-----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, QnWHUpJNZag8Knge80j/J7y/uNi0jB/+7qUQn6h2rXTkmiaUojJXIcQOCNbbK8CN WfCjpxMwz6F4kf9P4InSvg== 0001104659-10-057559.txt : 20101110 0001104659-10-057559.hdr.sgml : 20101110 20101110152025 ACCESSION NUMBER: 0001104659-10-057559 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101104 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101110 DATE AS OF CHANGE: 20101110 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: 101179745 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 a10-17488_38k.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 4, 2010

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 5.02                                 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 4, 2010, the Board of Directors (the “Board”) of Arch Capital Group Ltd. (“ACGL”) elected Eric W. Doppstadt, Yiorgos Lillikas and Brian S. Posner to the Board.

 

The Board determined that each of these directors is independent in accordance with the director independence standards set forth in Rule 5600 of the rules of The NASDAQ Stock Market LLC.  There are no arrangements or understandings between any of these individuals and any other person pursuant to which any of them was selected to serve as a director.  No information called for by Item 404(a) of Regulation S-K is required to be disclosed herein.

 

Such new directors were appointed to the classes and committees of the Board indicated below:

 

Name

 

Class*

 

Committee of the Board

Eric W. Doppstadt

 

Class II

 

Finance and Investment

Yiorgos Lillikas

 

Class III

 

Underwriting Oversight

Brian S. Posner

 

Class I

 

Audit; Finance and Investment

 


*              The terms for the Class I, Class II and Class III directors expire in 2011, 2012 and 2013, respectively.

 

In addition, Sean D. Carney resigned from the Board, effective November 4, 2010.

 

On November 4, 2010, ACGL issued a press release announcing the matters described herein.  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.

 

ITEM 8.01                                  Other Events.

 

Preferred Share Dividends.  On November 4, 2010, the Board of ACGL 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, 2011 to holders of record of the Series

 

2



 

A Shares and the Series B Shares, as applicable, as of February 1, 2011, 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

 

12/31/10

 

11/15/10-12/31/10

 

$

 2,044,444

 

$

 0.2556

 

 

 

2/14/11

 

1/1/11-2/14/11

 

1,955,556

 

0.2444

 

 

 

 

 

 

 

$

 4,000,000

 

$

 0.50

 

 

 

 

 

 

 

 

 

 

 

Series B

 

12/31/10

 

11/15/10-12/31/10

 

$

 1,257,813

 

$

 0.2516

 

 

 

2/14/11

 

1/1/11-2/14/11

 

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 4, 2010 announcing the matters described in Item 5.02.

 

3



 

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 10, 2010

By:

/s/ Marc Grandisson

 

 

Name:

Marc Grandisson

 

 

Title:

Chairman and Chief Executive

 

 

 

Officer of Arch Worldwide

 

 

 

Reinsurance Group

 

4



 

EXHIBIT INDEX

 

EXHIBIT NO.

 

DESCRIPTION

 

 

 

99.1

 

Press Release dated November 4, 2010 announcing the matters described in Item 5.02.

 

5


EX-99.1 2 a10-17488_3ex99d1.htm EX-99.1

Exhibit 99.1

 

ARCH CAPITAL GROUP LTD. APPOINTS

ERIC DOPPSTADT, YIORGOS LILLIKAS AND BRIAN POSNER

TO BOARD OF DIRECTORS

 

HAMILTON, BERMUDA, NOVEMBER 4, 2010 — Arch Capital Group Ltd. [NASDAQ: ACGL] today announced that Eric Doppstadt, Yiorgos Lillikas and Brian Posner have been appointed to the Company’s Board of Directors.  The Company also announced that Sean Carney, who was appointed as a Director in July 2003, resigned from the Board.

 

Mr. Doppstadt, 51, serves as Vice President and Chief Investment Officer of The Ford Foundation.  Mr. Doppstadt has been with The Ford Foundation for over 20 years, most recently as Director of Private Equity Investments for the Foundation’s endowment.  Mr. Doppstadt will serve as a member of the Finance and Investment Committee of the Company’s Board.

 

Mr. Lillikas, 50, is the founder and Chief Executive Officer of BlueTree Consultants, a corporate consulting firm.  Mr. Lillikas has extensive experience in the fields of international and European affairs, having served as the Minister of Foreign Affairs of the Republic of Cyprus (E.U.) and the Minister of Commerce, Industry and Tourism of the Republic of Cyprus.  Mr. Lillikas will serve as a member of the Underwriting Oversight Committee of the Company’s Board.

 

Mr. Posner, 49,  is the President of Point Rider Group LLC, a consulting and advisory services firm.  Mr. Posner served as the Chief Executive Officer and co-Chief Investment Officer of ClearBridge Advisors, LLC, an asset management company.  Prior to that, Mr. Posner co-founded Hygrove Partners LLC, a private investment fund, and served as a portfolio manager and an analyst at Fidelity Investments and Warburg Pincus Asset Management/Credit Suisse Asset Management.  Mr. Posner will serve as a member of the Audit Committee and the Finance and Investment Committee of the Company’s Board.

 

Dinos Iordanou, Chairman, President and Chief Executive Officer of the Company, said, “We are extremely pleased to welcome Eric, Yiorgos and Brian to our Board of Directors.  Our Company will benefit from their substantial investment knowledge and international experience.  We also thank Sean for his valuable contributions to our Company over the past seven years and wish him the very best.”

 

Kewsong Lee, Lead Director and Chairman of the Executive and Nominating Committees, added, “We are very pleased to have our new directors join the Company’s Board and we look forward to working with them in the years to come.”

 



 

About Arch Capital Group Ltd.

 

Arch Capital Group Ltd., a Bermuda-based company with approximately $5.14 billion in capital at September 30, 2010, 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

 

2



 

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

 

3


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