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PROSPECTUS SUPPLEMENT NO. 3 | Filed Pursuant to Rule 424(b)(3) | |
(To Prospectus dated July 21, 2006) | Registration No. 333-135464 |
This Prospectus Supplement No. 3 supplements the Market-Making Prospectus, dated July 21, 2006, as supplemented, relating to 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.
This Prospectus Supplement No. 3 is comprised of a proxy statement on Schedule 14A filed with the SEC on October 19, 2006.
You should read this Prospectus Supplement No. 3 in conjunction with the Market-Making Prospectus, as supplemented. This Prospectus Supplement No. 3 updates information in the Market-Making Prospectus, as supplemented, and, accordingly, to the extent inconsistent, the information in this Prospectus Supplement No. 3 supersedes the information contained in the Market-Making Prospectus, as supplemented.
Before you invest in the issuer’s senior notes, you should read the Market-Making Prospectus, as supplemented, 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 Website at www.sec.gov. Alternatively, you may obtain a copy of the Market-Making Prospectus by calling Goldman, Sachs & Co. toll-free at 1-866-471-2526.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful and complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 3 is October 19, 2006.
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o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
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• | To elect three Class III Directors to hold office until the Company’s Annual General Meeting in 2009 or until their successors are duly elected and qualified or their office is otherwise vacated; | |
• | To approve certain individuals as eligible subsidiary directors of certain of ournon-U.S. subsidiaries; | |
• | To act on a proposal to appoint Deloitte & Touche as the Company’s independent auditors to serve until the Company’s Annual General Meeting in 2007; and | |
• | To transact such other further business, if any, as lawfully may be brought before the meeting. |
By Order of the Board of Directors, | |
Wesley D. Dupont | |
Secretary |
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Name | Position | Term Expires | ||||
Michael I.D. Morrison | Class II Director | 2007 | ||||
Scott Hunter | Class II Director | 2007 | ||||
Mark R. Patterson | Class I Director | 2008 | ||||
Samuel J. Weinhoff | Class I Director | 2008 |
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• | high personal and professional ethics, values and integrity; | |
• | education, skill and experience with insurance, reinsurance or other businesses and organizations that the Board deems relevant and useful; | |
• | ability and willingness to serve on any committees of the Board; and | |
• | ability and willingness to commit adequate time to the proper functioning of the Board and its committees. |
• | $45,000 annually for serving as a director, and | |
• | $1,500 per meeting attended by a director (meetings of the Company and Allied World Assurance Company, Ltd held on the same day are considered one meeting for purposes of calculating attendance fees). |
Committee Fees |
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Scott A. Carmilani | |
Wesley D. Dupont | |
Michael I.D. Morrison | |
John T. Redmond |
J. Michael Baldwin | |
Scott A. Carmilani | |
John Clifford | |
Hugh Governey | |
Michael I.D. Morrison | |
John T. Redmond |
J. Michael Baldwin | |
Scott A. Carmilani | |
John Clifford | |
Hugh Governey | |
Michael I.D. Morrison | |
John T. Redmond |
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2005 | 2004 | |||||||
Audit Fees | $ | 1,749,493 | $ | 1,013,790 | ||||
Audit-Related Fees(1) | $ | 21,376 | $ | 140,392 | ||||
Tax Fees(2) | $ | 159,179 | $ | 167,498 | ||||
All Other Fees(3) | $ | 24,900 | $ | 5,695 |
