Delaware
|
|
6411
|
|
04-3106389
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Primary
Standard Industrial
Classification
Code Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
SUMMARY
|
1
|
|
THE
OFFERING
|
1
|
|
RISK
FACTORS
|
1
|
|
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
1
|
|
USE
OF PROCEEDS
|
2
|
|
DIVIDEND
POLICY
|
2
|
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
2
|
|
SELECTED
CONSOLIDATED FINANCIAL AND OPERATING INFORMATION
|
2
|
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
2
|
|
BUSINESS
|
3
|
|
MANAGEMENT
|
3
|
|
EXECUTIVE
COMPENSATION
|
3
|
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
3
|
|
PRINCIPAL
STOCKHOLDERS
|
3
|
|
SELLING
STOCKHOLDERS
|
3
|
|
DESCRIPTION
OF CAPITAL STOCK
|
15
|
|
SHARES
ELIBIBLE FOR FUTURE SALE
|
17
|
|
REGISTRATION
RIGHTS
|
18
|
|
PLAN
OF DISTRIBUTION
|
19
|
|
WHERE
YOU CAN FIND MORE INFORMATION
|
22
|
|
INCORPORATION
BY REFERENCE
|
23
|
|
LEGAL
MATTERS
|
23
|
|
EXPERTS
|
23
|
|
MATERIAL
CHANGES
|
24
|
|
GLOSSARY
OF SELECTED INSURANCE, REINSURANCE AND INVESTMENT TERMS
|
24
|
|
INDEX
TO FINANCIAL STATEMENTS
|
27
|
Common
stock offered by the selling stockholders
|
25,584,000
shares
|
|
|
||
Common
stock outstanding
|
59,959,000 shares
|
|
|
||
Use
of proceeds
|
We
will not receive any proceeds from the sale of the shares of common
stock
offered in this prospectus.
|
|
|
||
Dividend
policy
|
On
September 1, 2006 our board of directors decided that the Company
would begin paying a regular quarterly cash dividend of $0.02 per
share on
its common stock beginning in the fourth quarter 2006. See “Dividend
Policy”.
|
|
|
||
Risk
factors
|
For
a discussion of certain factors you should consider in making an
investment, see “Risk Factors” as provided in our annual report on Form
10-K, filed with the SEC on March 16, 2007 and are incorporated herein
by
reference.
|
|
|
||
Listing
|
Our
shares of common stock are listed on the Nasdaq Global Market under
the
symbol “AFSI.”
|
Period
|
High
|
Low
|
Cash
Dividends
Declared
|
|||||||
Fourth
quarter, 2006 (November 13 through December 31)
|
$
|
9.00
|
$
|
7.50
|
$
|
0.02
|
||||
First
quarter, 2007
|
11.01
|
8.44
|
0.02
|
|||||||
Second
quarter, 2007
|
18.90
|
10.68
|
0.025
|
Selling
Stockholders
|
Shares
of Common Stock Beneficially Owned Prior to Offering
|
Shares
of Common Stock to be Sold
|
Beneficial
Ownership After Offering if All Shares are Sold
|
Percent
of Class Owned After Offering if All Shares are Sold
|
|||||||||
Steven
T. Akers
|
100
|
100
|
—
|
—
|
|||||||||
Leslie
Lee Alexander
|
343,000
|
343,000
|
—
|
—
|
|||||||||
Gerald
J. Allen (1)
|
5,500
|
5,500
|
—
|
—
|
|||||||||
Gerald
Allen Charles Schwab & Co Inc.
Cust
IRA Rollover (1)
|
620
|
620
|
—
|
—
|
|||||||||
Allied
Funding, Inc. (2)
|
28,600
|
28,600
|
—
|
—
|
|||||||||
David
Alperin
|
100
|
100
|
—
|
—
|
|||||||||
Noreen
M. Ananea
|
100
|
100
|
—
|
—
|
|||||||||
Lisa
Anderson
|
100
|
100
|
—
|
—
|
|||||||||
Roland
J. Anderson & Fanny M. Anderson (1)
|
1,490
|
1,490
|
—
|
—
|
|||||||||
T.
Anderson & J. Anderson TTEE Anderson Family Rev. TR U/A DTD 9/23/02
(1)
|
2500
|
2500
|
—
|
—
|
|||||||||
Apple
Ridge Partners LP (3)
|
35,000
|
35,000
|
—
|
—
|
|||||||||
Jocefa
Araujo
|
100
|
100
|
—
|
—
|
|||||||||
Maureen
K. Aukerman Charles Schwab & Co. Inc. Cust IRA Rollover
(1)
|
1,220
|
1,220
|
—
|
—
|
|||||||||
Robin
Baglin
|
100
|
100
|
—
|
—
|
|||||||||
David
Baker
|
35,000
|
35,000
|
—
|
—
|
|||||||||
Marilyn
Baker
|
100
|
100
|
—
|
—
|
|||||||||
Richard
Bakulski
|
100
|
100
|
—
|
—
|
|||||||||
Carol
Balsay
|
100
|
100
|
—
|
—
|
|||||||||
Bamberger
Ceccarelli Dicicco Sanders URSE TTEE Orthopedic Associates of Southwestern
Ohio~Profit Sharing Plan (1)
|
4,570
|
4,570
|
—
|
—
|
|||||||||
Linda
Banks
|
100
|
100
|
—
|
—
|
|||||||||
John
A Barron(1)
|
570
|
570
|
—
|
—
|
|||||||||
Baxer-Hazel
Funeral Home (1)
|
610
|
610
|
—
|
—
|
|||||||||
Michael
Baum #
|
2,000
|
2,000
|
—
|
—
|
|||||||||
Bay
Pond Partners L.P. (Bermuda) (4)
|
180,000
|
180,000
|
—
|
—
|
|||||||||
Bay
Pond Partners, L.P. (4)
|
550,000
|
550,000
|
—
|
—
|
|||||||||
Bear
Stearns Securities Corp Cust., Steven Emerson Roth IRA
|
47,200
|
47,200
|
—
|
—
|
|||||||||
Bear
Stearns Securities Corp. Cust., Steven Emerson Roth R/O IRA
II
|
300,000
|
300,000
|
—
|
—
|
|||||||||
Pamela
Beaulieu
|
100
|
100
|
—
|
—
|
|||||||||
Elaine
S Berman SEP-IRA (1)
|
830
|
830
|
—
|
—
|
|||||||||
Elaine
S. Berman Trust~DTD 6/30/95~Elaine S. Berman TTEE U/A DTD
6/30/95 (1)
|
860
|
860
|
—
|
—
|
|||||||||
Elaine
S. Berman Benificiary Inherited IRA (1)
|
870
|
870
|
—
|
—
|
|||||||||
Bermuda
Partners. L.P. (5)
|
84,500
|
84,500
|
—
|
—
|
|||||||||
Diana
M Best Charles Schwab & Co Inc. Cust IRA Rollover (1)
|
3,260
|
3,260
|
—
|
—
|
|||||||||
Kathy
Betteridge
|
100
|
100
|
—
|
—
|
|||||||||
Vivan
D. Bischel TTEE Vivan D. Bishel Rev Liv Trust U/A DTD 11/18/1993
(1)
