UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): June 19, 2008
Maiden
Holdings, Ltd.
(Exact
name of registrant as specified in its charter)
|
Bermuda
|
001-34042
|
N/A
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
Maiden
Holdings, Ltd.
48
Par-la-Ville Road, Suite 1141
Hamilton
HM 11, Bermuda
|
|
(Address
of principal executive offices)
(Zip
Code)
|
Registrant’s
telephone number, including area code: (441)
292-7090
Not
Applicable
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 4.01 |
Change
in Registrant's Certifying
Accountant
|
On
May
12, 2008, we informed PricewaterhouseCoopers, the independent registered public
accounting firm that audited our financial statements for the period from May
31, 2007 (the date of our incorporation) through December 31, 2007 (the
“reporting period”), of our intention to recommend that our shareholders dismiss
it as our independent registered public accounting firm. Our
Audit
Committee participated in and approved the decision to recommend the change
in
our independent registered public accounting firm.
On
June
19, 2008 (the
“dismissal date”),
our
shareholders voted to dismiss PricewaterhouseCoopers as our independent
registered public accounting firm.
PricewaterhouseCoopers’s
report on our financial statements for the reporting period did not contain
an
adverse opinion or disclaimer and was not qualified or modified as to
uncertainty, audit scope, or accounting principles. During the reporting period
and up to June 19, 2008, there were no disagreements with PricewaterhouseCoopers
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of PricewaterhouseCoopers would have caused them to make
reference thereto in their report of the financial statements for such reporting
period.
In
addition, during the reporting period and up to the dismissal date, there have
been no reportable events (as defined in Item 304(a)(1)(v) of the SEC’s
Regulation S-K), except that the following deficiencies which aggregate to
a
material weakness in internal control over financial reporting (the “reportable
event”) were identified:
|
·
|
Failure
to give appropriate consideration to U.S. GAAP accounting rules or
to have
documentation of the basis for our opinion and conclusion regarding
the
application of U.S. GAAP;
|
|
·
|
Lack
of an independent preparer and reviewer for various accounting tasks,
including the preparation of the financial statements and disclosures;
and
|
|
·
|
Lack
of formality regarding certain controls surrounding the control
environment.
|
Our
Audit
Committee had discussed the reportable event with PricewaterhouseCoopers.
We
have
authorized PricewaterhouseCoopers to respond fully to the inquiries of the
successor accountant, BDO Seidman, LLP, concerning the subject matter of the
reportable event.
We
have
requested that PricewaterhouseCoopers furnish us with a letter addressed to
the
SEC stating whether or not it agrees with the above statements. A copy of that
letter is filed as Exhibit 16.1 to this Form 8-K.
We
informed BDO Seidman, LLP on May 12, 2008 of our intention to engage it as
our
new independent registered public accounting firm, subject to shareholder
approval of such appointment. On June 19, 2008, our
shareholders voted to appoint BDO Seidman, LLP to be our independent registered
public accounting firm for the fiscal year ending December 31, 2008.
From
the
date of our incorporation and through June 19, 2008, we have not consulted
with
BDO Seidman, LLP on any matters described in Item 304(a)(2)(i) or Item
304(a)(2)(ii) of Regulation S-K.
2
| Item 9.01 |
Financial
Statements and
Exhibits
|
|
(a)
|
Financial
Statements of Business Acquired.
|
Not
Applicable
|
(b)
|
Pro
Forma Financial Information.
|
Not
Applicable
|
(c)
|
Shell
Company Transactions.
|
Not
Applicable
|
(d)
|
Exhibits
|
| 16.1 |
Letter
furnished by PricewaterhouseCoopers in response to the Company’s request,
addressed to the Securities and Exchange Commission, dated June 23,
2008,
indicating their agreement with the statements contained in the Form
8-K
filing.
|
3
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.
|
Maiden
Holdings, Ltd.
(Registrant)
|
|||
|
|
|
||
|
Dated:
June 24, 2008
|
By:
|
/s/ Ben Turin | |
|
Name:
|
Ben Turin | ||
|
Title:
|
Chief Operating Officer, General Counsel and Secretary | ||
4
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Exhibit
Title
|
|
16.1
|
Letter
furnished by PricewaterhouseCoopers in response to the Company’s request,
addressed to the Securities and Exchange Commission, dated June 23,
2008,
indicating their agreement with the statements contained in the Form
8-K
filing.
|
5
EXHIBIT
16.1
|
PricewaterhouseCoopers
Chartered
Accountants
Dorchester
House
7
Church Street
Hamilton
HM 11 Bermuda
Telephone
+1 (441) 295 2000
Facsimile
+1 (441) 295 1242
www.pwc.com/bermuda
|
June
23, 2008
Securities
and Exchange Commission
100
F
Street, N. E.
Washington,
DC 20549
Commissioners.
We
have
read the statements made by Maiden Holdings, Ltd (copy attached), which we
understand will be filed with the Securities and Exchange Commission, pursuant
to Item 4.01 of Form 8-K, as part of
the
Form 8-K of Maiden Holdings, Ltd dated June 19, 2008. We agree with the
statements concerning
our Firm in such Form 8--K.
Very
truly yours,
PricewaterhouseCoopers
A
fist of partners car be obtained from the above address
PricewaterhouseCoopers
refers to the members afthe worldwide PricewaterhouseCoopers
organisation