus supplement.

We may issue warrants for the purchase of common stock, preferred stock, depositary shares, debt securities or units, respectively referred to as common stock warrants, preferred stock warrants, depositary share warrants, debt security warrants and unit warrants. Warrants may be issued independently or together with any other securities offered ~~hereby~~by this prospectus and any accompanying prospectus supplement and may be attached to or separate from such other securities. Each issuance of the warrants will be issued under a separate warrant agreement to be entered into by us and a bank or trust company, as warrant agent, all as set forth in the prospectus supplement relating to the particular issue of offered warrants. Each issue of warrants will be evidenced by warrant certificates. The warrant agent will act solely as an agent of ours in connection with the warrant certificates and will not assume any obligation or relationship of agency or trust for or with any holder of warrant certificates or beneficial owners of warrants.

If we offer warrants pursuant to this prospectus in the future, the applicable prospectus supplement will describe the terms of such warrants, including the following, where applicable:

the number of shares of common stock, shares of preferred stock, depositary shares or units, or principal amount of debt securities, purchasable upon exercise of each of such warrants and the price at which such number of shares of common stock, shares of preferred stock, depositary shares or units, or principal amount of debt securities, may be purchased upon such exercise;

in the case of preferred stock warrants or depositary share warrants, the designation, aggregate number, and terms of the class or series of preferred stock or related depositary shares purchasable upon exercise of such warrants;

in the case of debt security warrants, the currency in which the principal amount of debt securities may be purchased upon such exercise;

the designation and terms of the securities with which such warrants are being offered, if any, and the number of such warrants being offered with each such security;

the date on and after which such warrants and any related securities will be transferable separately;

the date on which the right to exercise such warrants shall commence and the expiration date on which such right shall expire;

federal income tax considerations; and

any other material terms of such warrants.

Holders of future warrants, if any, will not be entitled by virtue of being such holders, to vote, to consent, to receive dividends, to receive notice with respect to any meeting of stockholders for the election of our directors or any other matter, or to exercise any rights whatsoever as stockholders of the Company. In addition, holders of future debt security warrants, if any, will not be entitled by virtue of being such holders, to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture.

This section describes the general terms and provisions of the rights to purchase certain of our securities that we may issue to holders of our securities by this prospectus. The applicable prospectus supplement will describe the specific terms of the rights then issued, and the terms and provisions described in this section will apply only to the extent not superseded by the terms of the applicable prospectus supplement.

We may issue, as a dividend at no cost, to holders of record of our securities or any class or series thereof on the applicable record date, rights to purchase shares of our common stock or preferred stock, to purchase warrants exercisable for shares of our common stock, shares of our preferred stock, depositary shares, debt securities or units, to purchase debt securities, to purchase depositary shares or to purchase units consisting of two or more of the foregoing. In this prospectus, we refer to such rights as “stockholder rights.” If stockholder rights are so issued to existing holders of securities, each stockholder right will entitle the registered holder thereof to purchase the securities issuable upon exercise of the rights pursuant to the terms set forth in the applicable prospectus supplement.

If stockholder rights are issued, the applicable prospectus supplement will describe the terms of such stockholder rights including the following where applicable:

aggregate number of shares of preferred stock, shares of common stock, warrants, depositary shares or units, or principal amount of debt securities, purchasable upon exercise of such stockholder rights;

in the case of stockholder rights for preferred stock, preferred stock warrants, depositary shares or depositary share warrants, the designation, aggregate number, and terms of the class or series of preferred stock purchasable upon exercise of such stockholder rights or warrants;

in the case of stockholder rights for debt securities or debt security warrants, the principal amount of debt securities purchasable upon exercise of such stockholder rights or warrants and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;

the date on which the right to exercise such stockholder rights shall commence and the expiration date on which such right shall expire;

federal income tax considerations; and

other material terms of such stockholder rights.

In addition to the terms of the stockholder rights and the securities issuable upon exercise thereof, the prospectus supplement may describe, for a holder of such stockholder rights who validly exercises all stockholder rights issued to such holder, how to subscribe for unsubscribed securities, issuable pursuant to unexercised stockholder rights issued to other holders, to the extent such stockholder rights have not been exercised.

Holders of stockholder rights will not be entitled by virtue of being such holders, to vote, to consent, to receive dividends, to receive notice with respect to any meeting of stockholders for the election of our directors or any other matter, or to exercise any rights whatsoever as stockholders of the Company, except to the extent described in the related prospectus supplement. In addition, holders of stockholder rights to purchase debt security warrants will not be entitled by virtue of being such holders, to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture, except to the extent described in the related prospectus supplement.

We may, at our option, elect to offer fractional shares rather than full shares of the preferred stock of a series. In the event that we determine to do so, we will issue receipts for depositary shares, each of which will represent a fraction (to be set forth in the prospectus supplement relating to a particular series of preferred stock) of a share of a particular series of preferred stock as more fully described below.

The shares of any series of preferred stock represented by depositary shares will be deposited under one or more deposit agreements among us, a depositary to be named in the applicable prospectus supplement, and the holders from time to time of depositary receipts issued thereunder. Subject to the terms of the applicable deposit agreement, each holder of a depositary share will be entitled, in proportion to the applicable fraction of a share of preferred stock represented by the depositary share, to all the rights and preferences of the preferred stock represented thereby (including, as applicable, dividend, voting, redemption, subscription and liquidation rights).

The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of the related series of preferred stock.

The following description sets forth certain general terms and provisions of the depositary shares to which any prospectus supplement may relate. The particular terms of the depositary shares to which any prospectus supplement may relate and the extent, if any, to which such general provisions may apply to the depositary shares so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the depositary shares or the deposit agreement described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been ~~sold~~superseded by that prospectus supplement relating to such deposited shares. The forms of deposit agreement and depositary receipt will be filed as exhibits to the documents incorporated or ~~that deregisters all securities remaining unsold, shall be~~ deemed to be incorporated by reference ~~herein~~into this prospectus.

The following summary of certain provisions of the depositary shares and deposit agreement does not purport to be complete and is subject to, and is qualified in its entirety by express reference to, all the provisions of the deposit agreement and the applicable prospectus supplement, including the definitions.

Immediately following our issuance of shares of a series of preferred stock that will be offered as fractional shares, we will deposit the shares with the depositary, which will then issue and deliver the depositary receipts to the purchasers thereof. Depositary receipts will only be issued evidencing whole depositary shares. A depositary receipt may evidence any number of whole depositary shares.

Pending the preparation of definitive depositary receipts, the depositary may, upon our written order, issue temporary depositary receipts substantially identical to (and entitling the holders thereof to all the rights pertaining to) the definitive depositary receipts but not in definitive form. Definitive depositary receipts will be prepared thereafter without unreasonable delay, and such temporary depositary receipts will be exchangeable for definitive depositary receipts at our expense.

The depositary will distribute all cash dividends or other cash distributions received in respect of the related series of preferred stock to the record holders of depositary shares relating to the series of preferred stock in proportion to the number of the depositary shares owned by the holders.

In the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares entitled thereto in proportion to the number of depositary shares owned by the holders, unless the depositary determines that the distribution cannot be made proportionately among the holders or that it is not feasible to make the distributions, in which case the depositary may, with our approval, adopt any method as it deems equitable and practicable for the purpose of effecting the distribution, including the sale (at public or private sale) of the securities or property thus received, or any part ~~hereof~~thereof, at the place or places and upon those terms as it may deem proper.

The amount distributed in any of the foregoing cases will be reduced by any amounts required to be withheld by us or the depositary on account of taxes or other governmental charges.