|
1,790
|
1,790
|
—
|
—
|
Monte
R. Black: Eubel Brady (1)
|
6,370
|
6,370
|
—
|
—
|
|||||||||
Dianne
Blankeney
|
100
|
100
|
—
|
—
|
|||||||||
William
J. Blizzard, Jr.
|
100
|
100
|
—
|
—
|
|||||||||
Blueprint
Partners LP (6)
|
40,000
|
40,000
|
—
|
—
|
|||||||||
Howard
C. Bluver
|
3,500
|
3,500
|
—
|
—
|
|||||||||
Teri
Bohnsack
|
100
|
100
|
—
|
—
|
|||||||||
Boston
Partners All Cap Value Fund (7)
|
4,740
|
4,740
|
—
|
—
|
|||||||||
Bow
River Capital Fund, LP (8)
|
71,428
|
71,428
|
—
|
—
|
|||||||||
Bow
River Capital Fund II, LP (8)
|
71,429
|
71,429
|
—
|
—
|
|||||||||
Erika
Boyle
|
100
|
100
|
—
|
—
|
|||||||||
Michael
Glenn Bradshaw Charles Schwab & Co. Inc. Cust. IRA Rollover
(1)
|
2,900
|
2,900
|
—
|
—
|
Judy
A. Brown
|
100
|
100
|
—
|
—
|
|||||||||
Rozanne
Brownbill
|
100
|
100
|
—
|
—
|
|||||||||
Brunswick
Master Pension Trust (7)
|
41,800
|
41,800
|
—
|
—
|
|||||||||
Norman
Burdick
|
100
|
100
|
—
|
—
|
|||||||||
Burlingame
Equity Investors (Offshore), Ltd (9)
|
65,262
|
65,262
|
—
|
—
|
|||||||||
Burlingame
Equity Investors, LP (9)
|
157,637
|
157,637
|
—
|
—
|
|||||||||
Burlingame
Equity Investors II, LP (9)
|
20,001
|
20,001
|
—
|
—
|
|||||||||
Siobhain
Byrne
|
100
|
100
|
—
|
—
|
|||||||||
Jeremy
Cadle
|
100
|
100
|
—
|
—
|
|||||||||
Canyon
Value Realization Fund (Cayman) Ltd. (10)
|
17,500
|
17,500
|
—
|
—
|
|||||||||
Canyon
Value Realization Fund, L.P. (11)
|
7,500
|
7,500
|
—
|
—
|
|||||||||
Pamela
S Carroll (1)
|
490
|
490
|
—
|
—
|
|||||||||
Douglas
S. Carson #
|
500
|
500
|
—
|
—
|
|||||||||
CastleRock
Fund Ltd (5)
|
406,400
|
406,400
|
—
|
—
|
|||||||||
CastleRock
Partners, L.P. (12)
|
618,800
|
618,800
|
—
|
—
|
|||||||||
CastleRock
Partners II LP (12)
|
51,800
|
51,800
|
—
|
—
|
|||||||||
Catalyst
Master Fund Ltd (13) #
|
34,711
|
34,711
|
—
|
—
|
|||||||||
Deborah
Cecere
|
100
|
100
|
—
|
—
|
|||||||||
Chesed
Foundation of America (14)
|
401,786
|
401,786
|
—
|
—
|
|||||||||
Kimberly
Christian
|
100
|
100
|
—
|
—
|
|||||||||
Cindu
International Pension Fund (7)
|
5,800
|
5,800
|
—
|
—
|
|||||||||
Kevin
Clausen
|
100
|
100
|
|||||||||||
Cassandra
Clemons
|
100
|
100
|
—
|
—
|
|||||||||
Ger
Clifford
|
100
|
100
|
—
|
—
|
|||||||||
Coleman
Family Revocable Trust (15)
|
6,250
|
6,250
|
—
|
—
|
|||||||||
Laurence
Colletti
|
100
|
100
|
—
|
—
|
|||||||||
Lusaida
Colon
|
100
|
100
|
—
|
—
|
|||||||||
Jessica
Conrad
|
100
|
100
|
—
|
—
|
|||||||||
Thomas
Conrad
|
100
|
100
|
—
|
—
|
|||||||||
Jeffrey
Corder
|
100
|
100
|
—
|
—
|
|||||||||
William
Connett
|
100
|
100
|
—
|
—
|
|||||||||
Corsair
Capital Investors Ltd (16)
|
79,000
|
79,000
|
—
|
—
|
|||||||||
Corsair
Capital Partners LP (16)
|
566,857
|
566,857
|
—
|
—
|
|||||||||
Corsair
Capital Partners 100, L.P. (16)
|
26,286
|
26,286
|
—
|
—
|
|||||||||
Corsair
Long Short International Ltd (16)
|
12,572
|
12,572
|
—
|
—
|
|||||||||
Corsair
Select, L.P. (16) #
|
140,000
|
140,000
|
—
|
—
|
|||||||||
Paul
R. Crnkovi Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
1,020
|
1,020
|
—
|
—
|
|||||||||
Cumber
International S.A. (17)
|
284,853
|
284,853
|
—
|
—
|
|||||||||
Cumberland
Benchmarked Partners L.P. (17)
|
653,287
|
653,287
|
—
|
—
|
|||||||||
Cumberland
Long Partners LP (17)
|
2,471
|
2,471
|
—
|
—
|
|||||||||
Cumberland
Partners (17)
|
961,965
|
961,965
|
—
|
—
|
Paul
Darkovich
|
100
|
100
|
—
|
—
|
|||||||||
DB
Alternative Trading (18) #
|
1,200,000
|
1,200,000
|
—
|
—
|
|||||||||
DCM
Limited (13)
|
4,858
|
4,858
|
—
|
—
|
|||||||||
Rhonda
Dean-Washington
|
100
|
100
|
—
|
—
|
|||||||||
Donald
T. DeCarlo
|
10,000
|
10,000
|
—
|
—
|
|||||||||
Deephaven
Event Trading Ltd (Cayman Islands) (19)
|
1,005,000
|
1,005,000
|
—
|
—
|
|||||||||
Deephaven
Growth Opportunities Trading Ltd. (19)
|
397,500
|
397,500
|
—
|
—
|
|||||||||
Paul
Thomas Dell'Isola #
|
40,000
|
40,000
|
—
|
—
|
|||||||||
Demetrios
Diavatis #
|
7,500
|
7,500
|
—
|
—
|
|||||||||
Rick
Deshields
|
100
|
100
|
—
|
—
|
|||||||||
Gregg
A. Dickey
|
100
|
100
|
—
|
—
|
|||||||||
Cyndil
Dillman
|
100
|
100
|
—
|
—
|
|||||||||
Drake
Associates LP (20)
|
50,000
|
50,000
|
—
|
—
|
|||||||||
Veronica
Eaton
|
100
|
100
|
—
|
—
|
|||||||||
EBS
Partners, LP Primary Account A Partnership (1)
|
63,710
|
63,710
|
—
|
—
|
|||||||||
EJF
Crossover Master Fund LP (21)
|
200,000
|
200,000
|
—
|
—
|
|||||||||
Electrical
Workers Pension Fund Part A (7)
|
3,295
|
3,295
|
—
|
—
|
|||||||||
Electrical
Workers Pension Fund Part B (7)
|
2,810
|
2,810
|
—
|
—
|
|||||||||
Electrical
Workers Pension Fund Part C (7)
|
1,250
|
1,250
|
—
|
—
|
|||||||||
Cyndil
Eillot
|
100
|
100
|
—
|
—
|
|||||||||
Emerson
Electric Company (22)
|
65,000
|
65,000
|
—
|
—
|
|||||||||
Endurance
Fund (22)
|
44,700
|
44,700
|
—
|
—
|
|||||||||
Dominic
T. Farris
|
100
|
100
|
—
|
—
|
|||||||||
Francis
J. Fabrizio #
|
5,000
|
5,000
|
—
|
—
|
|||||||||
Thomas
L. Falvey & Mary Leslie Falvey (1)
|
2,220
|
2,220
|
—
|
—
|
|||||||||
Far
West Capital Partners LP (22)
|
638,345
|
638,345
|
—
|
—
|
Thomas
A. Faries #
|
3,000
|
3,000
|
—
|
—
|
|||||||||
Farvane
Limited (13)
|
3,156
|
3,156
|
—
|
—
|
|||||||||
Harold
A. Ferguson Jr. & Lois Maire Ferguson (1)
|
1,490
|
1,490
|
—
|
—
|
|||||||||
Donna
Fields
|
100
|
100
|
—
|
—
|
|||||||||
David
Filley
|
100
|
100
|
—
|
—
|
|||||||||
First
Financial Fund, Inc. (4)
|
350,000
|
350,000
|
—
|
—
|
|||||||||
Michael
Fiorina
|
100
|
100
|
—
|
—
|
|||||||||
Todd
Fitzsimmons
|
100
|
100
|
—
|
—
|
|||||||||
Fleet
Maritime, Inc (13)
|
115,360
|
115,360
|
—
|
—
|
|||||||||
Fort
Mason Master, L.P. (23)
|
670,799
|
670,799
|
—
|
—
|
|||||||||
Fort
Mason Partners, L.P. (23)
|
43,501
|
43,501
|
—
|
—
|
|||||||||
Found-Mor
LLC(1)
|
7,110
|
7,110
|
—
|
—
|
|||||||||
Friedman,
Billings, Ramsey Group, Inc. (24) #
|
2,560,569
|
2,560,569
|
—
|
—
|
|||||||||
Janelle
I. Friedman
|
100
|
100
|
—
|
—
|
|||||||||
Susan
J. Gagnon TTEE Susan J. Gagon Revocable Lining Trust UA DTD 8/30/95
(1)
|
3,760
|
3,760
|
—
|
—
|
|||||||||
George
Weiss Associates Inc. Profit Sharing Plan (25)
|
165,000
|
165,000
|
—
|
—
|
|||||||||
William
I Gharst TTEE Jonell L. Gharst Rev Liv Trust OTO 3/18/1997
(1)
|
4,250
|
4,250
|
—
|
—
|
|||||||||
Carrie
Gibson
|
100
|
100
|
—
|
—
|
|||||||||
Matthew
Gillespie
|
100
|
100
|
—
|
—
|
|||||||||
GMI
Master Retirement Trust (7)
|
71,500
|
71,500
|
—
|
—
|
|||||||||
Carl
William Goeckel Charles Schwab & Co Inc. Cust IRA (1)
|
3,840
|
3,840
|
—
|
—
|
|||||||||
James
R. Goldstein (1)
|
810
|
810
|
—
|
—
|
|||||||||
Barry
J. Gossett
|
100
|
100
|
—
|
—
|
|||||||||
Jennifer
Graham
|
100
|
100
|
—
|
—
|
|||||||||
David
Greer #
|
40,000
|
40,000
|
—
|
—
|
|||||||||
Jeffrey
M. Grieco~Revocable Living Trust DTD 7/19/2001~Jeffrey M. Grieco,
TTEE
(1)
|
1,290
|
1,290
|
—
|
—
|
Yvonne
A. Grieco TTEE Trust UA
DTD
07/19/2001 (1)
|
1,210
|
1,210
|
—
|
—
|
|||||||||
Joseph
C. Grumbles
|
100
|
100
|
—
|
—
|
|||||||||
Martin
J. Grunder, Jr. Charles Schwab & Co Inc. Cust IRA
Rollover(1)
|
670
|
670
|
—
|
—
|
|||||||||
Carmine
Guerro Charles Schwab & Co Inc. Cust IRA Rollover (1)
|
3,010
|
3,010
|
—
|
—
|
|||||||||
C.
