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
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Date
of Report (Date of Earliest Event Reported)
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June
11, 2008
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Maiden
Holdings, Ltd.
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(Exact
name of registrant as specified in its
charter)
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Bermuda
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001-34042
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N/A
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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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48
Par-la-Ville Road, Suite 1141
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HM11
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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
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(441)
292-7090
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(Former
name or former address, if changed since last
report.)
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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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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
AMENDMENT
OF MATERIAL DEFINITIVE AGREEMENT; ENTRY INTO MATERIAL DEFINITIVE
AGREEMENT
On
June
11, 2008, Maiden Insurance Company, Ltd., (“Maiden Insurance”), a wholly owned
subsidiary of Maiden Holdings, Ltd. (the “Company”), and AmTrust International
Insurance, Ltd of Hamilton Bermuda (“AII”), an affiliate of AmTrust Financial
Services, Inc. (“AmTrust”), amended, effective as of June 1, 2008, their Quota
Share Reinsurance Agreement which was entered into effective July 1, 2007.
Pursuant to the amendment, AII agrees to cede and Maiden Insurance agrees to
accept and reinsure Retail Commercial Package Business, which AmTrust, through
Affiliates, commenced writing effective June 1, 2008, in connection with its
acquisition from Trinity Universal Insurance Company, a subsidiary of Unitrin,
Inc., of its Unitrin Business Insurance unit (“UBI”). Subject to required
regulatory approvals, effective June 1, 2007, AII will cede 100% of the unearned
premium related to in-force Retail Commercial Package Business and losses
related thereto assumed by AmTrust as a result of this acquisition and 40%
of
AmTrusts’s net written premium and losses on Retail Commercial Package Business
written or renewed on or after the effective date. The $2 million maximum
liability for a single loss provided in the Quota Share Reinsurance Agreement
shall not be applicable to Retail Commercial Package Business. AmTrust will
be
paid a ceding commission of 34.375% for Retail Commercial Package Business
subject to the amendment. The Company previously disclosed its entry into the
Quota Share Reinsurance Agreement between AII and Maiden Insurance on its
Registration Statement on Form S-1 filed on September 18, 2007.
Item
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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99.1
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Addendum
No. 2 to Quota Share Reinsurance Agreement between AmTrust International
Insurance, LTD Hamilton Bermuda and Maiden Insurance Company, LTD
Hamilton, Bermuda.
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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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Maiden
Holdings, Ltd.
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(Registrant)
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Date
June 13, 2008
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/s/
Ben Turin
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Ben
Turin
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Chief
Operating Officer
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Exhibit
99.1
ADDENDUM
NO. 2 TO QUOTA SHARE REINSURANCE AGREEMENT
THIS
ADDENDUM NO. 2
(this
“Addendum”) to the Quota Share Reinsurance Agreement (the “Agreement”),
effective as of July 1, 2007, by and between AMTRUST INTERNATIONAL INSURANCE,
LTD, of Hamilton, Bermuda (the “Company”) and MAIDEN INSURANCE COMPANY, LTD, of
Hamilton, Bermuda (the “Reinsurer”), is made and entered into as of June 1, 2008
(the “Effective Time”) by and between the Company and the
Reinsurer.
WHEREAS,
pursuant to Article I of the Agreement, the Company and the Reinsurer may
mutually agree to reinsure Additional Business pursuant to the Agreement;
WHEREAS,
effective June 1, 2008, AmTrust Financial Services, Inc. (“AmTrust”) acquired
from Trinity Universal Insurance Company, a subsidiary of Unitrin, Inc., its
Unitrin Business Insurance unit (“UBI”), which included the acquisition of
Milwaukee Casualty Insurance Co., Trinity Universal Insurance Company of Kansas,
Inc., Security National Insurance Company and Trinity Lloyd’s Insurance
Company;
WHEREAS,
UBI
writes commercial lines business, including commercial package, commercial
umbrella, commercial property, commercial general liability, workers’
compensation (offered as part of a commercial package policy), inland marine
and
farm/ranchowner insurance through retail agents (“Retail Commercial Package
Business”);
WHEREAS,
pursuant
to the Agreement, Retail Commercial Package Business is not included in the
definition of Covered Business;
WHEREAS,
pursuant
to Paragraph B of Article I of the Agreement, the Company is required to offer
the Reinsurer the opportunity to reinsure the Retail Commercial Package Business
written by Affiliates, subject to agreement on a ceding commission for the
cession of such business; and
WHEREAS,
the Company and the Reinsurer desire to set forth the terms under which the
Reinsurer will reinsure Retail Commercial Package Business written by
Affiliates;
NOW,
THEREFORE,
in
consideration of the premises and mutual covenants contained herein, the Company
and the Reinsurer hereby agree as follows:
ARTICLE
I
DEFINITIONS
AND USAGE
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1.01
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Definitions.