If any series of the preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary resulting from any redemption, in whole or in part, of the series of the preferred stock held by the depositary. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share payable with respect to the series of the preferred stock. If we redeem shares of a series of preferred stock held by the depositary, the depositary will redeem as of the same redemption date the number of depositary shares representing the shares of preferred stock so redeemed. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or substantially equivalent method determined by the depositary.

After the date fixed for redemption, the depositary shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the depositary shares will cease, except the right to receive the monies payable upon redemption and any money or other property to which the holders of the depositary shares were entitled upon such redemption, upon surrender to the depositary of the depositary receipts evidencing the depositary shares. Any funds deposited by us with the depositary for any depositary shares that the holders thereof fail to redeem will be returned to us after a period of two years from the date the funds are so deposited.

Upon receipt of ~~filing~~notice of ~~such reports and documents. Any statement~~any meeting at which the holders of any series of the preferred stock are entitled to vote, the depositary will mail the information contained in ~~a document incorporated by reference herein shall be deemed modified or superseded for purposes~~the notice of ~~this Prospectus~~meeting to the extent that a statement contained or incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, upon written or oral request of such person, a copy of any and allrecord holders of the ~~information that has been or may be incorporated by reference in this Prospectus, other than exhibits~~depositary shares relating to such documents (unless such exhibits are specifically incorporated by reference into such documents). Such requests should be directed to Universal Heights, Inc., Attention: Bradley I. Meier, President, 2875 N.E. 191st Street, Suite 400A, Miami, Florida 33180. Mr. Meier's telephone number is (305) 792-4200. THE COMPANY The Company was organized in 1990 to design and market novelty and souvenir sports-related products. In 1997, the ~~Company abandoned its sports-related products business and decided to take advantage~~series of what management believes to be profitable business and growth opportunities in the homeowners' insurance marketplace. In connection with such efforts, the Company formed a wholly owned subsidiary, Universal Insurance Holding Company, which in turn formed a wholly owned subsidiary, Universal Property & Casualty Insurance Company ("UPCIC"), to participate in the transfer of homeowner insurance policies from the Florida Residential Property and Casualty Joint Underwriting Association ("JUA").2/ - ------------ 2/ The Company has another wholly owned subsidiary, Izano Sports Corporation, L.L.C. ("Izano"), which is currently inactive. Izano was acquired in connection with the Company's now-discontinued sports-related novelty and souvenir business. 4 ~~The JUA was established in 1992 as a temporary measure to provide insurance coverage for individuals who could not obtain coverage from private carriers because~~preferred stock. Each record holder of the ~~impact~~depositary shares on the ~~private insurance market~~record date (which will be the same date as the record date for the related series of ~~Hurricane Andrew in 1992. Rather than serving~~preferred stock) will be entitled to instruct the depositary as ~~a temporary source of emergency insurance coverage as was originally intended,~~to the JUA is a major provider of original and renewal insurance coverage for Florida residents. The Florida legislature has approved a number of initiatives to reduce the number of policies in the JUA, and thus the exposureexercise of the program to liability. The Florida legislature approved, and the Florida Department of Insurance ("DOI") implemented, the Market Challenge/Takeout Bonus Program ("Takeout Program"), which provides additional incentives to private insurance companies to acquire policies from the JUA. The Takeout Program is attractive because it provides both substantial regulatory and financial incentives to private insurer participants. On the regulatory side, participants are exempt from regular assessments by the DOI for the state's emergency insurance coverage programs for a period of three years. On the financial side, Takeout Program participants also receive a bonus payment based upon the number of policies taken out of the JUA portfolio. On October 29, 1997, DOI approved the Company's application for a permit to organize UPCIC as a domestic insurance company in the State of Florida. On December 4, 1997, the Company raised approximately $6.72 million in a private offering to various institutional and/or otherwise accredited investors pursuant to which the Company issued, in the aggregate, 11,208,996 shares of its Common Stock at a price of $.60 per share ("Private Offering"). The proceeds of the Private Offering were used to meet the minimum regulatory capitalization requirements ($5,300,000) required by the DOI to obtain an insurance company license and for general working capital. The Company received on December 31, 1997 a license to engage in underwriting homeowners insurance in the State of Florida. The Florida Department of Insurance requires applicants to have a minimum capitalization of $5.3 million to be eligible to operate as an insurance company in the State of Florida. Upon being issued an insurance license, companies must maintain capitalization of at least $4 million. If an insurance company's capitalization falls below $4 million, then the company will be deemed out of compliance with DOI requirements, which could result in revocation of the participant's license to operate as an insurance company in the State of Florida. The Company's insurance subsidiary will maintain a separate account to hold the minimum continued capitalization required. UPCIC's initial business and operations consists of providing property and casualty coverage through homeowners insurance policies acquired through the JUA. In the future, UPCIC expects to explore the viability of offering homeowners property and casualty insurance in Florida in the voluntary insurance market through independent agents, as surplus permits. UPCIC expects to expand its business as market conditions and opportunities permit. The earnings of UPCIC from policy premiums are supplemented by the generation of investment income from investment policies adopted by the Board of Directors of UPCIC. UPCIC's principal investment goal will be to maintain safety and liquidity, enhance equity values and achieve an increased rate of return consistent with regulatory requirements. 5 All marketing, underwriting, rating, policy issuance and administration functions are performed for UPCIC by Universal P&C Management, Inc. ("Universal Management"). Universal Management is a New York corporation and is a wholly owned subsidiary of American European Group, Inc. ("AEG"), a Delaware insurance holding company. Universal Management and AEG both maintain offices at 444 Madison Avenue, Suite 501, New York, New York 10022. Universal Management and AEG both employ Joseph DeAlessandro as a senior officer and director. Mr. DeAlessandro has over 40 years of experience in the insurance industry having served as a senior executive with a number of insurance companies including American International Group, Travelers Insurance Group and its subsidiary, Gulf Insurance Company, and currently the American European Group of Companies. Pursuant to an employment agreement, Mr. DeAlessandro is chairman and chief executive officer of UPCIC. Claims handling functions for UPCIC are principally administered by independent claims adjustment firms licensed in Florida that are nationally recognized claims adjusters and have catastrophe response capabilities. UPCIC retains oversight of claims administration by imposing specified limits of claims settlement authority and by conducting regular audits of claims practices. The Company intends to continue to devote its efforts to the business plan for UPCIC. Since February 1998 the Company has assumed and is currently servicing approximately 28,000 policies from the JUA. The Company expects to solicit renewals of these policies, which renewals would represent approximately $26,000,000 in estimated annual gross direct written premium revenues. In addition, the Company received approximately $89 per policy in bonus incentive paid to the Company by the JUA for assuming the policies, which it is required to maintain in escrow for three years. The Company must maintain the policies from the JUA for the three year period at which point the Company will receive the bonus money. The Company believes in the short-term it will continue to be able to obtain additional policies from the JUA and continue to receive incentive bonuses. The Company currently has obtained approximately 28,000 policies from the JUA and the JUA has granted the Company approval to receive up to 30,000 policies. The Company expects to obtain most, if not all, of the 30,000 policies for which it has been granted approval to receive under the JUA program. The Company believes that this base of insurance business will provide opportunities for the Company to solicit renewals of premiums in future periods which, if obtained, would allow the Company to develop its insurance business beyond the next twelve months. Although there is no assurance that customers will renew their policies, the Company plans to negotiate with insurance agents that will write business in connection with the JUA policies in an effort to obtain policy renewals. The company also expects to establish relationships with insurance agents outside of the JUA program to write new business. To continue to grow its insurance operations, the Company can also obtain policies in the open market and, upon achieving certain additional capitalization requirements, the Company may request permission from the JUA and the DOI to increase the number of policies that the Company can obtain under the JUA program. To date the Company has not sold policies in the open market; 6 however, the Company expects to do so beginning in July 1998. In determining appropriate guidelines for such open market policy sales, the Company plans to employ standards similar to those used by the Company when selecting policies from the JUA. See "Risk Factors Reliance on Takeout Program and Competition" for a discussion of the material conditions and uncertainties that may affect the Company's ability to obtain additional policies. The Company's executive offices are located at 2875 N.E. 191st Street, Suite 400A, Miami, Florida 33180. The Company's telephone number is (305) 792-4200. RISK FACTORS IN EVALUATING THE COMPANY AND ITS BUSINESS, PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY SHOULD CAREFULLY CONSIDER THE RISK FACTORS SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS, PRIOR TO MAKING AN INVESTMENT. A NUMBER OF STATEMENTS CONTAINED IN THIS PROSPECTUS ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN THE APPLICABLE STATEMENTS. THESE RISKS AND UNCERTAINTIES INCLUDE BUT ARE NOT LIMITED TO THE COSTS AND THE UNCERTAINTIES ASSOCIATED WITH THE RISK FACTORS SET FORTH BELOW. MANAGEMENT OF EXPOSURE TO CATASTROPHIC LOSSES UPCIC is exposed to multiple insured losses arising out of a single occurrence, such as a natural catastrophe. As with all property and casualty insurers, UPCIC expects to incur some losses related to catastrophes and will price its policies accordingly. UPCIC's exposure to catastrophic losses arises principally out of hurricanes and windstorms. UPCIC manages its exposure to such losses from an underwriting perspective by attempting to limit the accumulation of known risks in exposed geographic areas. In addition, UPCIC protects itself against the risk of catastrophic loss by obtaining reinsurance coverage for high levels of damage. UPCIC's reinsurance program consists of excess of loss and quota share reinsurance and catastrophe reinsurance. 