Guerro & W. Guerro TTEE Carmine & Wendy Guerro Living Trust U/A
DTD 7/31/2000
|
1,530
|
1,530
|
—
|
—
|
|||||||||
Samantha
Gumenick
|
14,200
|
14,200
|
—
|
—
|
|||||||||
Paul
S. Guthrie & Cynthia J. Guthrie (1)
|
2,180
|
2,180
|
—
|
—
|
|||||||||
Bridgette
Helms IRA
|
1,250
|
1,250
|
—
|
—
|
|||||||||
Timothy
Habeck
|
100
|
100
|
—
|
—
|
|||||||||
Lauren
M. Hadyk
|
100
|
100
|
—
|
—
|
|||||||||
Julie
Harrison
|
100
|
100
|
—
|
—
|
|||||||||
Stephen
L. Harrison IRA
|
1,250
|
1,250
|
—
|
—
|
|||||||||
Steven
Hartman
|
100
|
100
|
—
|
—
|
|||||||||
Bradley
J. Hausfeld Charles Schwab & Co Inc. IRA
Rollover (1)
|
880
|
880
|
—
|
—
|
|||||||||
Thomas
L. Hausfeld Charles Schwab & Co Inc. IRA
Rollover (1)
|
560
|
560
|
—
|
—
|
|||||||||
Thomas
L. Hausfeld TTEE Auto Disposal Systems Inc. 401(k) DTD 1/1/95 All
Cap
Value A/C (1)
|
970
|
970
|
—
|
—
|
|||||||||
Hagerstown
Teamsters & Motor Carriers Pension (7)
|
4,140
|
4,140
|
—
|
—
|
|||||||||
Paul
Hays
|
100
|
100
|
—
|
—
|
|||||||||
Peter
Helms IRA
|
1,250
|
1,250
|
—
|
—
|
|||||||||
Ashley
Herron
|
100
|
100
|
—
|
—
|
|||||||||
Highbridge
Event Driven/Relative Value Fund, LP (26)
|
159,525
|
159,525
|
—
|
—
|
|||||||||
Highbridge
Event Driven/Relative Value Fund, Ltd. (27)
|
1,277,975
|
1,277,975
|
—
|
—
|
|||||||||
Audrey
J. Hill
|
100
|
100
|
—
|
—
|
|||||||||
Kimberly
Hill
|
100
|
100
|
—
|
—
|
|||||||||
Patricia
Hill
|
100
|
100
|
—
|
—
|
|||||||||
HFR
HE Platinum Master Trust (17)
|
67,365
|
67,365
|
—
|
—
|
|||||||||
HFR
HE Systematic Master Trust (5)
|
238,500
|
238,500
|
—
|
—
|
|||||||||
Highbridge
Int'l LLC (26)
|
1,062,500
|
1,062,500
|
—
|
—
|
|||||||||
George
W. Hicks (1)
|
1,220
|
1,220
|
—
|
—
|
|||||||||
Nosrat
Makky Hillman (1)
|
660
|
660
|
—
|
—
|
Nosrat
M. Hillman Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
860
|
860
|
—
|
—
|
|||||||||
Hod
Foundation (27)
|
669,643
|
669,643
|
—
|
—
|
|||||||||
Shirley
Hodge
|
100
|
100
|
—
|
—
|
|||||||||
Steven
Holcomb
|
100
|
100
|
—
|
—
|
|||||||||
Stauart
D. Hollander
|
100
|
100
|
—
|
—
|
|||||||||
Eva
Holmgren
|
100
|
100
|
—
|
—
|
|||||||||
Thomas
Holton TTEE Marjorie G. Kasch Irrevocable Trust U/A/ DTD 03/21/1980
(1)
|
990
|
990
|
—
|
—
|
|||||||||
Alan
Horn
|
100
|
100
|
—
|
—
|
|||||||||
Michael
A. Houser & H. Stephen Wargo (1)
|
390
|
390
|
—
|
—
|
|||||||||
Stephen
L. Hopf & Cynthia Hopf (1)
|
890
|
890
|
—
|
—
|
|||||||||
Kristine
A. Horuath
|
100
|
100
|
—
|
—
|
|||||||||
HSBC
Guyerzeller Trust Co., as trustee for The Green Forest Trust
(13)
|
28,020
|
28,020
|
—
|
—
|
|||||||||
Robin
Hovanasian
|
100
|
100
|
—
|
—
|
Mary
Howell
|
100
|
100
|
—
|
—
|
|||||||||
Cinthia
A. Hrusch
|
100
|
100
|
—
|
—
|
|||||||||
Jane
Hughes TTEE Giacomo Irrevocable Trust U/A/ DTD 11/30/00
(1)
|
5,710
|
5,710
|
—
|
—
|
|||||||||
Zachary
Huke #
|
5,000
|
5,000
|
—
|
—
|
|||||||||
Gregory
Hull (1)
|
470
|
470
|
—
|
—
|
|||||||||
Gregory
Hull Charles Schwab & Co Inc. Cust IRA Rollover (1)
|
670
|
670
|
—
|
—
|
|||||||||
John
Hutchinson
|
100
|
100
|
—
|
—
|
|||||||||
Victoria
Peslak Hyman
|
57,000
|
57,000
|
—
|
—
|
|||||||||
Edward
& Jill Im
|
3,125
|
3,125
|
—
|
—
|
|||||||||
Kathryn
Ingram
|
100
|
100
|
—
|
—
|
|||||||||
Julia
Inverarity
|
100
|
100
|
—
|
—
|
|||||||||
IOU
Limited Partnership (28)
|
165,000
|
165,000
|
—
|
—
|
|||||||||
Ironworkers
District Council of New England Pension (7)
|
6,400
|
6,400
|
—
|
—
|
|||||||||
Sheryl
Jackman
|
100
|
100
|
—
|
—
|
|||||||||
Eileen
M. Jackson Designated Beneficiary Plan (1)
|
1,830
|
1,830
|
—
|
—
|
|||||||||
Lawrence
K. Jackson Charles Schwab & Co Inc. Cust IRA Contributory
(1)
|
450
|
450
|
—
|
—
|
|||||||||
Kristen
Jackson
|
100
|
100
|
—
|
—
|
|||||||||
Lawrence
K. Jackson Designated Beneficiary Plan (1)
|
2,310
|
2,310
|
—
|
—
|
|||||||||
Alane
Janicek
|
100
|
100
|
—
|
—
|
|||||||||
Denise
Jenkins
|
100
|
100
|
—
|
—
|
|||||||||
Theresa
A. Jennings
|
100
|
100
|
—
|
—
|
|||||||||
Thomas
Jewel
|
100
|
100
|
—
|
—
|
|||||||||
Johnson
Revocable Living Trust (29)
|
10,000
|
10,000
|
—
|
—
|
|||||||||
Lisa
Johnson
|
100
|
100
|
—
|
—
|
|||||||||
Andrew
Frank Jose #
|
17,857
|
17,857
|
—
|
—
|
|||||||||
Ann
C. Karter (1)
|
11,430
|
11,430
|
—
|
—
|
|||||||||
Sonja
K. Kasch TTEE Sonja K. Kasch Trust U/A/ DTD 10/26/2004 Kasch TTEE
(1)
|
1,520
|
1,520
|
—
|
—
|
|||||||||
Stanley
J. Katz Charles Schwab & Co Inc. Cust IRA Contributory
(1)
|
620
|
620
|
—
|
—
|
|||||||||
Joseph
C. Kavanagh #
|
5,000
|
5,000
|
—
|
—
|
|||||||||
Luke
Kelly
|
100
|
100
|
—
|
—
|
|||||||||
Kings
Road Investments Ltd (30)
|
714,300
|
714,300
|
—
|
—
|
|||||||||
Sharon
Kleinman
|
100
|
100
|
—
|
—
|
|||||||||
Kimberly
Kowalski
|
100
|
100
|
—
|
—
|
|||||||||
Anthony
L. Kremer~ Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
1,460
|
1,460
|
—
|
—
|
|||||||||
Anthony
L. Kremer TTEE Anthony L. Kremer Revocable Living Trust
U/A
DTD 1/27/1998 (1)
|
1,250
|
1,250
|
—
|
—
|
|||||||||
Mary
Ellen Kremer TTEE Mary Ellen Kremer U/A/ DTD 01/27/1998
(1)
|
1,500
|
1,500
|
—
|
—
|
|||||||||
John
C. Kunesh & Sarah L. Kunesh (1)
|
1,210
|
1,210
|
—
|
—
|
|||||||||
Michael
T. Kunesh TTEE Trust Agreement U/A/ DTD 02/10/1995 (1)
|
2,470
|
2,470
|
—
|
—
|
LJB
Inc. Savings Plan & Trust U/A DTD 1/1/1985 FBO T. Beach - Stephen D.
Williams TTEE
|
730
|
730
|
—
|
—
|
|||||||||
Raymond
W. Lane (1)
|
2,450
|
2,450
|
—
|
—
|
|||||||||
Sharon
Langer
|
100
|
100
|
—
|
—
|
|||||||||
Chritina
Laroche
|
100
|
100
|
—
|
—
|
|||||||||
Carmen
Lazar
|
100
|
100
|
—
|
—
|
|||||||||
Edward
Lee
|
100
|
100
|
—
|
—
|
Joann
Lefeure
|
100
|
100
|
—
|
—
|
|||||||||
Kathryn
A. Leeper TTEE Kathryn Ann Leeper Trust U/A DTD 06/29/95
(1)
|
780
|
780
|
—
|
—
|
|||||||||
James
T. Lehner Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
2,670
|
2,670
|
—
|
—
|
|||||||||
Jeffrey
Leo
|
100
|
100
|
—
|
—
|
|||||||||
Christine
F. Lindeman Thomas Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
1,340
|
1,340
|
—
|
—
|
|||||||||
Christine
F. Lindeman Thomas Revocable Trust UA DTD 08/22/1991 (1)
|
3,870
|
3,870
|
—
|
—
|
|||||||||
Salvatore
Liotta
|
100
|
100
|
—
|
—
|
|||||||||
Michael
Lipson & Marilyn E. Lipson (1)
|
410
|
410
|
—
|
—
|
|||||||||
Diane
Lloyd
|
100
|
100
|
—
|
—
|
|||||||||
Ronald
Loekaby
|
100
|
100
|
—
|
—
|
|||||||||
Marita
L. Longo
|
100
|
100
|
—
|
—
|
|||||||||
Longview
Partners B LP (17)
|
226,695
|
226,695
|
—
|
—
|
|||||||||
Robert
Lowry IRA (1)
|
460
|
460
|
—
|
—
|
|||||||||
Robert
W. Lowry (1)
|
2,630
|
2,630
|
—
|
—
|
|||||||||
Sharon
A. Lowry~IRA~Robert W. Lowry, POA (1)
|
2,210
|
2,210
|
—
|
—
|
|||||||||
Loyola
University Employee's Retirement Plan Trust (7)
|
16,000
|
16,000
|
—
|
—
|
|||||||||
Loyola
University of Chicago Endowment Fund (7)
|
16,900
|
16,900
|
—
|
—
|
|||||||||
L.
