Filed Pursuant to Rule 433
Registration No. 333-135464
The issuer has filed a Market-Making Prospectus with the U.S. Securities and
Exchange Commission (SEC) for the public offering of the issuer’s 7.50% senior
notes due 2016, which closed on July 26, 2006. Goldman, Sachs & Co. is
continuing to make a market in the senior notes pursuant to the Market-Making
Prospectus. Before you invest in the issuer’s senior notes, you should read the
Market-Making Prospectus and other documents the issuer has filed with the SEC
for more complete information about the issuer and an investment in its senior
notes. You may get these documents for free by visiting EDGAR on the SEC Web
site at www.sec.gov. Alternatively, you may obtain a copy of the Market-Making
Prospectus if you so request by calling Goldman, Sachs & Co. toll-free at
1-866-471-2526.
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): January 8, 2008
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
(Exact Name of Registrant as Specified in Charter)
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001-32938
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98-0481737 |
(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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 240.13e-4(c))
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Item 8.01. Other Events.
On January 8, 2008, Allied World Assurance Company Holdings, Ltd (“Allied World”) issued a
press release announcing that, effective as of January 1, 2008, Mr. Scott Carmilani, Allied World’s
Chief Executive Officer, President and a member of its Board of Directors (the “Board”), was
appointed as Chairman of the Board, and that Mr. Bart Friedman, Deputy Chairman of the Board, was
appointed as its Lead Independent Director. Mr. Michael Morrison, Allied World’s former Chairman
of the Board, will continue to serve as a member of the Board.
A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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Press release, dated January 8, 2008. |
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FOR IMMEDIATE RELEASE
CARMILANI APPOINTED CHAIRMAN OF ALLIED WORLD
PEMBROKE, BERMUDA — January 8, 2008 — Allied World Assurance Company Holdings, Ltd (NYSE: AWH)
today announced that Scott Carmilani, Allied World President and Chief Executive Officer, has been
appointed Chairman of the Board effective January 1, 2008. Former Chairman, Michael Morrison, will
continue to serve as a director. Mr. Carmilani will remain in his current position of President and
CEO.
“I am both honored and excited to have the opportunity to further serve Allied World as Chairman of
the Board. I look forward to continuing the company’s endeavor to create value for our
shareholders, clients and employees within this capacity,” said Mr. Carmilani.
Mr. Carmilani became a director in September 2003 after joining Allied World as Executive Vice
President in February 2002. He was elected President and Chief Executive Officer in January 2004.
In addition to Mr. Carmilani’s appointment, Bart Friedman was appointed Allied World’s lead
independent director effective January 1, 2008.
“I am confident the company will continue to prosper and build shareholder value under Scott’s
leadership,” said Mr. Morrison. “And I look forward to working with both Bart and Scott in their
new roles.”
About Allied World Assurance Company
Allied World Assurance Company Holdings, Ltd, through its insurance subsidiaries, is a global
provider of insurance and reinsurance solutions, offering superior client service through offices
in Bermuda, the United States and Europe. Our insurance subsidiaries are rated A (Excellent) by
A.M. Best Company and A- (Strong) by Standard & Poor’s. Our Bermuda and U.S. insurance subsidiaries
are rated A2 (Good) by Moody’s Investors Service. For further information on Allied World Assurance
Company, please visit our website at www.awac.com.
Cautionary Statement Regarding Forward-Looking Statements
Any forward-looking statements made in this press release reflect our current views with respect to
future events and financial performance and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties,
which may cause actual results to differ materially from those set forth in these statements. For
example, our forward-looking statements could
be affected by pricing and policy term trends; increased competition; the impact of acts of
terrorism and acts of war; greater frequency or severity of unpredictable catastrophic events;
investigations of market practices and related settlement terms; negative rating agency actions;
the adequacy of our loss reserves; the company or its subsidiaries becoming subject to significant
income taxes in the United States or elsewhere; changes in regulations or tax laws; changes in the
availability, cost or quality of reinsurance or retrocessional coverage; adverse general economic
conditions; and judicial, legislative, political and other governmental developments, as well as
management’s response to these factors, and other factors identified in our filings with the U.S.
Securities and Exchange Commission. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are made. We are under no
obligation (and expressly disclaim any such obligation) to update or revise any forward-looking
statement that may be made from time to time, whether as a result of new information, future
developments or otherwise.
For more information, please contact:
Allied World Assurance Company
Media:
Faye Cook
AVP, Marketing & Communications
+1-441-278-5406
faye.cook@awac.com
Investors:
Keith J. Lennox
Investor Relations Officer
+1-212-635-5319
keith.lennox@awac.com
Website: http://www.awac.com