7 ADEQUACY OF RESERVE The reserve for losses and loss adjustment expenses periodically established by UPCIC are estimates of amounts needed to pay reported and unreported claims and related loss adjustment expenses. The estimates necessarily are based on certain assumptions related to the ultimate cost to settle such claims. There is an inherent degree of uncertainty involved in the establishment of reserves for losses and loss adjustment expenses and there may be substantial differences between actual losses and UPCIC's reserve estimates. In the case of UPCIC, this uncertainty is compounded by UPCIC's absence of historical claims experience. UPCIC relies on industry data and JUA data as well as the expertise and experience of key individuals, referenced herein, in an effort to establish accurate estimates and adequate reserves. Furthermore, factors such as storms and weather conditions, inflation, claim settlement patterns, legislative activity and litigation trends may have an impact on UPCIC's future loss experience. Accordingly, there can be no assurance that UPCIC's reserves will be adequate to cover ultimate loss developments. UPCIC's profitability and financial condition could be adversely affected to the extent that its reserves are inadequate. GOVERNMENT REGULATION Florida insurance companies are subject to regulation and supervision by the DOI. Notwithstanding the three year regulatory relief available to UPCIC under the Takeout Program, the DOI has broad regulatory, supervisory and administrative powers. Such powers relate, among other things, to the granting and revocation of licenses to transact business, the licensing of agents, the standards of solvency to be met and maintained, the nature of and limitations on investments, approval of policy forms and rates, periodic examination of the affairs of insurance companies, and the form and content of required financial statements. Such regulation and supervision are primarily for the benefit and protection of policyholders and not for the benefit of investors. In addition, the Florida legislature and the National Association of Insurance Commissioners from time to time consider proposals that may effect, among other things, regulatory assessments and reserve requirements. UPCIC cannot predict the effect that any proposed or future legislation or regulatory or administrative initiatives may have on the financial condition or operations of UPCIC. REINSURANCE UPCIC relies on the use of reinsurance to limit the amount of risk retained under its policies and to increase its ability to write additional risks. UPCIC's intention is to limit its exposure and therefore protect its capital, even in the event of catastrophic occurrences, through reinsurance agreements that transfer the risk of loss in excess of $1 million. The property and casualty reinsurance industry is subject to the same market conditions as the direct property and casualty insurance market, and there can be no assurance that reinsurance will be available to UPCIC to the same extent and at the same cost as currently anticipated by UPCIC. Reinsurance does not legally discharge an insurer from its primary liability for the full amount of the risks it insures, although it does make the reinsurer liable to the primary insurer. Therefore, UPCIC is subject to credit risk with respect to its reinsurers. A 8 reinsurer's insolvency or inability to make payments under a reinsurance treaty could have a material adverse affect on the financial condition and profitability of UPCIC. DEPENDENCE ON KEY INDIVIDUALS UPCIC's operations are materially dependent upon the efforts of Universal Management, whose key executives include Joseph P. DeAlessandro, Chairman and Chief Executive Officer; David Asher, Senior Vice President and Chief Underwriting Officer; Robert Thomas, Chief Financial Officer and Executive Vice President; and Barry J. Goldstein, Senior Vice President. In addition, UPCIC's operations depend in large part on the efforts of Bradley I. Meier, who serves as President of UPCIC. Mr. Meier has also served as President, Chief Executive Officer and Director of Universal Heights since its inception in November 1990. The loss of the services provided by Universal Management's key executives or Mr. Meier could have a material adverse effect on UPCIC's operations. RELIANCE ON TAKEOUT PROGRAM All of UPCIC's initial revenues are derived from insurance policies obtained through the JUA. Future profitability and growth are dependent upon UPCIC's ability to renew the policies transferred from the JUA and to obtain additional policyholders from the JUA or the voluntary insurance market. There is no assurance that UPCIC will be able to retain the policyholders whose policies it acquires from the JUA or that UPCIC will be able to attract additional policyholders. The inability to retain and attract additional policyholders could impair UPCIC's growth and future financial performance. COMPETITION The insurance industry is highly competitive and many companies currently write homeowner property and casualty insurance. Additionally, UPCIC must compete with companies that have greater capital resources and longer operating histories for business both in the Takeout Program and the private insurance market. Increased competition from other insurance companies could adversely affect UPCIC's ability to do business profitably. DISCONTINUED OPERATIONS The Company was organized in 1990 to design and market licensed novelty and souvenir products. In order to expand its product line, during fiscal 1996, the Company acquired a private company engaged in the sale of patented, weighted athletic gloves and also acquired substantially all the assets of another private company engaged in the sale of pens with sports logos. During the fiscal year ended April 30, 1997, the Company ceased all marketing efforts of its souvenir business and sports-related products and at the time, estimated the loss on disposed of inventories and patents at approximately $1,308,000. Subsequently, management's efforts were spent on raising capital for its new insurance business and the Company was unable to 9 close out the inventory and patents for the expected realized amounts. In February 1998, the Company determined that its efforts to commence and coordinate the insurance activity would be more beneficial to the Company and abandoned its efforts to pursue further recoveries of its former business. Management disposed of its remaining sports-related products inventory at closeout prices resulting in losses of an additional $280,000. Accordingly, all remaining costs attributable to the disposition of inventory equal to $200,000 have been currently written-off and the Company has provided for additional costs of approximately $158,000 related to its discontinued operations. USE OF PROCEEDS There will be no proceeds to the Company from the sale of the Shares by the Selling Shareholders. Any proceeds of sales of Common Stock by the Selling Shareholders will be retained by the Selling Shareholders. SELLING SHAREHOLDERS The following table sets forth the names of the Selling Shareholders, the number of shares of Common Stock beneficially owned by each Selling Shareholder as of July 10, 1998, and the number of Shares that may be offered for sale pursuant to this Prospectus by each such Selling Shareholder. Except as set forth below, none of the Selling Shareholders has held any position, office or other material relationship with the Company or any of its affiliates within the past three years other than as a result of the transaction that resulted in its ownership of shares of Common Stock. The Shares may be offered from time to time by the Selling Shareholders named below. However, such Selling Shareholders are under no obligation to sell all or any portion of such Shares, nor are the Selling Shareholders obligated to sell any such Shares immediately pursuant to this Registration Statement. Because the Selling Shareholders may sell all or part of their Shares, no estimate can be given asvoting rights pertaining to the number of shares of ~~Common Stock~~the series of preferred stock represented by that holder’s depositary shares. The depositary will endeavor, insofar as practicable, to vote or cause to be ~~held by any Selling Shareholder upon termination of any offering made hereby. Pursuant to Rule 416 under~~voted the ~~Securities Act, Roger Tichenor and Lee Meier may also offer and sell an indeterminate~~ number of shares of ~~Common Stock~~preferred stock represented by the depositary shares in accordance with the instructions, provided the depositary receives the instructions sufficiently in advance of the meeting to enable it to so vote or cause to be voted the shares of preferred stock, and we will agree to take all reasonable action that may ~~become issuable upon exercise of their Warrants (described below) (whether owned as of~~be deemed necessary by the ~~date of this Prospectus or hereafter acquired) as a result of anti-dilution provisions contained~~depositary in order to enable the ~~Warrants. Such additional shares are not included in the following table.~~

