-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EsmeS0EgGyXhMOeCRy++G8PvZIrDtfKriA7LDziAX20voVE6Lf4tIWtxJ3HWJnqN bX95okQj90NCf7JLB2QlPQ== 0001104659-09-063284.txt : 20091106 0001104659-09-063284.hdr.sgml : 20091106 20091106142322 ACCESSION NUMBER: 0001104659-09-063284 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091105 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091106 DATE AS OF CHANGE: 20091106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARCH CAPITAL GROUP LTD. CENTRAL INDEX KEY: 0000947484 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16209 FILM NUMBER: 091164178 BUSINESS ADDRESS: STREET 1: WESSEX HOUSE STREET 2: 45 REID STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 441-278-9250 MAIL ADDRESS: STREET 1: WESSEX HOUSE STREET 2: 45 REID STREET CITY: HAMILTON STATE: D0 ZIP: HM 12 FORMER COMPANY: FORMER CONFORMED NAME: ARCH CAPITAL GROUP LTD DATE OF NAME CHANGE: 20000508 FORMER COMPANY: FORMER CONFORMED NAME: RISK CAPITAL HOLDINGS INC DATE OF NAME CHANGE: 19950816 FORMER COMPANY: FORMER CONFORMED NAME: RISK CAPITAL RE INC DATE OF NAME CHANGE: 19950703 8-K 1 a09-33093_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

November 5, 2009

Date of Report (Date of earliest event reported)

 

Arch Capital Group Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

0-26456

 

N/A

(State or other
jurisdiction of
incorporation or
organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

Wessex House, 45 Reid Street, Hamilton HM 12, Bermuda

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:
(441) 278-9250

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

ITEM 7.01             Regulation FD Disclosure.

 

On November 6, 2009, Arch Capital Group Ltd. (“ACGL”) issued a press release announcing that its Board of Directors (the “Board”) approved an additional share repurchase authorization (the “Additional Repurchase Authorization”).  A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

ITEM      8.01        Other Events.

 

Preferred Share Dividends.  On November 5, 2009, the Board declared dividends with respect to the outstanding (1) 8,000,000 shares of its 8.00% Non-Cumulative Preferred Shares, Series A, $0.01 per share (the “Series A Shares”), with a liquidation preference of $25.00 per share, and (2) 5,000,000 shares of its 7.875% Non-Cumulative Preferred Shares, Series B, $0.01 per share (the “Series B Shares”), with a liquidation preference of $25.00 per share, as outlined below.  All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on February 15, 2010 to holders of record of the Series A Shares and the Series B Shares, as applicable, as of February 1, 2010, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the applicable effective date.

 

 

Series

 

Effective Date
for Declaration

 

Dividend Period

 

Dividend Amount

 

Rate Per Share

 

Series A

 

12/31/09

 

11/15/09-12/31/09

 

$

2,044,444

 

$

0.2556

 

 

 

2/14/10

 

1/1/10-2/14/10

 

1,955,556

 

0.2444

 

 

 

 

 

 

 

$

4,000,000

 

$

0.50

 

Series B

 

12/31/09

 

11/15/09-12/31/09

 

$

1,257,813

 

$

0.2516

 

 

 

2/14/10

 

1/1/10-2/14/10

 

1,203,125

 

0.2406

 

 

 

 

 

 

 

$

2,460,938

 

$

0.4922

 

 

ITEM 9.01             Financial Statements and Exhibits.

 

EXHIBIT NO.

 

DESCRIPTION

99.1

 

Press Release dated November 6, 2009 announcing Arch Capital Group Ltd.’s Additional Repurchase Authorization.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned.

 

 

ARCH CAPITAL GROUP LTD.

 

 

Date: November 6, 2009

By

/s/ Marc Grandisson

 

 

Name:  Marc Grandisson
Title:  Chairman and Chief Executive Officer
of Arch Worldwide Reinsurance Group

 



 

EXHIBIT INDEX

 

 

EXHIBIT NO.

 

DESCRIPTION

99.1

 

Press Release dated November 6, 2009 announcing Arch Capital Group Ltd.’s Additional Repurchase Authorization.

 


 

 

EX-99.1 2 a09-33093_1ex99d1.htm EX-99.1

Exhibit 99.1

 

ARCH CAPITAL GROUP LTD. ANNOUNCES

ADDITIONAL $1 BILLION SHARE REPURCHASE AUTHORIZATION

 

HAMILTON, BERMUDA, November 6, 2009 — Arch Capital Group Ltd. [NASDAQ: ACGL] today announced that its Board of Directors authorized the Company to invest up to an additional $1 billion in the Company’s common shares.  This authorization is in addition to the $350.1 million available at September 30, 2009 under the Board’s previous share repurchase authorizations.  Repurchases under the new authorization may be effected from time to time in open market or privately negotiated transactions through December 31, 2011.  The timing and amount of the repurchase transactions under this authorization will depend on a variety of factors, including market conditions and corporate and regulatory considerations.

 

Arch Capital Group Ltd., a Bermuda-based company with over $4.9 billion in capital at September 30, 2009, provides insurance and reinsurance on a worldwide basis through its wholly owned subsidiaries.

 

Cautionary Note Regarding Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This release or any other written or oral statements made by or on behalf of Arch Capital Group Ltd. and its subsidiaries may include forward-looking statements, which reflect our current views with respect to future events and financial performance. All statements other than statements of historical fact included in or incorporated by reference in this release are forward-looking statements.

 

Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or their negative or variations or similar terminology. Forward-looking statements involve our current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: adverse general economic and market conditions; increased competition; pricing and

 



 

policy term trends; fluctuations in the actions of rating agencies and our ability to maintain and improve our ratings; investment performance; the loss of key personnel; the adequacy of our loss reserves, severity and/or frequency of losses, greater than expected loss ratios and adverse development on claim and/or claim expense liabilities; greater frequency or severity of unpredictable natural and man-made catastrophic events; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in the United States or elsewhere; our ability to successfully integrate, establish and maintain operating procedures as well as integrate the businesses we have acquired or may acquire into the existing operations; changes in accounting principles or policies; material differences between actual and expected assessments for guaranty funds and mandatory pooling arrangements; availability and cost to us of reinsurance to manage our gross and net exposures; the failure of others to meet their obligations to us; and other factors identified in our filings with the U.S. Securities and Exchange Commission.

 

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

# # #

 

Contact:

 

Arch Capital Group Ltd.

 

 

John C.R. Hele

 

 

(441) 278-9250

 


 

 

-----END PRIVACY-ENHANCED MESSAGE-----