Peck & D Vockell & S. Brinn & Otilia Fernandez Pediatrics~PSC
401(k) (1)
|
1,520
|
1,520
|
—
|
—
|
|||||||||
Samuel
W. Lumby (1)
|
2,050
|
2,050
|
—
|
—
|
|||||||||
Michael
G. Lunsford Charles Schwab & Co Cust. IRA Rollover
(1)
|
910
|
910
|
—
|
—
|
|||||||||
Julie
Lupoletti
|
100
|
100
|
—
|
—
|
|||||||||
David
A. Lyons
|
28,571
|
28,571
|
—
|
—
|
|||||||||
MA
Deep Event LTD (19)
|
97,500
|
97,500
|
—
|
—
|
|||||||||
Magnetar
Capital Master Fund, Ltd (28)
|
536,430
|
536,430
|
—
|
—
|
|||||||||
Raj
Maheshwari & Sarita Singh
|
35,700
|
35,700
|
—
|
—
|
|||||||||
Robert
Majeski
|
100
|
100
|
—
|
—
|
|||||||||
William
Malphurs
|
100
|
100
|
—
|
—
|
|||||||||
Maureen
Manola
|
100
|
100
|
—
|
—
|
|||||||||
Darryl
Marshall-Inman & Jennifer Marshall-Inman
|
3,125
|
3,125
|
—
|
—
|
|||||||||
Jean
C. Marten (1)
|
410
|
410
|
—
|
—
|
|||||||||
Jean
C Marten. Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
970
|
970
|
—
|
—
|
|||||||||
Scott
Martin
|
100
|
100
|
—
|
—
|
|||||||||
Michael
J. Mathile~Revocable Living Trust DTD 10/03/96 (1)
|
3,010
|
3,010
|
—
|
—
|
|||||||||
Glen
Matias
|
100
|
100
|
—
|
—
|
|||||||||
Barbara
B. McCarty (1)
|
940
|
940
|
—
|
—
|
|||||||||
Linda
McColloch
|
100
|
100
|
—
|
—
|
|||||||||
Patrick
L. McGohan & Jackie L. McGohan (1)
|
1,380
|
1,380
|
—
|
—
|
|||||||||
William
McKenzie
|
100
|
100
|
—
|
—
|
|||||||||
John
O. McManus. ROTH IRA
|
27,200
|
27,200
|
—
|
—
|
|||||||||
John
O. McManus. SEP IRA
|
40,800
|
40,800
|
—
|
—
|
|||||||||
Michael
J. McQuiston Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
1,750
|
1,750
|
—
|
—
|
Dennis
Medo
|
100
|
100
|
—
|
—
|
|||||||||
Melchor
Capital (31)
|
50,000
|
50,000
|
—
|
—
|
|||||||||
Metal
Trades (7)
|
22,400
|
22,400
|
—
|
—
|
|||||||||
John
E. Meyer (1)
|
64,270
|
64,270
|
—
|
—
|
Patricia
Meyer-Dorn Charles Schwab & Co Inc. Cust IRA Contributory
(1)
|
5,170
|
5,170
|
—
|
—
|
|||||||||
Miami
Valley Cardiologists, Inc. Profit Sharing Plan Trust~EBS Equity 100
(1)
|
13,170
|
13,170
|
—
|
—
|
|||||||||
Ann
K. Miller (1)
|
9,570
|
9,570
|
—
|
—
|
|||||||||
Grace
G. Miller (1)
|
960
|
960
|
—
|
—
|
|||||||||
John
J. Miller (1)
|
940
|
940
|
—
|
—
|
|||||||||
Minnesota
Mining and Manufacturing Company (7)
|
351,400
|
351,400
|
—
|
—
|
|||||||||
Beth
Mizoras
|
100
|
100
|
—
|
—
|
|||||||||
MJJM,
LLC (32) #
|
140,000
|
140,000
|
—
|
—
|
|||||||||
Robert
Montgomery
|
100
|
100
|
—
|
—
|
|||||||||
Richard
Mowatt
|
100
|
100
|
—
|
—
|
|||||||||
Kathleen
Murphy
|
100
|
100
|
—
|
—
|
|||||||||
Kathleen
Murphy
|
100
|
100
|
—
|
—
|
|||||||||
Mark
Murphy
|
100
|
100
|
—
|
—
|
|||||||||
Kenneth
Murray
|
100
|
100
|
—
|
—
|
|||||||||
Mutual
Finances Services Fund (33)
|
1,600,000
|
1,600,000
|
—
|
—
|
|||||||||
Neuhauser
Capital LLC (34) #
|
150,000
|
150,000
|
—
|
—
|
|||||||||
Joyce
Newell
|
100
|
100
|
—
|
—
|
|||||||||
Peter
R. Newman Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
3,460
|
3,460
|
—
|
—
|
|||||||||
Matthew
Niarhakos
|
100
|
100
|
—
|
—
|
|||||||||
Sandra
E. Nischwitz (1)
|
1,730
|
1,730
|
—
|
—
|
|||||||||
Milo
Noble (1)
|
7,260
|
7,260
|
—
|
—
|
|||||||||
Melissa
Olund
|
100
|
100
|
—
|
—
|
|||||||||
Virginia
R. O’Neil & Edward J. O’Neil (1)
|
2,130
|
2,130
|
—
|
—
|
|||||||||
Richard
Oshetoye
|
100
|
100
|
—
|
—
|
|||||||||
Aurelia
Palcher~ Charles Schwab & Co Inc. Cust Roth Contributory IRA
(1)
|
1,790
|
1,790
|
—
|
—
|
|||||||||
John
E. Palcher Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
740
|
740
|
—
|
—
|
|||||||||
Juan
M. Palomar Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
2,150
|
2,150
|
—
|
—
|
|||||||||
Park
West Investors LLC (35)
|
576,098
|
576,098
|
—
|
—
|
|||||||||
Park
West Partners International, Ltd. (35)
|
126,592
|
126,592
|
—
|
—
|
|||||||||
Syreeta
Paskett
|
100
|
100
|
—
|
—
|
|||||||||
Nayann
B Pazyniak Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
460
|
460
|
—
|
—
|
|||||||||
Timothy
A. Pazyniak & Charles A. Pazyniak Charles Schwab & Co. Inc. IRA
Rollover (1)
|
4,020
|
4,020
|
—
|
—
|
|||||||||
Shelly
Peffers
|
100
|
100
|
—
|
—
|
|||||||||
Natividad
Pena
|
100
|
100
|
—
|
—
|
|||||||||
Peninsula
Catalyst Fund, L.P. (36)
|
192,000
|
192,000
|
—
|
—
|
|||||||||
Peninsula
Catalyst QP Fund, L.P. (36)
|
408,000
|
408,000
|
—
|
—
|
|||||||||
Peninsula
Fund, L.P. (36)
|
600,000
|
600,000
|
—
|
—
|
|||||||||
Jeannine
E. Phlipot (1)
|
1,190
|
1,190
|
—
|
—
|
|||||||||
Ronald
Piply
|
100
|
100
|
—
|
—
|
|||||||||
Ronald
E. Pipoly, Sr.
|
5,000
|
5,000
|
—
|
—
|
|||||||||
Bill
Pitt
|
100
|
100
|
—
|
—
|
|||||||||
Michael
Polachek
|
1,250
|
1,250
|
—
|
—
|
|||||||||
Matthew
Porter
|
100
|
100
|
—
|
—
|
|||||||||
Portside
Growth and Opportunity Fund (37) #
|
193,000
|
193,000
|
—
|
—
|
|||||||||
Darrell
Price
|
100
|
100
|
—
|
—
|
|||||||||
Producers-Writers
Guild of America (7)
|
23,400
|
23,400
|
—
|
—
|
|||||||||
Philip
Puckett
|
100
|
100
|
—
|
—
|
|||||||||
Patricia
Rainey
|
100
|
100
|
—
|
—
|
Rajnikant
Ramji Shah and Dilroza Rajnikant Ramji Shah
|
25,000
|
25,000
|
—
|
—
|
|||||||||
Anita
L. Rankin TTEE Anita L. Rankin Revocable Trust~U/A DTD
4/28/1995
(1)
|
540
|
540
|
—
|
—
|
|||||||||
Daniel
J. Roach Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
560
|
560
|
—
|
—
|
Carol
Robbins
|
100
|
100
|
—
|
—
|
|||||||||
Robeco
US Premium Equities Fund (EUR) (7)
|
14,360
|
14,360
|
—
|
—
|
|||||||||
Robeco
US Premium Equities Fund (USD) (7)
|
58,600
|
58,600
|
—
|
—
|
|||||||||
Robert
G. Schiro 2001 Trust (23)
|
213,600
|
213,600
|
—
|
—
|
|||||||||
Cindy
Rosado
|
100
|
100
|
—
|
—
|
|||||||||
Paul
J. Routh Charles Schwab & Co Inc. Cust IRA Contributory
(1)
|
660
|
660
|
—
|
—
|
|||||||||
Cynthia
Rudnickas
|
100
|
100
|
—
|
—
|
|||||||||
Christopher
M. Ruff Charles Schwab & Co Inc. Cust IRA Rollover (1)
|
290
|
290
|
—
|
—
|
|||||||||
Melodee
Ruffo
|
980
|
980
|
—
|
—
|
|||||||||
Dolores
H. Russ TTEE Dolores H. Russ Trust DTD 4/20/2000 (1)
|
17,770
|
17,770
|
—
|
—
|
|||||||||
David
L. Roer(1)
|
330
|
330
|
—
|
—
|
|||||||||
Jennifer
A. Roer UTA Charles Schwab & Co. Inc. IRA (1)
|
510
|
510
|
—
|
—
|
|||||||||
David
Ross TTEE The David Russ Trust U/A DTD 11/04/2000 (1)
|
1,730
|
1,730
|
—
|
—
|
|||||||||
Bruce
Saulnier
|
100
|
100
|
—
|
—
|
|||||||||
Pate
N. Saterides
|
100
|
100
|
—
|
—
|
|||||||||
Savannah
International Longshoremen's Assoc Employers Pension Trust
(7)
|
20,500
|
20,500
|
—
|
—
|
|||||||||
Michael
Saxon
|
100
|
100
|
—
|
—
|
|||||||||
Harry
Schlachter
|
100
|
100
|
—
|
—
|
|||||||||
Phillip
Seals
|
100
|
100
|
—
|
—
|
|||||||||
Ryan
See
|
100
|
100
|
—
|
—
|
|||||||||
Martha
S. Senkiw TTEE Martha S. Senliw Revocable Living Trust U/A/ DTD 11/02/1998
(1)
|
690
|
690
|
—
|
—
|
|||||||||
Peter
D. Senkiw~TTEE Peter D. Senkiw Revocable Living Trust U/A/ DTD 11/02/1998
(1)
|
700
|
700
|
—
|
—
|
|||||||||
Elizabeth
Sexworth IRA
|
625
|
625
|
—
|
—
|
|||||||||
Jack
Scherer & L. Scherer TTEE Jack R. Scherer Revocable Living Trust UAD
4/3/1997 (1)
|
2,220
|
2,220
|
—
|
—
|
|||||||||
Schoenfield
& Schoenfield TTEE Angler Construction Company~401(k) Profit Sharing
Plan (1)
|
460
|
460
|
—
|
—
|
|||||||||
Kimberly
M. Shable
|
100
|
100
|
—
|
—
|
|||||||||
Sarah
Shaffer
|
100
|
100
|
—
|
—
|
|||||||||
Marilyn
Shy
|
|||||||||||||
Henry
C. Sibley
|
100
|
100
|
—
|
—
|
|||||||||
Sisters
of St. Joseph Carondelet (7)
|
8,600
|
8,600
|
—
|
—
|
|||||||||
Barbara
Slaugenhoup
|
100
|
100
|
—
|
—
|
|||||||||
David
Slyman Jr.(1)
|
340
|
340
|
—
|
—
|
|||||||||
Jacqueline
Slyman (1)
|
2,500
|
2,500
|
—
|
—
|
|||||||||
Derek
Smith
|
100
|
100
|
—
|
—
|
|||||||||
Joanetta
Smith
|
100
|
100
|
—
|
—
|
|||||||||
Cynthia
Stamper
|
100
|
100
|
—
|
—
|
|||||||||
Peter
Nicholas Stathis
|
14,000
|
14,000
|
—
|
—
|
|||||||||
Steamfitters
(7)
|
6,000
|
6,000
|
—
|
—
|
|||||||||
Steamfitters
Pension (7)
|
8,200
|
8,200
|
—
|
—
|
Kevin
Stein #
|
3,500
|
3,500
|
—
|
—
|
|||||||||
Patricia
Stewart
|
100
|
100
|
—
|
—
|
|||||||||
Stratford
Partners LP (38)
|
50,000
|
50,000
|
—
|
—
|
|||||||||
Gloria
Stuart
|
100
|
100
|
—
|
—
|
|||||||||
Robert
N. Sturwold Designated Beneficiary Plan (1)
|
910
|
910
|
—
|
—
|
|||||||||
Summer
Street Cumberland Investors LLC (18)
|
94,446
|
94,446
|
—
|
—
|
|||||||||
Susan
Schiro & Peter Manus Foundation (22)
|
10,500
|
10,500
|
—
|
—
|
|||||||||
Michael
J. Suttman (1)
|
880
|
880
|
—
|
—
|
Steven
K. Suttman Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
900
|
900
|
—
|
—
|
|||||||||
Jennifer
Switkowski
|
100
|
100
|
—
|
—
|
|||||||||
Lisa
M. Szalek
|
100
|
100
|
—
|
—
|
|||||||||
N.