13 ~~(1) Assumes the sale of all Shares. (2) Reflect shares issued in the Company's December 4, 1997 private placement for the initial capitalization of UPCIC.~~depositary to do so. The Company raised approximately $6.72 million through the private placement of an aggregate of 11,208,996 shares of Common Stock, at a price of $0.60 per share, to certain accredited investors. (3) Joseph P. DeAlessandro is chairman and chief executive officer of UPCIC, which is a wholly owned subsidiary of Universal Insurance Holding Company, which is a wholly owned subsidiary of the Company. (4) Joel M. Wilentz is a Director of the Company. (5) Consists of (i) 2,076,667 shares of Common Stock held by Lancer Partners LP, (ii) 2,000,000 shares of Common Stock held by Lancer Offshore, Inc., (iii) 435,000 shares of Common Stock held by Lancer Voyager Fund (collectively referred to herein as the "Lancer Entities") and (iv) 307,000 shares held by Michael Lauer, a principal in each of the Lancer Entities. The Lancer Entities and Mr. Lauer filed a Schedule 13D as a group with respect to their ownership of Common Stock of the Company on June 5, 1998. (6) Lynda R. Meier is the sister of the President and Chief Executive Officer of the Company. Her shares are subject todepositary will abstain from voting proxy held in favor of Bradley Meier. (7) Eric Meier is the brother of the President and Chief Executive Officer of the Company. His shares are subject to voting proxy held in favor of Bradley Meier. (8) Pursuant to a Business Consultant Agreement, dated February 14, 1997, between Phoenix Capital, Inc. and the Company, the Company issued to Phoenix Capital, Inc. Warrants to purchase 2,000,000 shares of the ~~Company's Common~~preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing the preferred stock.

Upon surrender of the depositary receipts at the corporate trust office of the depositary and upon payment of the taxes, charges and fees provided for in ~~consideration for~~ the ~~consulting services~~deposit agreement and subject to the terms thereof, the holder of ~~Phoenix Capital, Inc. Of~~ the ~~Warrants~~depositary shares evidenced thereby will be entitled to ~~purchase 2,000,000~~delivery at such office, to or upon his or her order, of the number of whole shares of the ~~Company's Common Stock, Warrants to purchase 1,000,000 shares~~related series of ~~Common Stock are exercisable through March 1, 2000, at a price of $0.75 per share;~~preferred stock and Warrants to purchase 1,000,000 shares of Common Stock are exercisable through March 1, 2000, at a price of $1.25 per share. Phoenix Capital, Inc. designated Roger Tichenor and Lee Meier as the recipients of these Warrants. Each received 500,000 warrants to purchase shares at an exercise price of $0.75 per share and 500,000 warrants to purchase shares at an exercise price of $1.25 per share. (9) Lee Meier is not related to Bradley I. Meier, Lynda R. Meier,any money or Eric Meier. (10) On March 31, 1998, the Company provided Fortress Financial Group, Ltd. with Warrants to purchase 300,000 shares of Common Stock exercisable within one year at a price of $1.00 per share in connection with financial consulting and investment banking services to be performed by Fortress Financial Group, Ltd. (11) Pursuant to a Financial Advisory and Investment Banking Agreement, dated December 24, 1997, between Hermitage Capital Corp. and the Company, the Company issued to Hermitage Capital Corp. or its designees, Warrants to purchase 200,000 shares of Common Stock exercisable through December 24, 2002, at a price of $0.75 per share. Hermitage Capital Corp. designated Ms. Bernardi, Mr. Mocorrea 14 ~~and Mr. Goldfarb as the recipients of 20,000, 5,000 and 5,000 warrants, respectively, with the remaining 170,000 retained by Hermitage Capital Corp. (12) Reflects shares issued~~other property, if any, represented by the ~~Company pursuant~~depositary shares. Holders of depositary shares will be entitled to a Settlement Agreement and Mutual Release dated April 15, 1998, by and among the Company, Larry Martin and John D. Walker, former employees of the Company. As part of the settlement, the Company agreed to issue an aggregate of 10,000 shares of Common Stock (3,333 shares to Mr. Walker; 3,333 shares to Mr. Martin; 1,112 shares to Mr. and Mrs. Reese; 1,111 shares to Mr. and Mrs. Keane; and 1,111 shares to Mr. Kriseman). The 10,000 shares are restricted until December 3, 1998. (13) Issued pursuant to a Subscription Agreement dated April 24, 1997, under which Mr. Guarino paid the Company $97,000 for 100,000receive whole shares of the ~~Company's Common Stock; $1,000 for Warrants to purchase 100,000~~related series of preferred stock, but holders of the whole shares of ~~Common Stock at an exercise price of $2.00 per share; $1,000 for Warrants~~preferred stock will not thereafter be entitled to ~~purchase 100,000~~deposit the shares of ~~Common Stock at an exercise price~~preferred stock with the depositary or to receive depositary shares therefor. If the depositary receipts delivered by the holder evidence a number of ~~$2.75 per share; and $1,000 for Warrants to purchase 100,000~~depositary shares in excess of ~~Common Stock at an exercise price~~the number of ~~$3.50 per share. Each Warrant expires on April 30, 1999. (14) On March 23, 1998,~~depositary shares representing the ~~Company issued to Sherman & Fischman, P.A. for legal services rendered 45,000~~number of whole shares of the ~~Company's Common Stock. PLAN OF DISTRIBUTION~~ related series of preferred stock to be withdrawn, the depositary will deliver to the holder or upon his or her order at the same time a new depositary receipt evidencing the excess number of depositary shares.