(1) | Audit-Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the Audit Fees category. |
(2) | Tax Fees are for work performed in the preparation of tax returns, tax planning and tax consulting. |
(3) | All Other Fees are fees related to technical consultations. |
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Warrants to | ||||||||
Acquire | Percentage | |||||||
Common | of Diluted | |||||||
Holder | Shares | Shares | ||||||
American International Group, Inc. | 2,000,000 | 3.0 | % | |||||
The Chubb Corporation | 2,000,000 | 3.0 | % | |||||
GS Capital Partners 2000, L.P. | 848,113 | 1.3 | % | |||||
GS Capital Partners 2000 Offshore, L.P. | 308,172 | * | ||||||
GS Capital Partners 2000 Employee Fund, L.P. | 269,305 | * | ||||||
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG | 35,449 | * | ||||||
Stone Street Fund 2000, L.P. | 25,974 | * | ||||||
Bridge Street Special Opportunities Fund 2000, L.P. | 12,987 | * |
* | Less than 1%. |
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Administrative Services |
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Software License |
Reinsurance |
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Production |
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Office Space |
Hedge Fund |
Deferred Compensation Plan |
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Investment Management Services |
Hedge Funds |
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Investment Banking Services |
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• | each person known by us to beneficially own more than 5% of our outstanding Common Shares, | |
• | each of our directors, | |
• | each of our four most highly compensated officers (other than the President and Chief Executive Officer) who were serving as executive officers at the end of our 2005 fiscal year (our “named executive officers”), and | |
• | all of our directors and executive officers as a group. |
Beneficial Ownership of Common Shares(1) | |||||||||||||
Non- | Percent of | ||||||||||||
Name and Address of Beneficial Owner | Voting | Voting | Common Shares | ||||||||||
American International Group, Inc. | 3,266,995 | (2) | 10,426,338 | 22.0 | % | ||||||||
70 Pine Street | |||||||||||||
New York, New York 10270 | |||||||||||||
The Chubb Corporation | 3,266,995 | (3) | 8,078,005 | 18.2 | % | ||||||||
15 Mountain View Road | |||||||||||||
Warren, NJ 07059 | |||||||||||||
GS Capital Partners 2000, L.P.(4) | — | 5,461,732 | (5) | 8.9 | % | ||||||||
85 Broad Street | |||||||||||||
New York, NY 10004 | |||||||||||||
GS Capital Partners 2000 Offshore, L.P.(4) | — | 1,984,583 | (6) | 3.3 | % | ||||||||
85 Broad Street | |||||||||||||
New York, NY 10004 | |||||||||||||
GS Capital Partners 2000 Employee Fund, L.P.(4) | — | 1,734,288 | (7) | 2.9 | % | ||||||||
85 Broad Street | |||||||||||||
New York, NY 10004 | |||||||||||||
GS Capital Partners 2000, GmbH & Co. Beteiligungs KG(4) | — | 228,287 | (8) | * | |||||||||
85 Broad Street | |||||||||||||
New York, NY 10004 | |||||||||||||
Stone Street Fund 2000, L.P.(4) | — | 167,269 | (9) | * | |||||||||
85 Broad Street | |||||||||||||
New York, NY 10004 | |||||||||||||
Bridge Street Special Opportunities Fund 2000, L.P.(4) | — | 83,634 | (10) | * | |||||||||
85 Broad Street | |||||||||||||
New York, NY 10004 | |||||||||||||
Securitas Allied Holdings, Ltd.(11) | 1,266,995 | 560,490 | 3.0 | % | |||||||||
55 East 52nd Street | |||||||||||||
New York, NY 10055 | |||||||||||||
Michael I.D. Morrison | 116,667 | (12) | — | * | |||||||||
Scott A. Carmilani | 94,332 | (13) | — | * | |||||||||
Jordan M. Gantz(14) | 59,166 | (15) | — | * | |||||||||
G. William Davis, Jr. | 26,248 | (16) | — | * | |||||||||
Richard E. Jodoin | 54,625 | (17) | — | * | |||||||||
John T. Redmond | 13,290 | (18) | — | * | |||||||||