Capitalized terms used but not defined herein shall have the meaning
set
forth in the Agreement.
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1.02
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Headings.
The headings contained in this Addendum are for reference purposes
only
and shall not affect the meaning or interpretation of this
Addendum.
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ARTICLE
II
ADDENDUM
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A.
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Effective
as of the Effective Time, Paragraph A of Article IV - Definitions
is
amended to provide:
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“Affiliate”
means Rochdale, Wesco, Technology, IGI, AIU, Associated Industries Insurance
Company (“AIIC”), Milwaukee Casualty Insurance Co. (“MCIC”), Trinity Universal
Insurance Company of Kansas, Inc. (“TUK”), Security National Insurance Company
(“SNIC”) and Trinity Lloyd’s Insurance Company (“TLIC”) and each other insurance
company more than fifty percent (50%) of the voting securities of which are
directly or indirectly controlled by AmTrust Financial Services, Inc.
(“AmTrust”), for so long as AmTrust continues to so directly or indirectly
control such entity.
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B.
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Company
agrees to cede and Reinsurer agrees to accept and reinsure, the Ultimate
Net Loss equal to 100% of the Affiliate Ultimate Net Loss (net of
inuring
reinsurance) with respect to unearned premium (“UBI UEP”) assumed by
Technology, MCIC, TUK, SNIC and TLIC from Trinity Universal Insurance
Company (“TUIC”) as of June 1, 2008 and ceded to Company, in connection
with AmTrust’s acquisition of Unitrin, Inc.’s Unitrin Business Insurance
unit (“UBI”) from TUIC.
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C.
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Company
agrees to cede and Reinsurer agrees to accept and reinsure 40% of
the
Affiliate Ultimate Net Loss (net of inuring reinsurance) with respect
to
Retail Commercial Package Business, which is written or renewed on
or
after the Effective Time, ceded to the Company by each Affiliate.
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D.
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The
reinsurance of Retail Commercial Package Business provided for in
this
Addendum shall not be subject to the maximum liability for a single
loss
under a Policy set forth in Paragraph A of Article
V.
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E.
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The
Company shall cede to the Reinsurer 100% of the UBI UEP (net of the
cost
of inuring reinsurance) ceded to it by Technology, MCIC, TUK, SNIC
and
TLIC no later than 30 days after the approval the cession of the
UBI UEP
to the Company (to the extent it has been collected) and shall cede
to the
Reinsurer the balance of the premium related to UBI UEP (net of the
cost
of inuring reinsurance) upon collection and the Subject Premium (net
of
the cost of inuring reinsurance) related to Retail Commercial Package
Business in accordance with the Agreement and this Addendum.
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F.
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The
Reinsurer shall allow the Company a 34.375% commission on the UBI
UEP and
Subject Premium related to Retail Commercial Package
Business.
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G.
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The
reinsurance of Retail Commercial Package Business hereunder is subject
to
the required regulatory approvals of the reinsurance by the Company
of the
UBI UEP and Subject Premium related to Retail Commercial Package
Business
assumed, written and renewed by Technology, MCIC, TUK, SNIC and
TLIC.
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ARTICLE
III
MISCELLANEOUS
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A.
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Confirmation
of the Agreement.
Except as amended by this Addendum, the Agreement remains in full
force
and effect, without modification or amendment.
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B.
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Governing
Law.
This Addendum shall be governed by the laws of the State of New York,
without giving effect to its conflict of laws
principles.
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C.
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Counterparts.
This Addendum may be executed in one or more counterparts, and such
counterparts together shall constitute one and the same
agreement.
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[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF the parties hereto, by their respective duly authorized
officers, have executed this Addendum, in duplicate, as of the dates recorded
below:
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AMTRUST
INTERNATIONAL INSURANCE, LTD.
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By:
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/s/
Michael Bott
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Dated:
June 12, 2008
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MAIDEN
INSURANCE COMPANY, LTD.
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By:
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/s/
Bentzion S. Turin
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