The ~~Shares are being offered on behalf~~form of depositary receipt evidencing the depositary shares of any series and any provision of the ~~Selling Shareholders,~~applicable deposit agreement may at any time and ~~the Company will not receive any proceeds from this offering. See "Use of Proceeds." The Shares may be sold or distributed~~ from time to time be amended by agreement between us and the depositary. However, any amendment that materially adversely alters the rights of the holders of depositary shares of any series will not be effective unless the amendment has been approved by the ~~Selling Shareholders, or~~holders of at least a majority of the depositary shares of the series then outstanding. Every holder of a depositary receipt at the time the amendment becomes effective will be deemed, by ~~pledgees, donees or transferees~~continuing to hold the depositary receipt, to be bound by the deposit agreement as so amended. Notwithstanding the foregoing, in no event may any amendment impair the right of any holder of any depositary shares, upon surrender of the depositary receipts evidencing the depositary shares and subject to any conditions specified in the deposit agreement, to receive shares of the related series of preferred stock and any money or other ~~successors~~property represented thereby, except in ~~interest~~order to comply with mandatory provisions of applicable law. The deposit agreement may be terminated by us at any time upon not less than 60 days prior written notice to the ~~Selling Shareholders,~~depositary, in ~~accordance with applicable securities laws~~which case, on a date that is not later than 30 days after the date of the ~~state~~notice, the depositary shall deliver or make available for delivery to holders of depositary shares, upon surrender of the depositary receipts evidencing the depositary shares, the number of whole or fractional shares of the related series of preferred stock as are represented by the depositary shares. The deposit agreement shall automatically terminate after all outstanding depositary shares have been redeemed or there has been a final distribution in ~~which such~~respect of the related series of preferred stock in connection with any liquidation, dissolution or winding up of us and the distribution ~~takes place. Depending~~has been distributed to the holders of depositary shares.

We will pay all transfer and other taxes and the governmental charges arising solely from the existence of the depositary arrangements. We will pay the charges of the depositary, including charges in connection with the initial deposit of the related series of preferred stock and the initial issuance of the depositary shares and all withdrawals of shares of the related series of preferred stock, except that holders of depositary shares will pay transfer and other taxes and governmental charges and any other charges as are expressly provided in the deposit agreement to be for their accounts.

The depositary may resign at any time by delivering to us written notice of its election to do so, and we may at any time remove the depositary. Any resignation or removal will take effect upon the ~~state~~appointment of a successor depositary, which successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

The depositary will forward to the holders of depositary shares all reports and communications from us that are delivered to the depositary and which we are required to furnish to the ~~transaction takes place,~~holders of the ~~Selling Shareholder~~related preferred stock.

The depositary’s corporate trust office will be identified in the applicable prospectus supplement. Unless otherwise set forth in the applicable prospectus supplement, the depositary will act as transfer agent and registrar for depositary receipts and if shares of a series of preferred stock are redeemable, the depositary will also act as redemption agent for the corresponding depositary receipts.

We may ~~distribute~~issue units consisting of common stock, preferred stock, debt securities, warrants, rights, depositary shares or any combination of those securities. The applicable prospectus supplement will describe the ~~Shares~~terms of any units and the related offering in respect of which this prospectus is being delivered, including the following:

the terms of each of the securities included in the units, including whether and under what circumstances the securities included in the units may or may not be traded separately or exchanged for or converted into any other securities;

the terms of any unit agreement governing the units;

if applicable, a discussion of federal income tax considerations; and

the provisions for the payment, settlement, transfer or exchange of the units.

We or the selling stockholder may offer and sell the securities in any one or more of the following ways: ~~(i)~~

to or through underwriters, brokers or dealers;

directly to one or more other purchasers;

upon the exercise of rights distributed or issued to our security holders;

through a block trade in ~~solicited~~which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

through agents on a best-efforts basis; or

otherwise through a combination of any of the above methods of sale.

In addition, we or, subject to the Company’s policy on insider trading, the selling stockholder, may enter into option, share lending or other types of transactions ~~through~~that require us or the selling stockholder, as applicable, to deliver shares of common stock to an underwriter, broker or dealer, who will then resell or transfer the shares of common stock under this prospectus. We or, subject to the Company’s policy on insider trading, the selling stockholder, may also enter into hedging transactions with respect to the shelf securities or resale shares, as applicable. For example, we or the selling stockholder, may:

enter into transactions involving short sales of the shares of common stock by underwriters, brokers ~~dealers~~ or ~~underwriters~~dealers;

sell shares of common stock short and deliver the shares to close out short positions;

enter into option or other types of transactions that require us or the selling stockholder, as applicable, to deliver shares of common stock to an underwriter, broker or dealer, who will then resell or transfer the shares of common stock under this prospectus; or

loan or pledge the shares of common stock to an underwriter, broker or dealer, who may ~~act solely~~sell the loaned shares or, in the event of default, sell the pledged shares.

We or, subject to the Company’s policy on insider trading, the selling stockholder, may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or the selling stockholder, as ~~agents~~applicable, or borrowed from us, the selling stockholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us or the selling stockholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, we or the selling stockholder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in shelf securities or resale shares, as applicable, or in connection with a concurrent offering of other securities.

Shares of common stock may also be exchanged for satisfaction of the selling stockholder’s obligations or other liabilities to their creditors. Such transactions may or may ~~acquire Shares~~not involve brokers or dealers.

Each time we or, if required, the selling stockholder sell securities, we will provide a prospectus supplement that will name any underwriter, dealer or agent involved in the offer and sale of the securities. The prospectus supplement will also set forth the terms of the offering, including:

the purchase price of the securities and the proceeds we and/or the selling stockholder, as ~~principals,~~ applicable, will receive from the sale of the securities;

any underwriting discounts and other items constituting underwriters’ compensation;

any public offering or purchase price and any discounts or commissions allowed or re-allowed or paid to dealers;

any commissions allowed or paid to agents;

any other offering expenses;

any securities exchanges on which the securities may be listed;

the method of distribution of the securities; and

the terms of any agreement, arrangement or understanding entered into with the underwriters, brokers or dealers.

If underwriters or dealers are used in the sale, the securities will be acquired by the underwriters or dealers for their own account. The securities may be sold from time to time by us or the selling stockholder in one or more transactions:

at a fixed price or prices, which may be changed;

at market prices prevailing at the time of ~~sale,~~ sale;

at prices related to such prevailing market prices;

at varying prices determined at the time of sale; or

at negotiated ~~prices, or at fixed prices, which~~prices.

in ~~unsolicited brokers'~~ transactions on any national securities exchange or ~~(iii)~~ quotation service on which the securities may be listed or quoted at the time of sale;

in transactions in the over-the-counter market;

in block transactions in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction, or in crosses, in which the same broker acts as an agent on both sides of the trade;

through the writing of options; or

through other ~~ways not involving market makers~~types of transactions.

The securities may be offered to the public either through underwriting syndicates represented by one or ~~established trading markets, including direct sales~~more managing underwriters or directly by one or more of such firms. Unless otherwise set forth in the prospectus

supplement, the obligations of underwriters or dealers to ~~purchasers~~purchase the securities offered will be subject to certain conditions precedent and the underwriters or ~~sales effected through agents. From~~dealers will be obligated to purchase all the offered securities if any are purchased. Any public offering price and any discount or concession allowed or reallowed or paid by underwriters or dealers to other dealers may be changed from time to time.

The selling stockholder might not sell any resale shares under this prospectus. In addition, any resale shares that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

The securities may be sold directly by us or the selling stockholder or through agents designated by us or the selling stockholder, as applicable, from time to time. Any agent involved in the ~~Selling Shareholders may transfer, pledge, donate~~offer or ~~assign their Shares to lenders, family members and others and each~~sale of ~~such persons upon acquiring~~ the ~~Shares~~securities in respect of which this prospectus is delivered will be ~~deemed~~named, and any commissions payable by us or the selling stockholder, as applicable, to such agent will be set forth in the prospectus supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a ~~"Selling Stockholder"~~best efforts basis for ~~purposes~~the period of its appointment.