Tabrah & A. Altman TTEE Obstetrics & Gynecology Inc. Profit
Sharing Plan U/A/ DTD 10/1/1980~FBO S. Reddy (1)
|
710
|
710
|
—
|
—
|
|||||||||
Michelle
L. Tagliamonte Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
930
|
930
|
—
|
—
|
|||||||||
Dege
Taylor
|
100
|
100
|
—
|
—
|
|||||||||
Theresa
Thacker
|
100
|
100
|
—
|
—
|
|||||||||
The
Catalyst Strategic Event Master Fund Ltd (14)
|
13,895
|
13,895
|
—
|
—
|
|||||||||
Eli
Tissser
|
100
|
100
|
—
|
—
|
|||||||||
Gregory
J. Thomas TTEE Trust U/A DTD 08/22/91 (1)
|
770
|
770
|
—
|
—
|
|||||||||
Debra
Thompson
|
100
|
100
|
—
|
—
|
|||||||||
Phyllis
Thompson
|
100
|
100
|
—
|
—
|
|||||||||
William
M. Thorton & Carla D. Thornton (1)
|
2,140
|
2,140
|
—
|
—
|
|||||||||
Gregory
J. Thomas SEP IRA C/O TK Harris Commercial (1)
|
550
|
550
|
—
|
—
|
|||||||||
Tivoli
Partners LP (39)
|
71,430
|
71,430
|
—
|
—
|
|||||||||
TNM
Investments LTD (1)
|
450
|
450
|
—
|
—
|
|||||||||
Anica
Toth
|
100
|
100
|
—
|
—
|
|||||||||
Town
of Darien Employee Pension (7)
|
6,885
|
6,885
|
—
|
—
|
|||||||||
Town
of Darien Police Pension (7)
|
5,945
|
5,945
|
—
|
—
|
|||||||||
Joann
Troiano
|
100
|
100
|
—
|
—
|
|||||||||
Stephen
Ungar
|
100
|
100
|
—
|
—
|
|||||||||
United
Capital Management (40)
|
35,715
|
35,715
|
—
|
—
|
|||||||||
University
of Richmond Endowment Fund (7)
|
20,600
|
20,600
|
—
|
—
|
|||||||||
University
of Southern California Endowment Fund (7)
|
46,200
|
46,200
|
—
|
—
|
|||||||||
Upnorth
Investments, Ltd. Trust (1)
|
19,000
|
19,000
|
—
|
—
|
|||||||||
Carol
Usay
|
100
|
100
|
—
|
—
|
|||||||||
Barr
Venson
|
100
|
100
|
—
|
—
|
|||||||||
Verizon
(7)
|
248,215
|
248,215
|
—
|
—
|
|||||||||
Verizon
VEBA (7)
|
54,200
|
54,200
|
—
|
—
|
|||||||||
Philip
H. Wagner TTEE Trust U/A Philip H. Wagner Revocable Trust DTD 11/01/2000
(1)
|
23,250
|
23,250
|
—
|
—
|
|||||||||
P.
Wagner TTEE Philip H. Wagner Trust by~Eloise P. Wagner 12/06/1993
FBO P.
Wagner (1)
|
390
|
390
|
—
|
—
|
|||||||||
John
Walters
|
100
|
100
|
—
|
—
|
|||||||||
Charles
T. Walsh TTEE The Charles T. Walsh Trust U/A/ DTD 12/06/2000
(1)
|
3,590
|
3,590
|
—
|
—
|
|||||||||
John
M. Walsh, Jr. Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
1,390
|
1,390
|
—
|
—
|
|||||||||
Sheila
Watson
|
100
|
100
|
—
|
—
|
|||||||||
Maureen
D. Weaver Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
770
|
770
|
—
|
—
|
Allison
D. Weiss Irrevocable Trust DTD May 12, 1989 (41)
|
70,000
|
70,000
|
—
|
—
|
|||||||||
Michael
J. Wenzler (1)
|
460
|
460
|
—
|
—
|
|||||||||
Dianne
L. Wherry
|
100
|
100
|
—
|
—
|
|||||||||
Barbara
White
|
100
|
100
|
—
|
—
|
|||||||||
Wilbur
L. Brown & Evilina A. Brown All Cap Value (1)
|
3,820
|
3,820
|
—
|
—
|
Wildlife
Conservation Society (7)
|
11,600
|
11,600
|
—
|
—
|
|||||||||
Palmer
Williams, Jr.
|
100
|
100
|
—
|
—
|
|||||||||
Brian
Wilmovsky SEP IRA
|
1,875
|
1,875
|
—
|
—
|
|||||||||
Leo
K. Wingate & Katherine H. Wingate
|
830
|
830
|
—
|
—
|
|||||||||
Benny
Wong
|
100
|
100
|
—
|
—
|
|||||||||
Joseph
Wood & Rosemary Wood (1)
|
1,220
|
1,220
|
—
|
—
|
|||||||||
Christopher
Woodruff
|
100
|
100
|
—
|
—
|
|||||||||
Tammy
Woody
|
100
|
100
|
—
|
—
|
|||||||||
Gary
M. Youra Charles Schwab & Co Inc. Cust IRA Rollover
(1)
|
2,960
|
2,960
|
—
|
—
|
|||||||||
Karen
Zell
|
100
|
100
|
—
|
—
|
*
|
Less
than one percent
|
#
|
Broker-dealer
affiliate
|
(1)
|
We
have been advised by the selling stockholder that Eubel Brady and
Suttman
Asset Management, Inc. (“EBS”) have voting and investment power over the
shares of common stock. However, the selling stockholder is not precluded
from directly exercising voting or dispositive authority over the
shares
common stock. EBS’ Investment Policy Committee sets investment policy and
guidelines. The Research Group acts as the portfolio manager, determining
individual security selections for client accounts. The individuals
on
these committees are: Mark E. Brady (IPC, RG), Ronald L. Bubel (IPC, RG),
Robert J. Suttman II (IPC), Bernard J. Hollgreive (IPC, RG), William
E.
Hazel (IPC), Paul D. Crichioo (IPC, RG), Kenneth E. Leist (IPC, RG)
and
Aaron Hillman, Research Analyst
(RG).
|
(2)
|
We
have been advised by the selling stockholder that Ken Perry has
voting and dispositive power over the shares of common
stock.
|
(3)
|
We
have been advised by the selling stockholder that Jay Spellman has
voting
and dispositive power over the shares of common stock.
|
(4)
|
We
have been advised by the selling stockholder that Wellington Management
Company, LLP, as investment advisor to the selling stockholder, has
voting
and dispositive power over the shares of common
stock.
|
(5)
|
We
have been advised by the selling stockholder that CastleRock Asset
Management, Inc., as investment advisor to the selling stockholder,
has
voting and dispositive power over the shares of common stock.
|
(6)
|
We
have been advised by the selling stockholder that Raj Iduani, as
Manager of the selling stockholder, has voting and dispositive power
over the shares of common stock.
|
(7)
|
We
have been advised by the selling stockholder that Boston Partners
Asset
Management, LLC, acting in its capacity as investment adviser, has
voting
and dispositive power over the shares of common
stock.
|
(8)
|
We
have been advised by the selling stockholder that Bernard Darre,
Blair
Richardson and Eric Wolt have voting and dispositive power over the
shares
of common stock.
|
(9)
|
We
have been advised by the selling stockholder that Burlingame Asset
Management, LLC, as general partner and investment manager of the
selling
stockholder, has voting and dispositive power over the shares of
common
stock.
|
(10)
|
We
have been advised by the selling stockholder that Canyon Capital
Advisor
LLC is its investment advisor. The managing partners of the
investment advisor are Joshua S. Friedman, Mitchell R. Julis and
K. Robert
Turner. Joshua S. Friedman, Mitchell R. Julis and K. Robert Turner
own all
of the ordinary shares of selling stockholder and have voting and
dispositive power over the shares of common stock.
|
(11)
|
We
have been advised by the selling stockholders that Canpartners Investments
III, L.P. and Canyon Capital Advisors LLC are the controlling entities
of
the selling stockholder. The general partner of the selling stockholder
is
Canpartners Investments III, L.P. and the general partner of Canpartners
Investments III, L.P. is Canyon Capital Advisors LLC. The managing
partners of Canyon Capital Advisors LLC are Joshua S. Friedman, Mitchell
R. Julis and K. Robert Turner.
|
(12)
|
We
have been advised by the selling stockholder that CastleRock Management
LLC, as general partner and investment advisor to the selling stockholder,
has voting and dispositive power over the shares of common
stock.
|
(13)
|
We
have been advised by the selling stockholder that Frank Gallagher
and
Peter Drippe have voting and dispositive power over the shares of
common
stock. Frank Gallagher and Peter Drippe disclaim beneficial ownership
over
the shares of common stock.
|
(14)
|
We
have been advised by the selling stockholder that George Karfunkel
has
voting and dispositive power over the shares of common
stock.
|
(15)
|
We
have been advised by the selling stockholder that Ron Coleman and
Michelle
Coleman, as the trustees of the selling stockholder, have voting
and
dispositive power over the shares of common stock.
|
(16)
|
We
have been advised by the selling stockholder that Jay Petscheck and
Steven
Major have voting and dispositive power over the shares of common
stock.
|
(17)
|
We
have been advised by the selling stockholder that Cumberland Associates
acts as its investment manager. The investment manager has voting
and
dispositive control over the shares of common stock. The principals
of the
investment manager are Bruce Wilcox, Andrew Wallach and Brad Gendell.
