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): September 30, 2011
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, AG
(Exact Name of Registrant as Specified in Charter)
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| Switzerland
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001-32938
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98-0681223 |
| (State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of Incorporation)
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Identification No.) |
Lindenstrasse 8
6340 Baar
Zug, Switzerland
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: 41-41-768-1080
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2011 Annual Shareholder Meeting of Allied World Assurance Company Holdings, AG (the
“Company”), the Company’s shareholders approved a dividend in the form of a par value reduction
payable in four quarterly installments. The aggregate par value reduction amount was 1.28 Swiss
francs (CHF), which was equal to $1.50 per share, or $0.375 per quarter, at the time of the annual
meeting. The par value reduction amount for each quarterly payment will be adjusted up or down to
equal $0.375 per share prior to the time of payment, subject to an aggregate cap for the four
installments of CHF 1.92, as further described in the Company’s 2011 Proxy Statement, dated March
17, 2011.
For the second of such quarterly payments, in accordance with the shareholder approval, the
par value reduction amount was fixed at CHF 0.32 based on the published USD/CHF exchange rate of
0.8755 on September 19, 2011. To accomplish this dividend payment, the Company adjusted its
Articles of Association on September 30, 2011 to confirm the par value reduction of CHF 0.32. The
Company’s amended and restated Articles of Association became effective upon registration in the
daily register of the commercial register of the Canton of Zug, Switzerland on September 30, 2011
and, as a result, the Company’s par value is CHF 14.38 as of such date.
Accordingly, the Company’s shareholders of record at the close of business on October 3, 2011
will receive the dividend scheduled for payment on October 7, 2011. A copy of the Company’s amended
and restated Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit |
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Description |
3.1
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Articles of Association of Allied World Assurance Company Holdings, AG, as amended and
restated. |
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