Offers to purchase the securities offered by this ~~Prospectus. The number~~prospectus may be solicited, and sales of ~~Shares beneficially owned~~the securities may be made by us or by the ~~Selling Shareholders~~selling stockholder directly to institutional investors or others, who so transfer, pledge, donate or assign Shares will decrease as and when they take such actions. The plan of distribution for Shares sold hereunder will otherwise remain unchanged, except that the transferees, pledgees, donees or other successors will be Selling Shareholders hereunder. Brokers, dealers, underwriters or agents participating in the distribution of the Shares as agents may receive compensation in the form of 15 commissions, discounts or concessions from the Selling Shareholders and/or purchasers of the Shares for whom such broker-dealers may act as agent, or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be less than or in excess of customary commissions). The Selling Shareholders and any broker-dealers who act in connection with the sale of Shares hereunder may be deemed to be ~~"underwriters"~~underwriters within the meaning of the Securities Act ~~and~~with respect to any ~~commissions they receive and proceeds~~resale of the securities. The terms of any ~~sale of Shares~~offer made in this manner will be included in the prospectus supplement relating to the offer.

If indicated in the applicable prospectus supplement, underwriters, dealers or agents will be authorized to solicit offers by certain institutional investors to purchase securities from us pursuant to contracts providing for payment and delivery at a future date. Institutional investors with which these contracts may be ~~deemed~~made include, among others:

commercial and savings banks;

insurance companies;

investment companies; and

educational and charitable institutions.

In all cases, these purchasers must be approved by us or the selling stockholder, as applicable. Unless otherwise set forth in the applicable prospectus supplement, the obligations of any purchaser under any of these contracts will not be subject to any conditions except that (a) the purchase of the securities must not at the time of delivery be ~~underwriting discounts~~prohibited under the laws of any jurisdiction to which that purchaser is subject, and ~~commissions~~(b) if the securities are also being sold to underwriters, we or the selling stockholder, as applicable, must have sold to these underwriters the securities not subject to delayed delivery. Underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts.

Some of the underwriters, dealers or agents used by us or the selling stockholder in any offering of securities under this prospectus may be customers of, engage in transactions with, and perform services for us and/or the selling stockholder, as applicable, or affiliates of ours and/or theirs, as applicable, in the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled under agreements which may be entered into with us and/or the selling stockholder to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities ~~Act. Neither~~Act, and to be reimbursed by us and/or the ~~Company nor~~selling stockholder for certain expenses.

Subject to any ~~Selling Stockholder can presently estimate~~restrictions relating to debt securities in bearer form, any securities initially sold outside the ~~amount~~United States may be resold in the United States through underwriters, dealers or otherwise.

Any underwriters to which offered securities are sold by us or the selling stockholder for public offering and sale may make a market in such securities, but those underwriters will not be obligated to do so and may discontinue any market making at any time.

The anticipated date of ~~such compensation. The Company knows~~delivery of ~~no existing arrangements between any Selling Stockholder and any other stockholder, broker, dealer, underwriter or agent~~the securities offered by this prospectus will be described in the applicable prospectus supplement relating to the ~~sale~~offering.

No FINRA member may participate in any offering of securities made under this prospectus if such member has a conflict of interest under FINRA Rule 5121, including if 5% or ~~distribution~~more of the ~~Shares.~~ net offering proceeds, not including underwriting compensation, of any offering of securities made under this prospectus will be received by a FINRA member participating in the offering or affiliates or associated persons of such FINRA members, unless a qualified independent underwriter has participated in the offering or the offering otherwise complies with FINRA Rule 5121.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the ~~Shares~~resale shares may not simultaneously engage in market making activities with respect to the ~~Company's Common Stock~~common stock for athe applicable restricted period, ~~of one business day~~as defined in Regulation M, prior to the ~~commencement~~pricing of ~~such distribution and ending upon such person's completion of participation in~~ the ~~distribution, subject to certain exceptions for passive market making transactions.~~resale shares. In addition, ~~and without limiting~~ the ~~foregoing, the Selling Shareholders~~selling stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including ~~without limitation,~~ Regulation M, which ~~provisions~~ may limit the timing of purchases and sales of shares of ~~Common Stock~~common stock by the ~~Selling Shareholders. At~~selling stockholder or any other person. We will make copies of this prospectus available to the selling stockholder and have informed the selling stockholder of the need to deliver a copy of this prospectus to each purchaser at or prior to the time ~~a particular offer~~ of ~~Shares~~the sale (including by compliance with Rule 172 under the Securities Act).

To comply with the securities laws of some states, if applicable, the securities may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the securities may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is ~~made, to~~available and is complied with.

Unless otherwise indicated in the ~~extent required, a supplemental~~applicable prospectus supplement, certain legal matters will be ~~distributed that will set forth the number of shares being offered and the terms of the offering including the name or names of any~~passed upon for us by K&L Gates LLP. If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for underwriters, dealers or agents, if any, such counsel will be named in the ~~purchase price paid~~prospectus supplement relating to such offering.

The consolidated financial statements and financial statement schedule of Universal Insurance Holdings, Inc. and subsidiaries as of December 31, 2011 and 2010, and for each of the years in the three-year period ended December 31, 2011, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2011, have been incorporated by reference in this prospectus in reliance upon the reports of Blackman Kallick, LLP, an ~~underwriter~~independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. Blackman Kallick, LLP subsequently merged into Plante & Moran, PLLC.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, proxy statements and other information we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on the ~~Shares purchased from~~operation and location of the ~~Selling Shareholders~~Public Reference Room. Our filings are also available to the public at the website maintained by the SEC at http://www.sec.gov and at our website at http://www.uvestock.com.

All internet addresses provided in this prospectus or in any ~~discounts, concessions~~accompanying prospectus supplement are for informational purposes only and are not intended to be hyperlinks. In addition, the information on our internet site is not a part of, and is not incorporated or ~~commissions~~deemed to be incorporated by reference in, this prospectus or any accompanying prospectus supplement or other offering materials. Accordingly, no information in our or any of these other internet addresses is included herein or incorporated or deemed to be incorporated by reference herein.

We have filed a registration statement, of which this prospectus is a part, covering the securities offered hereby. As allowed ~~or reallowed or paid to dealers. The Company will pay substantially~~by SEC rules, this prospectus does not contain all of the ~~expenses incident~~information set forth in the registration statement and the exhibits, financial statements and schedules thereto. We refer you to the registration ~~offering~~statement, the exhibits, financial statements and sale of the Shares to the public other than commissions or discounts of underwriters, broker-dealers or agents and the expenses of counsel to the Selling Shareholders. Such expenses are estimated to be $32,893.54. DESCRIPTION OF CAPITAL STOCK GENERAL The Companyschedules thereto for further information. This prospectus is authorized to issue up to 20,000,000 shares of Common Stock, $0.01 par value. The Company has filed an Information Statement on Schedule 14C of the Exchange Act in connection with a proposed amendment to the Company's Certificate of Incorporation to increase the Company's authorized Common Stock from 20,000,000 to 40,000,000 shares. The following summary of certain provisions of the Common Stock does not purport to be complete and is subject to, and qualified in its entirety by 16 such other information.

The following documents, which we previously filed with the ~~provisions~~SEC pursuant to Sections 13 or 15 of the ~~Company's Amended~~Exchange Act, are incorporated by reference into this prospectus:

(b) our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and ~~Restated Certificate~~September 30, 2012;

(d) the terms of ~~Incorporation~~our capital stock contained in our registration statement on Form 8-A filed with the SEC on January 11, 2007, including any amendment or report filed for the purpose of updating such description.

