Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
November 3, 2016
Date of Report (Date of earliest event reported)
Arch Capital Group Ltd.
(Exact name of registrant as specified in its charter)
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| | |
Bermuda | 0-26456 | N/A |
(State or other
jurisdiction of
incorporation or
organization) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08, 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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note: This Form 8-K/A is being filed solely to correct an administrative error with respect to the Dividend Period and the Rate Per Share for the Series E Preferred Share Dividends; the Dividend Period is from 9/29/16 to 1/2/17 and the Rate Per Share was corrected from $0.33906 to $0.34271.
ITEM 8.01 Other Events.
Preferred Share Dividends. On November 3, 2016, the Arch Capital Group Ltd. board of directors (“Board”) declared dividends with respect to the outstanding 13,000,000 shares of its 6.75% Non-Cumulative Preferred Shares, Series C, $0.01 per share (the “Series C 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 December 31, 2016 to holders of record of the Series C Shares, as of December 15, 2016, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the applicable effective date.
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Series | Effective Date for Declaration | Dividend Period | Dividend Amount |
| Rate Per Share |
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Series C | 12/31/16 | 9/30/16-12/30/16 |
| $5,484,375 |
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| $0.421875 |
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In addition, on November 3, 2016, the Board declared dividends with respect to the outstanding 18,000,000 depositary shares, each representing a 1/1000th interest in a share of 5.25% Non-Cumulative Preferred Shares, Series E, $0.01 per share (“Series E Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on January 3, 2017 to holders of record of the Series E Shares, as of December 15, 2016, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the applicable effective date.
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Series | Effective Date for Declaration | Dividend Period | Dividend Amount |
| Rate Per Share |
|
Series E | 12/31/16 | 9/29/16-1/2/17 |
| $6,168,750 |
|
| $0.34271 |
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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.
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| ARCH CAPITAL GROUP LTD. |
Date: November 4, 2016 | By: /s/ Preston Hutchings____________________ Name: Preston Hutchings
Title: Senior Vice President and Chief Investment Officer |
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