Bart Friedman | 2,000 | — | * | ||||||||||
Scott Hunter | — | — | * | ||||||||||
Mark R. Patterson | 14,000 | — | * |
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Beneficial Ownership of Common Shares(1) | ||||||||||||
Non- | Percent of | |||||||||||
Name and Address of Beneficial Owner | Voting | Voting | Common Shares | |||||||||
James F. Duffy | 1,000 | — | * | |||||||||
Samuel J. Weinhoff | 1,000 | — | * | |||||||||
All directors and executive officers as a group (13 persons) | 333,695 | (19) | — | * |
* | Less than 1%. | |
(1) | With regard to our principal shareholders and our directors and executive officers and in accordance with the rules of the SEC, an entity or person is deemed to have “beneficial ownership” of Common Shares that such entity or person has the rights to acquire within 60 days. For purposes of calculating percent ownership, each entity’s or person’s holdings have been calculated assuming full exercise of outstanding warrants and options exercisable (as applicable) by such entity or person within 60 days of September 30, 2006, but not the exercise of warrants or options held by any other entity or person. All amounts listed represent sole investment and voting power unless otherwise indicated. | |
(2) | Includes warrants currently exercisable to purchase up to 2,000,000 Common Shares. | |
(3) | Includes warrants currently exercisable to purchase up to 2,000,000 Common Shares. | |
(4) | The Goldman Sachs Group, Inc. (the “Goldman Sachs Group”), Goldman Sachs, which is a broker-dealer, and the Goldman Sachs Funds may be deemed to directly or indirectly beneficially own in the aggregate 9,659,793 of our Common Shares. Affiliates of the Goldman Sachs Group and Goldman Sachs are the general partner, managing general partner or managing limited partner of the Goldman Sachs Funds. Goldman Sachs is the investment manager for certain of the Goldman Sachs Funds. Each of Goldman Sachs Group and Goldman Sachs disclaims beneficial ownership of the Common Shares owned by the Goldman Sachs Funds, except to the extent of Goldman Sachs Group’s and Goldman Sachs’ pecuniary interest therein, if any. Goldman Sachs Group, Goldman Sachs and the Goldman Sachs Funds share voting power and investment power with certain of their respective affiliates. Goldman Sachs is a direct and indirect, wholly-owned subsidiary of Goldman Sachs Group. The address for the Goldman Sachs Funds and their affiliates is 85 Broad Street, 10th Floor, New York, New York 10004. | |
(5) | Includes warrants currently exercisable to purchase up to 848,113 Non-Voting Shares. | |
(6) | Includes warrants currently exercisable to purchase up to 308,172 Non-Voting Shares. | |
(7) | Includes warrants currently exercisable to purchase up to 269,305 Non-Voting Shares. | |
(8) | Includes warrants currently exercisable to purchase up to 35,449 Non-Voting Shares. | |
(9) | Includes warrants currently exercisable to purchase up to 25,974 Non-Voting Shares. | |
(10) | Includes warrants currently exercisable to purchase up to 12,987 Non-Voting Shares. | |
(11) | Securitas Allied Holdings, Ltd. is wholly-owned by Securitas Allied (Bermuda), L.P. The general partner of Securitas Allied (Bermuda), L.P. is Securitas Allied, Ltd., an indirect, wholly-owned subsidiary of Swiss Re. An affiliate of Swiss Re serves as the investment adviser to Securitas Allied Holdings, Ltd. Securitas Allied, Ltd. and Swiss Re may be deemed to have shared beneficial ownership of our Common Shares that are, or may be deemed to be, beneficially owned by Securitas Allied Holdings, Ltd. although both Securitas Allied, Ltd. and Swiss Re disclaim beneficial ownership of our Common Shares owned of record by any other entity, except to the extent of their pecuniary interest therein, if any. | |
(12) | Represents vested stock options exercisable to purchase 116,667 Voting Shares. | |