Except as indicated otherwise, all documents subsequently filed by us with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) pursuant to Sections 13(a), 13(c), 14 and Bylaws, and by the provisions of applicable law. COMMON STOCK As of June 15, 1998, there were 14,667,604 shares of Common Stock outstanding that were held of record by approximately 400 shareholders. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election of directors. The Common Stock does not have cumulative voting rights, which means that the holders of a majority15(d) of the ~~shares voting for election~~Exchange Act, prior to the later of ~~directors can elect all members~~(1) the completion of the Board of Directors. A majority vote is also sufficient for other actions that require the vote or concurrence of shareholders. Dividends may be paid to holders of Common Stock when and if declared by the Board of Directors out of funds legally available for that purpose. Upon liquidation or dissolutionoffering of the ~~Company, holders~~securities described in this prospectus and (2) the date we stop offering securities pursuant to this prospectus, shall be deemed to be incorporated by reference herein and to be part hereof from the date such documents are filed. Any statement contained herein or in any document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of ~~Common Stock~~this registration statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement, except as so modified or superseded.

We will ~~be entitled~~provide without charge to you, on written or oral request, a ~~pro rata share in the assets~~copy of any or all of the ~~Company legally available for distribution~~foregoing documents incorporated herein by reference (other than exhibits to ~~shareholders. TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for~~such documents, unless the Company's Common Stock is North American Transfer Co., 147 W. Merrick Road, Freeport, New York 11520. LEGAL MATTERS The legality of shares of Common Stock offered hereby will be passed upon for the Company by Kirkpatrick & Lockhart LLP. EXPERTS The financial statementsexhibits are specifically incorporated by reference in ~~this Registration Statement~~the information we send to you). You may obtain a copy of any or all of the documents that have been ~~audited~~incorporated by ~~Millward & Co. CPAs, independent public accountants, as indicated in their report with respect thereto, and are included~~reference herein ~~in reliance upon the authority of said Firm as experts in giving said report. 17~~ ~~================================================================================ No dealer, salesperson~~by writing to us at Universal Insurance Holdings, Inc., Attention: George R. De Heer, 1110 West Commercial Blvd, Fort Lauderdale, Florida 33309, or other person has been authorized to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or 14,063,996 SHARES representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy to any person in any jurisdiction in which such offer or solicitation would be unlawful or to UNIVERSAL any person to whom it is unlawful. Neither HEIGHTS, INC. the delivery of this Prospectus nor any offer or sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company or that the information contained herein is correct as of any time subsequent to the date hereof. ----------------------- TABLE OF CONTENTS COMMON STOCK PAGE ---- Available Information.......................3 Incorporation Of Certain Documents By Reference....................3 The Company.................................4 Risk Factors................................7 Use Of Proceeds............................10 __________ Selling Shareholders.......................10 Plan Of Distribution.......................15 PROSPECTUS Description Of Capital Stock...............16 __________ Legal Matters..............................17 Experts ..................................17 July 10, 1998 telephoning (954) 958-1200.

INFORMATION NOT REQUIRED IN PROSPECTUS ~~ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION~~

The ~~following table sets forth the various~~fees and expenses ~~expected~~ to be ~~incurred by the Company~~paid in connection with the ~~sale and~~ distribution of the securities being registered ~~hereby. All amounts~~hereby are estimated except the Securities and Exchange Commission registration fee. SEC registration fee........................... $ 5,393.54 Listing fees................................... $ 0.00 Accounting fees and expenses................... $ 2,500.00 Legal fees and expenses........................ $ 25,000.00 Printing and engraving expenses................ $ 0.00 Miscellaneous fees and expenses................ $ 0.00 ================== Total................................. $ 32,893.54 ================== ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERSas follows:

Under Section 145 of the Delaware General Corporation Law ~~as amended ("DGCL"~~(“DGCL”), a corporation has the power to indemnify its directors and officers under certain prescribed circumstances and, subject to certain limitations, against certain costs and expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with any threatened, pending or completed action, suit or proceeding, whether criminal, civil, administrative or investigative, to which any of them is a party by reason of his being a director or officer of the corporation if it is determined that he or she acted in accordance with the applicable standard of conduct set forth in such statutory provision. The Company’s charter provides that, pursuant to the DGCL, its directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty of care to us and our stockholders. This provision in the charter does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the Company or its stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a ~~corporation may~~director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Article VII of the Company’s charter provides that the Company will indemnify, ~~any~~to the fullest extent authorized by the DGCL, each person who was or is made a party or is threatened to be made a party to ~~any threatened, pending~~ or ~~completed~~is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, ~~(other than an action by or in the right of the corporation)~~ by reason of the fact that ~~the person~~he or she is or was a director, officer, employee or agent of the ~~corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,~~Company against certain costs and expenses, ~~(including attorneys' fees),~~including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection therewith, if it is determined that he or she acted in accordance with the applicable standard of conduct set forth in such statutory provision. The Company also has directors’ and officers’ liability insurance.

The Company has entered into indemnification agreements with each of its directors and certain of its executive officers. Pursuant to each indemnification agreement, and subject to the exceptions and limitations provided therein, the Company has agreed to indemnify and hold harmless such director or executive officer to the fullest extent permitted by ~~the person~~law against any and all liabilities and expenses in connection with ~~such action, suit or~~any proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such ~~person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court~~director or officer was, is or becomes a party arising out of ~~Chancery~~his services as an officer, director, employee, agent or ~~the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances~~fiduciary of the ~~case, such person is fairly and reasonably entitled to indemnity for such expenses~~Company or its subsidiaries.

The Company has been advised that, in the ~~Court of Chancery or such other court shall deem proper.~~ ~~Section 102(b)(7)~~opinion of the ~~DGCL permits a corporation to include in its certificate of incorporation~~SEC, insofar as a provision ~~eliminating or limiting~~in our charter may be invoked for indemnification of liabilities arising under the ~~personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty~~Securities Act, such indemnification is against public policy as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchases and redemptions) or (iv) for any transaction from which the director derived an improper personal benefit. Article Seven of the Company's Amended and Restated Certificate of Incorporation ("Certificate") contains a provision that so eliminates the personal liability of the Company's directors. ITEM 16. EXHIBITS. The exhibits listedexpressed in the Exhibit Index are filed as part of or incorporated by reference in this Registration Statement: Exhibit No. Description - ----------- ----------- 5 Opinion of Kirkpatrick & Lockhart LLP 23.1 Consent of Millward & Co. CPAs, Independent Public Accountants 23.2 Consent of Kirkpatrick & Lockhart LLP (Contained in Exhibit 5.) 24 Power of Attorney. (See Page II-4.) ITEM 17. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: Securities Act and is, therefore, unenforceable.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by ~~section~~Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the ~~Commission~~SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the ~~"Calculation~~“Calculation of Registration ~~Fee"~~Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; ~~PROVIDED, HOWEVER,~~

provided, however,that paragraphs ~~(a)(1)~~(i), (ii) and ~~(a)(1)(ii)~~(iii) above do not apply if ~~the registration statement is on Form S-3 or Form S-8, and~~ the information required to be included in a post-effective amendment by those paragraphs is contained in ~~periodic~~ reports filed with or furnished to the SEC by the registrant pursuant to ~~section~~Section 13 or ~~section~~Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference ininto the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. ~~(b) The undersigned registrant hereby undertakes that,~~

