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
Date of Report (Date of earliest event reported): December 14, 2007
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
Bermuda
(State or Other Jurisdiction
of Incorporation)
|
|
001-32938
(Commission File Number)
|
|
98-0481737
(I.R.S. Employer
Identification No.) |
27 Richmond Road
Pembroke HM 08, Bermuda
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (441) 278-5400
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:
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 1.01. Entry into a Material Definitive Agreement.
On December 14, 2007, Allied World Assurance Company Holdings, Ltd (the “Company”) entered
into a stock purchase agreement with American International Group, Inc. (“AIG”), one of the
Company’s founding shareholders, pursuant to which the Company purchased an AIG subsidiary holding
11,693,333 common shares of the Company. These shares were the subsidiary’s sole asset and equate
to approximately 19.4% of the Company’s common shares outstanding as of November 30, 2007. The
purchase price per share was $48.19 for an aggregate price of $563.4 million and was based on and
reflects a 0.5% discount from the volume-weighted average trading price of the Company’s common
shares during the ten consecutive trading day period leading up to December 14, 2007. The stock
purchase agreement and the transactions contemplated thereby were approved by the Company’s Board
of Directors and the purchase price was funded using existing capital.
The stock purchase agreement and the related press release are attached hereto as Exhibits
10.1 and 99.1, respectively, and are incorporated herein by reference. The description of the stock
purchase agreement contained herein is qualified in its entirety by reference to the stock purchase
agreement filed herewith.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
|
|
|
10.1
|
|
Stock Purchase Agreement, dated as of December 14, 2007, by and
between Allied World Assurance Company Holdings, Ltd and American
International Group, Inc. |
|
|
|
99.1
|
|
Press release, dated
December 17, 2007. |
-2-
SIGNATURE
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 hereunto duly
authorized.
| |
|
|
|
|
| |
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
|
|
| Dated: December 17, 2007 |
By: |
/s/ Wesley D. Dupont
|
|
| |
|
Name: |
Wesley D. Dupont |
|
| |
|
Title: |
Senior Vice President and General Counsel |
|
-3-