The
investment manager, Bruce Wilcox, Andrew Wallach and Brad Gendell
disclaim
beneficial ownership of the shares of common
stock.
|
(18)
|
We
have been advised by the selling stockholder that David Baker has
voting
and dispositive power over the shares of common stock. The selling
stockholder is an affiliate of Deutsche Bank AG London, which has
a
subsidiary Deutsche Bank Securities, Inc. which is an NASD member.
|
(19)
|
We
have been advised by the selling stockholder that Deephaven Capital
Management LLC (“Deephaven”) is registered with the SEC as an investment
advisor under the provisions of the Investment Advisors Act of 1940.
Deephaven is the investment advisor to the selling stockholder. As
investment advisor to the selling stockholder, Deephaven has indirect
ownership of the shares of common stock with full voting and dispositive
power with respect to the shares of common stock. Deephaven disclaims
beneficial ownership of the shares of common stock.
|
(20)
|
We
have been advised by the selling stockholder that Alexander Rutherford
has
voting and dispositive power over the shares of common stock.
|
(21)
|
We
have been advised by the selling stockholder that Emanuel J.
Friedman has voting and dispositive power over the shares of common
stock.
|
(22)
|
We
have been advised by the selling stockholder that Robert G. Schiro
has
voting and dispositive power over the shares of common
stock.
|
(23)
|
We
have been advised by the selling stockholder that Fort Mason Capital,
LLC,
as general partner of the selling stockholder, exercises sole voting
and
investment authority over the shares of common stock. Mr. Daniel
German
serves as the sole managing member of Fort Mason Capital, LLC. Fort
Mason
Capital, LLC and Mr. German each disclaim beneficial ownership of
the
shares of common stock, except to the extent of its or his pecuniary
interest therein, if any.
|
(24)
|
We
have been advised by the selling stockholder that Eric F. Billings,
Chairman and CEO, FBR Group, and Richard J. Hendri,x President and
COO,
FBR Group, have voting and dispositive power over the shares of common
stock. Eric F. Billings and Richard J. Hendrix each disclaim beneficial
ownership of the shares of common stock. The selling stockholder
owns FBR
Investment Services, Inc. and owns 70% of FBR & Co., Inc., each of
whom are broker-dealers.
|
(25)
|
We
have been advised by the selling stockholder that George A. Weiss,
as
trustee of the selling stockholder, has voting and dispositive power
over
the shares of common stock.
|
(26)
|
We
have been advised by the selling stockholder that Highbridge Capital
Management has voting and dispositive power over the shares of common
stock.
|
(27)
|
We
have been advised by the selling stockholder that Michael Karfunkel
has
voting and dispositive power over the shares of common
stock.
|
(28)
|
We
have been advised by the selling stockholder that George A. Weiss,
as
general partner of the selling stockholder, has voting and dispositive
power over the shares of common stock.
|
(29)
|
We
have been advised by the selling stockholder that Richard J. Johnson
and
Clasiria M. Johnson, as trustees of the selling stockholder, have
voting
and dispositive power over the shares of common
stock.
|
(30)
|
We
have been advised by the selling stockholder that it is a wholly-owned
subsidiary of Polygon Global Opportunities Master Fund (“Master Fund”).
Polygon Investment Partners Ltd. and Polygon Investment Partners
LP (the
“Investment Managers”), Polygon Investments Ltd. (the “Manager”), the
Master Fund, Alexander Jackson, Reade Griffin and Paddy Dear share
voting
and dispositive powers of the common stock held by the selling
stockholder. The Investment Managers, the Manager, Alexander Jackson,
Reade Griffin and Paddy Dear disclaim beneficial ownership of the
shares
of common stock held by the selling stockholder.
|
(31)
|
We
have been advised by the selling stockholder that Gregory L. Melchor
has
voting and dispositive power over the shares of common
stock.
|
(32)
|
We
have been advised by the selling stockholder that Jonathan L. Billings
and
Elizabeth G. Billings have voting and dispositive power over the
shares of
common stock.
|
(33)
|
We
have been advised by the selling stockholder the Franklin Mutual
Advisers,
LLC (“FMA”), an investment advisor registered with the SEC under the
Investment Advisers Act of 1940, is the investment advisor to the
selling
stockholder. Pursuant to an investment advisory agreement with the
selling
stockholder the Fund has sole voting and investment power over the
shares
of common stock. Certain of FMA’s executive officers have the power to (i)
vote or direct the vote and (ii) dispose or direct the disposition
of the
shares of common stock. Nome of FMA’s executive officers, nor FMA itself,
has any interest in dividends or proceeds from the sale of the shares
of
common stock and each disclaims beneficial ownership of any of the
shares
of common stock.
|
(34)
|
We
have been advised by the selling stockholder that James C.
Newhauser, as managing member of the selling stockholder, has
voting and dispositive power over the shares of common
stock.
|
(35)
|
We
have been advised by the selling stockholder that Peter A. Park has
voting
and dispositive power over the shares of common
stock.
|
(36)
|
We
have been advised by the selling stockholder that Peninsula Capital
Management, Inc. has voting and dispositive power over the shares
of
common stock.
|
(37)
|
We
have been advised by the selling stockholder that Ramius Capital
Group,
L.L.C. (‘Ramius Capital”) is the investment adviser to the selling
stockholder and consequently has voting control and investment discretion
over the common stock. Ramius Capital disclaims beneficial ownership
of
the shares held by the selling stockholder. Peter A. Cohen, Morgan
B.
Stark, Thomas W. Strauss and Jeffery M. Solomon are the sole managing
members of C4S & Co., L.L.C., the sole managing member of Ramius
Capital. As a result Messrs. Cohen, Stark, Strauss and Solomon may
be
considered beneficial owners of any common stock to be beneficially
owned
by Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim
beneficial ownership of these
shares.
|
(38)
|
We
have been advised by the selling stockholder
that Chad Comiteau has voting and dispositive power
over the shares of common stock.
|
(39)
|
We
have been advised by the selling stockholder that Peter
Kenner has voting and dispositive power over the shares of common
stock.
|
(40)
|
We
have been advised by the selling stockholder that James A. Lustig
has
voting and dispositive power over the shares of common
stock.
|
(41)
|
We
have been advised by the selling stockholder the Steven C. Kleinman
and David M. Call, as trustees of the selling stockholder,
have has voting and dispositive power over the shares of common
stock.
|
|
·
|
prior
to that date, the board approved either the business combination or the
transaction that resulted in the stockholder becoming an interested
stockholder;
|
|
·
|
upon
consummation of the transaction that resulted in the stockholder
becoming
an interested stockholder, the interested stockholder owned at least
85%
of the voting stock of the corporation outstanding at the time the
transaction commenced; or
|
|
·
|
on
or after the date the business combination is approved by the board
and
authorized at a meeting of stockholders by at least two-thirds of
the
outstanding voting stock that is not owned by the interested
stockholder.
|
|
·
|
any
merger or consolidation involving the corporation and the interested
stockholder;
|
|
·
|
any
sale, transfer, pledge or other disposition of 10% or more of the
assets
of the corporation involving the interested
stockholder;
|
|
·
|
subject
to certain exceptions, any transaction that results in the issuance
or
transfer by the corporation of any stock of the corporation to the
interested stockholder;
|
|
·
|
any
transaction involving the corporation that has the effect of increasing
the proportionate share of the stock of any class or series of the
corporation beneficially owned by the interested stockholder;
or
|
|
·
|
the
receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided
by or
through the corporation.
|
|
·
|
any
breach of the director’s duty of loyalty to us or our
stockholders;
|
|
·
|
any
act or omission not in good faith or that involves intentional misconduct
or a knowing violation of law;
|
|
·
|
any
act related to unlawful stock repurchases, redemptions or other
distributions or payment of dividends;
or
|
|
·
|
any
transaction from which the director derived an improper personal
benefit.
|
|
·
|
we
shall indemnify our directors and officers to the fullest extent
permitted
by the Delaware General Corporation Law, subject to limited exceptions;
and
|
|
·
|
we
may purchase and maintain insurance on behalf of our current or former
directors, officers, employees or agents against any liability asserted
against them and incurred by them in any such capacity, or arising
out of
their status as such.
|
|
·
|
1%
of the total number of shares of our common stock then outstanding;
or
|
|
·
|
the
average weekly trading volume of our common stock during the four
calendar
weeks preceding the date on which notice of the sale is filed with
the
SEC.
|
|
·
|
file
with the SEC (which occurred pursuant to the filing of the registration
statement of which this prospectus is a part) no later than 150 days
following the closing date of the private placement a registration
statement registering for resale the shares of our common stock covered
by
this prospectus, and any additional shares of common stock issued
in
respect thereof whether by stock dividend, stock split or otherwise;
|
|
·
|
use
all commercially reasonable efforts to cause the registration statement
to
become effective under the Securities Act as soon as practicable
after the
filing; and
|
|
·
|
continuously
maintain the effectiveness of the registration statement under the
Securities Act until the first to occur
of:
|
|
·
|
the
sale, transfer or other disposition of all of the shares of common
stock
covered by the registration statement or pursuant to Rule 144 under
the
Securities Act;
|
|
·
|
the
shares covered by the registration statement are no longer outstanding;
or
|
|
·
|
the
second anniversary of the initial effective date of the registration
statement.
|
|
·
|
the
representative of the underwriters of an underwritten offering of
primary
shares by us has advised us that the sale of our common stock under
the
shelf registration statement would have a material adverse effect
on such
primary offering;
|
|
·
|
a
majority of the independent members of our board of directors, in
good
faith, determines that (i) the offer or sale of any shares of our
common
stock would materially impede, delay or interfere with any proposed
financing, offer or sale of securities, acquisition, merger, tender
offer,
business combination, corporate reorganization or other significant
transaction involving us; or (ii) after the advice of counsel, the
sale of
the shares covered by the shelf registration statement would require
disclosure of non-public material information not otherwise required
to be
disclosed under applicable law and (a) we have a bona fide business
purpose for preserving the confidentiality of the proposed transaction,
(b) disclosure would have a material adverse effect on us or our
ability
to consummate the proposed transaction or (c) the proposed transaction
renders us unable to comply with SEC requirements;
or
|
|
·
|
a
majority of the independent members of our board of directors, in
good
faith, after advice of counsel, determines that we are required by
law,
rule or regulation to supplement the shelf registration statement
or file
a post-effective amendment to the shelf registration statement in
order to
incorporate information into the shelf registration statement for
the
purpose of (i) including in the shelf registration statement any
prospectus required under Section 10(a)(3) of the Securities Act;
(ii)
reflecting in the prospectus included in the shelf registration statement
any facts or events arising after the effective date of the shelf
registration statement (or of the most recent post-effective amendment)
that, individually or in the aggregate, represents a fundamental
change in
the information set forth therein or the change in the information
set
forth in the prospectus or (iii) including in the prospectus included
in
the shelf registration statement any material information with respect
to
the plan of distribution not disclosed in the shelf registration
statement
or any material change to such
information.