(4) That, for ~~purposes~~the purpose of determining ~~any~~ liability under the Securities Act of 1933 ~~each filing~~to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the ~~registrant's annual report~~registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to ~~section 13(a)~~Rule 424(b)(2), (b)(5), or ~~section 15(d)~~(b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities ~~Exchange~~ Act of ~~1934 that is incorporated by reference~~1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities ~~offered therein,~~in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. ~~(c) Insofar~~Provided, however,that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as ~~indemnification~~to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for ~~liabilities arising~~the purpose of determining liability of the registrant under the Securities Act of 1933 ~~may be permitted~~ to ~~directors, officers and controlling persons~~any purchaser in the initial distribution of the securities, in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the ~~foregoing provisions,~~underwriting method used to sell the securities to the purchaser, if the securities are offered or ~~otherwise,~~sold to such purchaser by means of any of the following communications, the registrant ~~has been advised~~will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

(iv) Any other communication that is an offer in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the paymentoffering made by the registrant ~~of expenses incurred or paid by a director, officer or controlling person of~~to the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. purchaser.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~Miami,~~Fort Lauderdale, State of Florida, on this 8th day of July, 1998. UNIVERSAL HEIGHTS, INC. By: /s/ Bradley I. Meier ------------------------------ Bradley I. Meier President, Chief Executive Officer (Principal Executive Officer) and Director KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint jointly and severally, Bradley I. Meier, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement filed herewith and any and all amendments to said Registration Statement (including post-effective amendments and registration statements filed pursuant to Rule 462 and otherwise), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. ~~IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.~~ December 14, 2012.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the ~~dates~~date indicated. ~~Name Title Date ---- ----- ---- /s/~~Each person whose signature appears below in so signing also makes, constitutes and appoints Bradley I. Meier ~~- --------------------- Bradley I. Meier President, Chief Executive July 9, 1998 Officer (Principal Executive Officer)~~ and Director /s/ Norman M. Meier - --------------------- Norman M. Meier Director July 9, 1998 /s/ Irwin I. Kellner - --------------------- Irwin I. Kellner Director July 9, 1998 /s/ Reed J. Slogoff - --------------------- Reed J. Slogoff Director July 9, 1998 /s/ Joel M. Wilentz - --------------------- Joel M. Wilentz Director July 9, 1998


Large accelerated filer ¨		Accelerated filer þ		Non-accelerated filer¨ (Do not check if a smaller reporting company)		Smaller reporting company¨


Title of Each Class of Securities To be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee (3)
Primary Offering:
Common Stock, par value $0.01 per share (4)
Preferred Stock, par value $0.01 per share (4)
Debt Securities (4)
Warrants (5)
Rights (6)
Depositary Shares (4)(7)
Units (8)
Total Primary Offering					$	100,000,000	$	13,640
Secondary Offering:
Common Stock		7,000,000 shares	$	4.42	$	30,940,000	$	4,221
Total Registration Fee							$	17,861


SEC registration fee	$	17,861
NYSE MKT supplemental listing fees		*
Printing and duplicating expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Trustee fees and expenses		*
Miscellaneous expenses		*
Total


Exhibit Number		Exhibit Description

1.1*		Form of Underwriting Agreement

3.1		Company’s Amended and Restated Certificate of Incorporation, as amended(1)

3.2		Company’s Amended and Restated Bylaws(2)

3.3		Certificate of Designation for Series A Preferred Stock dated October 11, 1994(3)

3.4		Certificate of Designations, Preferences, and Rights of Series M Convertible Preferred Stock dated August 13, 1997(4)

3.5		Certificate of Amendment of Amended and Restated Certificate of Incorporation dated October 19, 1998(3)

3.6		Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 18, 2000(3)

3.7		Certificate of Amendment of Certificate of Designations of the Series A Preferred Stock dated October 29, 2001(3)

3.8		Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 7, 2005(5)

3.9		Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 18, 2007(5)

4.1		Form of Common Stock Certificate(1)

4.2		Form of Indenture

4.3*		Form of Debt Security

4.4*		Form of Warrant

4.5*		Form of Warrant Agreement

4.6*		Form of Deposit Agreement

4.7*		Form of Depositary Receipt

5.1		Opinion of K&L Gates LLP

12.1		Statements re: Computation of Ratios

23.1		Consent of independent registered public accounting firm, Plante & Moran, PLLC

23.2		Consent of K&L Gates LLP (included in the opinion filed as Exhibit 5.1)

24.1		Powers of Attorney (included on the signature page hereto)

25.1**		Statement of Eligibility on Form T-1


Exhibit Number		Exhibit Description

1.1*		Form of Underwriting Agreement

3.1		Company’s Amended and Restated Certificate of Incorporation, as amended(1)

3.2		Company’s Amended and Restated Bylaws(2)

3.3		Certificate of Designation for Series A Preferred Stock dated October 11, 1994(3)

3.4		Certificate of Designations, Preferences, and Rights of Series M Convertible Preferred Stock dated August 13, 1997(4)

3.5		Certificate of Amendment of Amended and Restated Certificate of Incorporation dated October 19, 1998(3)

3.6		Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 18, 2000(3)

3.7		Certificate of Amendment of Certificate of Designations of the Series A Preferred Stock dated October 29, 2001(3)

3.8		Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 7, 2005(5)

3.9		Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 18, 2007(5)

4.1		Form of Common Stock Certificate(1)

4.2		Form of Indenture

4.3*		Form of Debt Security

4.4*		Form of Warrant

4.5*		Form of Warrant Agreement

4.6*		Form of Deposit Agreement

4.7*		Form of Depositary Receipt

5.1		Opinion of K&L Gates LLP

12.1		Statements re: Computation of Ratios

23.1		Consent of independent registered public accounting firm, Plante & Moran, PLLC

23.2		Consent of K&L Gates LLP (included in the opinion filed as Exhibit 5.1)

24.1		Powers of Attorney (included on the signature page hereto)

25.1**		Statement of Eligibility on Form T-1


Delaware		65-0231984
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1110 W. Commercial Blvd. Fort Lauderdale, Florida		33309
(Address of principal executive offices)		(Zip Code)


	Page

ABOUT THIS PROSPECTUS		1

FORWARD-LOOKING STATEMENTS		1

THE COMPANY		2

RISK FACTORS		3

USE OF PROCEEDS		4

RATIO OF EARNINGS TO FIXED CHARGES AND OF COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS TO EARNINGS		4

SELLING STOCKHOLDER		5

DESCRIPTION OF CAPITAL STOCK		6

DESCRIPTION OF THE DEBT SECURITIES		9

DESCRIPTION OF THE WARRANTS		25

DESCRIPTION OF THE RIGHTS		26

DESCRIPTION OF THE DEPOSITARY SHARES		27

DESCRIPTION OF THE UNITS		30

PLAN OF DISTRIBUTION		31

LEGAL MATTERS		35

EXPERTS		35

WHERE YOU CAN FIND MORE INFORMATION		35

INCORPORATION BY REFERENCE		35


UNIVERSAL INSURANCE HOLDINGS, INC.

By:		/s/ Bradley I. Meier
		Bradley I. Meier President and Chief Executive Officer


Signatures	Title	Date

/s/ Bradley I. Meier Bradley I. Meier	President, Chief Executive Officer and Director (Principal Executive Officer)	December 14, 2012

/s/ George R. De Heer George R. De Heer	Chief Financial Officer (Principal Accounting Officer)	December 14, 2012

/s/ Norman M. Meier Norman M. Meier	Director	December 14, 2012

/s/ Ozzie A. Schindler Ozzie A. Schindler	Director	December 14, 2012

/s/ Reed J. Slogoff Reed J. Slogoff	Director	December 14, 2012

/s/ Joel M. Wilentz Joel M. Wilentz	Director	December 14, 2012

/s/ Michael A. Pietrangelo Michael A. Pietrangelo	Director	December 14, 2012

/s/ Sean P. Downes Sean P. Downes	Director	December 14, 2012