Unassociated Document
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) July
2, 2007
AmTrust
Financial Services, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33143
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04-3106389
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(State
or other jurisdiction
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(Commission
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IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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59
Maiden Lane, 6th
Floor, New York, New York
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10038
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (212)
220-7120
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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|
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.133-4 (c))
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Item
1.01
ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On
July
2, 2007, AmTrust Financial Services, Inc. (“AmTrust” or the “Company”) entered
into an agreement (the “Master Agreement”) with Maiden Holdings, Ltd. (“Maiden
Holdings”), a Bermuda insurance holding company formed by the Company’s
principal shareholders, by which the Company agreed to cause its insurance
company subsidiaries to enter into quota share reinsurance agreements (the
“Reinsurance Agreements”) with Maiden Insurance Company, Ltd. (“Maiden
Insurance”), a Bermuda reinsurer and wholly-owned subsidiary of Maiden Holdings.
Pursuant
to the Reinsurance Agreements, AmTrust’s U.S., Irish and U.K. insurance
subsidiaries (the “AmTrust Cedents”) will cede to Maiden 40% of their premiums
and losses and transfer to Maiden Insurance 40% of their unearned premium
reserves, effective as of July 1, 2007. The AmTrust Cedents will receive a
ceding commission of 31% of ceded written premiums, which after the first year
will be subject to adjustment (up to a maximum of 32% and a minimum of 30%)
based on the loss ratio on the ceded business. The agreements have an initial
term of three years, subject to early termination events, and renew for
additional three year terms unless either party elects not to renew. The
Reinsurance Agreement between Maiden Insurance and the U.S. AmTrust Cedents
is
subject to certain regulatory approvals.
The
Master Agreement further provides that Maiden Insurance, as grantor, and the
U.S. AmTrust Cedents will enter into reinsurance trust agreements with a
trustee, by which Maiden Insurance will secure its obligations to the U.S.
AmTrust cedents.
Because
the Company and Maiden Holdings have common shareholders, board members and,
for
a short transition period, executive management, the Master Agreement requires
that each company refer corporate opportunities which are presented to both
companies to a committee of independent directors to decide whether to pursue
the opportunity.
Item
5.05
AMENDEMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE
CODE OF EHTICS
Barry
D.
Zyskind, President and Chief Executive Officer of the Company, now also is
serving as the non-executive Chairman of Maiden Holdings and Maiden Insurance.
Max G. Caviet, the president of two of AmTrust's subsidiaries, has been
appointed as the President and Chief Executive Officer of Maiden Holdings and
Maiden Insurance. He will retain his positions at the Company for a transitional
period, which is not expected to extend beyond December 31, 2007, to allow
time
for Mr. Caviet's replacement to be identified and assume his or her duties
at
the Company. In addition, Ronald E. Pipoly, Jr., the Company's Chief Financial
Officer, has been appointed interim Chief Financial Officer of Maiden Holdings
and Maiden Insurance until a permanent Chief Financial Officer is
retained.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AmTrust
Financial
Services, Inc. |
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(Registrant) |
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| Date July
3,
2007 |
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/s/ Stephen
Ungar |
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Stephen
Ungar |
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Secretary |