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares
as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
settlement
of short sales entered into after the effective date of the registration
statement of which this prospectus is a part;
|
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
|
·
|
a
combination of any such methods of sale;
|
|
·
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
|
|
·
|
any
other method permitted pursuant to applicable law; or
|
|
·
|
under
Rule 144 under the Securities Act, if available, rather than under
this
prospectus.
|
·
|
|
our
annual report on Form 10-K for the year ended December 31, 2006,
filed with the SEC on March 16, 2007;
|
|
·
|
our
quarterly report on Form 10-Q for the quarter ended March 31, 2007,
filed
with the SEC on May 15, 2007;
|
||
·
|
our
Definitive Proxy Statement for our 2007 annual meeting of stockholders,
which was filed with the SEC
on
Schedule 14A on April 25, 2007; and
|
||
·
|
our
current reports on Form 8-K, filed with the SEC on March 23, 2007,
2007, June 11, 2007, June 27, 2007 and
July
5, 2007.
|
Acquisition
expense:
|
The
aggregate of policy acquisition costs attributable to underwriting
operations, including commissions as well as premium taxes and
assessments.
|
|
|
|
|
Broker:
|
One
who negotiates contracts of insurance or reinsurance, receiving a
commission for placement and other service rendered, between (1)
a
policyholder and a primary insurer, on behalf of the insured party,
(2) a
primary insurer and reinsurer, on behalf of the primary insurer,
or (3) a
reinsurer and a retrocessionaire, on behalf of the
reinsurer.
|
|
|
|
|
Casualty
insurance:
|
Insurance
that is primarily concerned with the losses caused by injuries to
third
persons (in other words, persons other than the policyholder) and
the
resulting legal liability imposed on the underlying insured resulting
therefrom.
|
|
|
|
|
Catastrophe;
Catastrophic:
|
A
severe loss or disaster, typically involving multiple claimants.
Common
perils include earthquakes, hurricanes, hailstorms, severe winter
weather,
floods, fires, tornadoes, explosions and other natural or man-made
disasters. Catastrophe losses may also arise from acts of war, acts
of
terrorism and political instability.
|
|
|
|
|
Catastrophe
loss:
|
Loss
and directly identified loss adjustment expense from
catastrophes.
|
|
|
|
|
Cede;
Cedent; Ceding company:
|
When
a party reinsures its liability with another, it transfers or “cedes”
business (premiums or losses) and is referred to as the “cedent” or
“ceding company.”
|
|
|
|
|
Ceding
commission:
|
A
fee based upon the ceding company’s cost of acquiring the business being
reinsured (including commissions, premium taxes, assessments and
miscellaneous administrative expense), which also may include a profit
factor.
|
|
|
|
|
Claim:
|
Request
by an insured or reinsured for indemnification by an insurance company
or
a reinsurance company for loss incurred from an insured peril or
event.
|
|
|
|
Commutation
|
The
settlement by a reinsurer and ceding company of all obligations under
a
reinsurance contract through the estimation, payment and complete
discharge of all future obligations for reinsurance losses incurred
regardless of the continuing nature of certain losses.
|
|
|
|
|
Deductible:
|
With
respect to an insurance policy, the amount of loss that an insured
retains, although the insurer is legally responsible for losses within
the
deductible and looks to the insured for reimbursement for such losses.
Contrast this with a self-insured retention (SIR), where the insurer
is
only responsible for claims in excess of the SIR, regardless of the
financial status of the insured. With respect to a reinsurance agreement,
an amount of loss that a ceding company retains within a layer of
reinsurance and does not cede to the reinsurer.
|
|
|
|
|
Excess
of loss:
|
A
generic term describing insurance or reinsurance that indemnifies
the
insured or the reinsured against all or a specified portion of losses
on
underlying insurance policies in excess of a specified amount, which
is
called a “retention.” Also known as non-proportional insurance or
reinsurance. Excess of loss insurance or reinsurance is written in
layers.
An insurer or reinsurer or group of insurers or reinsurers accepts
a band
of coverage up to a specified amount. The total coverage purchased
by the
cedent is referred to as a “program” and will typically be placed with
predetermined insurers or reinsurers in pre-negotiated layers. Any
liability exceeding the outer limit of the program reverts to the
ceding
company, which also bears the credit risk of an insurer’s or reinsurer’s
insolvency.
|
Exclusions:
|
Provisions
in an insurance or reinsurance policy excluding certain risks or
otherwise
limiting the scope of coverage.
|
|
|
|
|
Exposure:
|
The
possibility of loss. A unit of measure of the amount of risk a company
assumes.
|
|
|
|
|
Frequency:
|
The
number of claims occurring during a given coverage period. This is
sometimes quoted as number of claims per unit of
exposure.
|
|
|
|
|
Generally
accepted accounting principles (“GAAP”):
|
Generally
accepted accounting principles as defined by the American Institute
of
Certified Public Accountants or statements of the Financial Accounting
Standards Board. GAAP is the method of accounting to be used by AmTrust
for reporting to stockholders.
|
|
|
|
|
Gross
premiums written:
|
Total
premiums for insurance written during a given period.
|
|
|
|
|
Incurred
but not reported (“IBNR”):
|
Reserves
for estimated losses that have been incurred by insureds and reinsureds
but not yet reported to the insurer or reinsurer, including unknown
future
developments on losses which are known to the insurer or
reinsurer.
|
|
|
|
|
Layer:
|
The
interval between the retention or attachment point and the maximum
limit
of indemnity for which an insurer or reinsurer is
responsible.
|
Loss
reserves:
|
Liabilities
established by insurers and reinsurers to reflect the estimated cost
of
claims payments and the related expenses that the insurer or reinsurer
will ultimately be required to pay with respect to insurance or
reinsurance it has written. Reserves are established for losses and
for
loss expenses.
|
|
|
|
|
Losses
and loss adjustment expense:
|
The
expense of settling claims, including legal and other fees and the
portion
of general expenses allocated to claim settlement costs (also known
as
claim adjustment expenses) plus losses incurred with respect to
claims.
|
|
|
|
|
Losses
incurred:
|
The
total losses sustained by an insurer or reinsurer under a policy
or
policies, whether paid or unpaid. Incurred losses include a provision
for
IBNR.
|
|
|
|
|
Loss
portfolio transfer
|
The
transfer of incurred losses from one insurer to another. The transferor
may enter into a loss portfolio transfer to exit from a line or class
of
insurance, among other reasons. The transferee may enter into a loss
portfolio transfer to acquire a line of business, among other reasons,
and
further seeks to profit from the assumed business by investing the
sale
price it has received over the length of time it requires to settle
the
claims it has assumed.
|
|
|
|
|
Net
combined ratio:
|
The
net combined ratio is the sum of the net loss ratio and the net expense
ratio, determined in accordance with either SAP or GAAP. A net combined
ratio below 100% generally indicates profitable underwriting prior
to the
consideration of investment income. A net combined ratio over 100%
generally indicates unprofitable underwriting prior to the consideration
of investment income.
|
|
|
|
|
Net
expense ratio:
|
The
ratio of acquisition expenses, salaries and benefits and other insurance
general and administrative expenses to net premiums earned, determined
in
accordance with either SAP or GAAP.
|
|
|
|
|
Net
loss ratio:
|
The
ratio of losses and loss adjustment expense to net premiums earned,
determined in accordance with either SAP or GAAP.
|
|
|
|
|
Net
premiums earned:
|
The
portion of net premiums written during or prior to a given period
that was
actually recognized as income during such
period.
|
Net
premiums written:
|
Gross
premiums written for a given period less premiums ceded to reinsurers
during such period.
|
|
|
|
|
Premiums:
|
The
amount charged during the term on policies and contracts issued,
renewed
or reinsured by an insurance company or reinsurance
company.
|
|
|
|
|
Property
insurance:
|
Insurance
that provides coverage to a person with an insurable interest in
tangible
property for that person’s property loss, damage or loss of
use.
|
|
|
|
|
Quota
share reinsurance:
|
Reinsurance
under which the insurer cedes a fixed or variable percentage of
liabilities, premiums and losses for each policy covered on a pro
rata
basis.
|
Rates:
|
Amounts
charged per unit of insurance and reinsurance (also sometimes shown
per
unit of exposure).
|
|
|
|
|
Reinsurance:
|
An
arrangement in which an insurance company, the reinsurer, agrees
to
indemnify another insurance or reinsurance company, the ceding company,
against all or a portion of the insurance or reinsurance risks
underwritten by the ceding company under one or more policies. Reinsurance
can provide a ceding company with several benefits, including a reduction
in net liability on individual risks and catastrophe protection from
large
or multiple losses. Reinsurance also provides a ceding company with
additional underwriting capacity by permitting it to accept larger
risks
and write more business than would be possible without a concomitant
increase in capital and surplus, and facilitates the maintenance
of
acceptable financial ratios by the ceding company. Reinsurance does
not
legally discharge the primary insurer from its liability with respect
to
its obligations to the insured.
|
|
|
|
|
Reinsurance
agreement:
|
A
contract specifying the terms of a reinsurance transaction (also
known as
a reinsurance certificate).
|
|
|
|
|
Reserves:
|
Liabilities
established by insurers and reinsurers to reflect the estimated costs
of
claim payments and the related expenses that the insurer or reinsurer
will
ultimately be required to pay with respect to insurance or reinsurance
it
has written. Reserves are established for losses, for loss expenses
and
for unearned premiums. Loss reserves consist of “case reserves,” or
reserves established with respect to individual reported claims,
and “IBNR
reserves.” For reinsurers, loss expense reserves are generally not
significant because substantially all of the loss expenses associated
with
particular claims are incurred by the primary insurer and reported
to
reinsurers as losses. Unearned premium reserves constitute the portion
of
premium paid in advance for insurance or reinsurance that has not
yet been
provided. See also “Loss Reserves.”
|
|
|
|
|
Retention:
|
The
amount or portion of risk that an insurer retains for its own account.
Losses in excess of the retention level up to the outer limit of
the
policy or program, if any, that do not fall within any applicable
deductible are paid by the reinsurer. In proportional agreements,
the
retention may be a percentage of the original policy’s limit. In excess of
loss business, the retention is a dollar amount of loss, a loss ratio
or a
percentage.
|
|
|
|
|
|
Retention
may also mean that portion of the loss retained by the insured or
policyholder. Most insureds do not purchase insurance to cover their
entire exposure. Rather, they elect to take a deductible or self-insured
retention, a portion of the risk that they will cover
themselves.
|
|
|
|
|
Risk-based
capital (“RBC”):
|
A
measure adopted by the NAIC and enacted by states for determining
the
minimum statutory capital and surplus requirements of insurers with
required regulatory and company actions that apply when an insurer’s
capital and surplus is below these minimums.
|
|
|
|
|
Specialty
lines:
|
Lines
of insurance that provide coverage for risks that are often unusual
or
difficult to place and do not fit the underwriting criteria of standard
commercial products carriers.
|
Statutory
accounting principles (“SAP”):
|
Recording
transactions and preparing financial statements in accordance with
the
rules and procedures prescribed or permitted by United States state
insurance regulatory authorities including the NAIC, which in general
reflect a liquidating, rather than going concern, concept of
accounting.
|
|
|
|
|
Surplus:
|
As
determined under SAP, the amount remaining after all liabilities,
including loss reserves, is subtracted from all admitted assets.
Admitted
assets are assets of an insurer prescribed or permitted by a state
to be
recognized on the statutory balance sheet. Surplus is often referred
to as
“surplus as regards policyholders” for statutory accounting
purposes.
|
|
|
|
|
Treaty
reinsurance; Reinsurance treaties:
|
The
reinsurance of a specified type or category of risks defined in a
reinsurance agreement between a primary insurer or other reinsured
and a
reinsurer. Typically, in treaty reinsurance, the primary insurer
or
reinsured is obligated to offer, and the reinsurer is obligated to
accept,
a specified portion of all of that type or category of risks originally
written by the primary insurer or reinsured.
|
|
|
|
|
Underwriter:
|
An
employee of an insurance or reinsurance company who examines, accepts
or
rejects risks and classifies accepted risks in order to charge an
appropriate premium for each accepted risk. The underwriter is expected
to
select business that will produce an average risk of loss no greater
than
that anticipated for the class of business.
|
|
|
|
|
Underwriting:
|
The
insurer’s or reinsurer’s process of reviewing applications for coverage,
and the decision whether to accept all or part of the exposure and
determination of the applicable premiums; also refers to the acceptance
of
that coverage.
|
|
|
|
|
Workers’
compensation:
|
A
system (established under state and federal laws) under which employers
provide insurance for benefit payments to their employees for work-related
injuries, deaths and diseases, regardless of
fault.
|
Item 13.
|
Other
Expenses of Issuance and
Distribution
|
SEC
Registration Fee
|
|
$
|
20,532
|
*
|
NASD
Filing Fee
|
|
|
19,676
|
|
Printing
Costs
|
|
|
5,000
|
|
Legal
Fees and Expenses
|
|
|
200,000
|
|
Accounting
Fees and Expenses
|
|
|
140,000
|
|
Miscellaneous
|
|
15,000
|
|
|
Total
|
|
$
|
400,208
|
|
*
|
Paid
with original filing
|
Item 14.
|
Indemnification
of Directors and Officers
|
Item 15.
|
Recent
Sales of Unregistered
Securities
|
Item 16.
|
Exhibits
and Financial Statement
Schedules
|
(a)
|
Exhibits.
|
|
Description
|
|
3.1*
|
|
Amended
and Restated Certificate of Incorporation of the Company
|
3.2*
|
|
Amended
and Restated By-Laws of the Company
|
4.1*
|
|
Form
of Common Stock Certificate
|
4.2*
|
|
Indenture,
dated as of March 17, 2005, between the Company and Wilmington Trust
Company
|
4.3*
|
|
Indenture,
dated as of June 15, 2005, between the Company and Wilmington Trust
Company
|
4.4*
|
|
Registration
Rights Agreement, dated as of February 9, 2006, by and between the
Company
and Friedman, Billings, Ramsey & Co., Inc.
|
4.5
|
|
Indenture,
dated as of July 25, 2006, between Company and Wilmington Trust Company
(incorporated by reference to Exhibit 4.5 to the Company’s Annual Report
on Form 10-K (No. 001-33143) filed on March 16, 2007)
|
5.1*
|
Opinion
of Troutman
Sanders LLP
|
|
10.1*
|
|
2005
Equity Incentive Plan
|
10.2*
|
|
Intercompany
Management Agreement, dated as of June 1, 2006, by and among the
Company,
Technology Insurance Company, Inc., Rochdale Insurance Company, Inc.
and
Wesco Insurance Company
|
10.3*
|
|
Tax
Allocation Agreement, dated as of June 1, 2006, between the Company
and
Wesco Insurance Company
|
10.4*
|
|
Tax
Allocation Agreement for 1998 and for future calendar years, between
the
Company and Technology Insurance Company
|
10.5*
|
|
Tax
Allocation Agreement, dated July 1, 2002, is made for 2002 and future
calendar years, between the Company and Rochdale Insurance Company,
Inc.
|
10.6*
|
|
Intercompany
Reinsurance Agreement, dated June 1, 2006, among the Company, Technology
Insurance Company, Rochdale Insurance Company, AmTrust International
Insurance Limited and Wesco Insurance Company
|
10.7*
|
|
Employment
Agreement, dated as of January 1, 2005, by and between the Company
and
Barry D. Zyskind (incorporated by reference to Exhibit 10.7 to the
Company’s Registration Statement on Form S-1
|
10.8*
|
|
Employment
Agreement, dated as of January 1, 2005, by and between the Company
and Max
G. Caviet (incorporated by reference to Exhibit 10.8 to the Company’s
Registration Statement on Form S-1
|
10.9*
|
|
Employment
Agreement, dated as of January 1, 2005, by and between the Company
and
Christopher M. Longo (incorporated by reference to Exhibit 10.9 to
the
Company’s Registration Statement on Form S-1
|
10.10*
|
|
Employment
Agreement, dated as of January 1, 2005, by and between the Company
and
Ronald E. Pipoly, Jr. (incorporated by reference to Exhibit 10.10
to the
Company’s Registration Statement on Form S-1
|
10.11*
|
|
Employment
Agreement, dated as of January 1, 2005, by and between the Company
and
Michael J. Saxon (incorporated by reference to Exhibit 10.11 to the
Company’s Registration Statement on Form S-1
|
10.12*
|
|
Form
of Indemnification Agreement between the Company and its officers
and
directors
|
10.13*
|
Purchase/Placement
Agreement, dated as of February 2, 2006, by and between the Company
and
Friedman, Billings, Ramsey & Co., Inc.
|
|
10.14*
|
|
Assurance
from the Bermuda Minister of Finance, under the Exempted Undertakings
Tax
Protection Act 1966, as amended, of Bermuda, to AmTrust International
Insurance Ltd.
|
10.15*
|
|
General
Agency Agreement, dated as of July 1, 2002, among Technology Insurance
Company, Inc. and Rochdale Insurance Company and AmTrust North America,
Inc.
|
10.16*
|
|
Stock
Purchase Agreement, dated March 9, 2006, between Household Insurance
Group
Holding Company and the Company
|
10.17#
|
|
Renewal
Rights and Asset purchase Agreement, dated as of November 21, 2005,
by and
among the Company and Alea North America Company and Alea North America
Insurance Company
|
10.18#
|
|
Renewal
Rights and Asset Purchase Agreement, dated as of May 9, 2006, between
Muirfield Underwriters, Ltd. and AmTrust North America, Inc.
|
10.19*
|
|
Lease
dated Jun 28, 2002, between 59 Maiden Lane Associates, LLC and the
Company
|
10.20*
|
|
First
Lease Modification Agreement, dated as of February 1, 2005, by and
between
59 Maiden Lane Associates, LLC and the Company
|
10.21*
|
|
Form
of Letter Agreement between the Company and Diversified Construction
Management, LLC
|
10.22*
|
|
Transfer
Agency and Registrar Services Agreement dated as of February 3, 2006
by
and between the Company and American Stock Transfer & Trust Company
|
16.1*
|
Letter
from Berenson LLP
|
|
21.1*
|
|
List
of subsidiaries of the Company
|
23.1
|
|
Consent
of BDO Seidman, LLP, Independent Registered Public Accounting Firm
relating to the Financial Statements of the Company
|
23.2
|
|
Consent
of J. H. Cohn LLP (Successor to Berenson LLP), Independent Registered
Public Accounting Firm relating to the Financial Statements of the
Company
|
23.3
|
Consent
of SG Risk LLC
|
|
23.4*
|
Consent
of Troutman
Sanders LLP
(included in Exhibit 5.1)
|
|
24.1*
|
Power
of Attorney (set forth on the signature page to this registration
statement)
|
*
|
Previously
filed.
|
#
|
Confidential
Treatment has been requested with respect to certain portions of
this
exhibit. Omitted portions have been filed separately with the
SEC.
|
(b)
|
Financial
Statement Schedules
|
Item 17.
|
Undertakings
|
AMTRUST
FINANCIAL SERVICES, INC.
|
||
|
|
|
By: | /s/ Barry D. Zyskind | |
Barry
D. Zyskind
President
and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/
Barry D. Zyskind
|
|
Chief
Executive Officer, President and Director
|
|
August
2, 2007
|
Barry
D. Zyskind
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
Ronald E. Pipoly, Jr.
|
|
Chief
Financial Officer
|
|
August
2, 2007
|
Ronald
E. Pipoly, Jr.
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
Chairman
of the Board
|
|
August
2, 2007
|
Michael
Karfunkel
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
2, 2007
|
George
Karfunkel
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
2, 2007
|
Donald
T. DeCarlo
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
2, 2007
|
Abraham
Gulkowitz
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
2, 2007
|
Isaac
M. Neuberger
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
August
2, 2007
|
Jay
J. Miller
|
|
|
|
|
|
|
|
|
|
/s/
Ronald E. Pipoly, Jr.
|
|
|
|
August
2, 2007
|
*
Signed by Ronald E. Pipoly, Jr. as attorney-in-fact
|
|
|
|
|