(13) | Includes vested stock options exercisable to purchase 88,332 Voting Shares. | |
(14) | In connection with an investigation by the Texas Attorney General’s Office and our review relating to certain insurance brokerage practices, Mr. Gantz was suspended indefinitely. | |
(15) | Represents vested stock options exercisable to purchase 59,166 Voting Shares. | |
(16) | Represents vested stock options exercisable to purchase 26,248 Voting Shares. |
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(17) | Includes vested stock options exercisable to purchase 53,125 Voting Shares. | |
(18) | Includes vested stock options exercisable to purchase 12,290 Voting Shares. | |
(19) | Includes vested stock options exercisable to purchase 299,995 Voting Shares. Excludes vested stock options exercisable to purchase 59,166 Voting Shares held by Mr. Gantz. |
Name | Age | Position | ||||
Scott A. Carmilani | 42 | President, Chief Executive Officer & Director | ||||
G. William Davis, Jr. | 61 | Executive Vice President — Worldwide Treaty & Facultative Reinsurance | ||||
Joan H. Dillard | 55 | Senior Vice President and Chief Financial Officer | ||||
Wesley D. Dupont | 37 | Senior Vice President, General Counsel and Secretary | ||||
Marshall J. Grossack | 46 | Senior Vice President — Chief Corporate Actuary | ||||
Richard E. Jodoin | 54 | President, Allied World Assurance Company (U.S.) Inc. and Newmarket Underwriters Insurance Company | ||||
John T. Redmond | 50 | President — Allied World Assurance Company (Europe) Limited and Allied World Assurance Company (Reinsurance) Limited |
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Long-Term | |||||||||||||||||||||||||||||
Compensation Awards | |||||||||||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||||||||||
Restricted | Securities | ||||||||||||||||||||||||||||
Fiscal | Other Annual | Stock | Underlying | All Other | |||||||||||||||||||||||||
Name & Principal Position | Year | Salary $ | Bonus $ | Compensation(1) $ | Awards(2) | Options | Compensation $ | ||||||||||||||||||||||
Scott A. Carmilani, | 2005 | $ | 426,731 | $ | 275,000 | $ | 258,314 | $ | 355,236 | 20,000 | $ | 30,500 | (3) | ||||||||||||||||
President and Chief | 2004 | 350,000 | 200,000 | 233,484 | 690,014 | — | 30,250 | (3) | |||||||||||||||||||||
Executive Officer | 2003 | 315,000 | 190,000 | 228,865 | — | 26,666 | 30,000 | (3) | |||||||||||||||||||||
Jordan M. Gantz, | 2005 | $ | 317,967 | $ | 200,000 | $ | 204,008 | $ | 213,150 | 8,333 | $ | 30,500 | (5) | ||||||||||||||||
Executive Vice President & | 2004 | 267,800 | 150,000 | 201,978 | 344,986 | — | 30,250 | (5) | |||||||||||||||||||||
Chief Underwriting Officer(4) | 2003 | 257,500 | 140,000 | 187,185 | — | 11,667 | 30,000 | (5) | |||||||||||||||||||||
G. William Davis, Jr., | 2005 | $ | 249,004 | $ | 150,000 | $ | 178,895 | $ | 142,086 | 8,333 | $ | 32,763 | (6) | ||||||||||||||||
Executive Vice President — | 2004 | 220,000 | 130,000 | 178,869 | 344,986 | 5,000 | 31,000 | (6) | |||||||||||||||||||||
Worldwide Treaty & | 2003 | 210,000 | 120,000 | 139,193 | — | 20,000 | 30,500 | (6) | |||||||||||||||||||||
Facultative Reinsurance | |||||||||||||||||||||||||||||
Richard E. Jodoin, | 2005 | $ | 256,313 | $ | 100,000 | $ | 5,100 | $ | 71,064 | 2,500 | $ | 30,500 | (7) | ||||||||||||||||
President, Allied World | 2004 | 230,250 | 90,000 | 5,100 | 69,014 | — | 30,250 | (7) | |||||||||||||||||||||
Assurance Company (U.S.) Inc. | 2003 | 221,450 | 75,000 | 5,100 | — | 4,167 | 30,000 | (7) | |||||||||||||||||||||
and Newmarket Underwriters | |||||||||||||||||||||||||||||
Insurance Company | |||||||||||||||||||||||||||||
John T. Redmond, | 2005 | $ | 284,582 | $ | 112,566 | $ | — | $ | 71,064 | 4,167 | $ | 26,087 | (9) | ||||||||||||||||
President, Allied World Assurance | 2004 | 270,363 | 106,641 | 17,532 | — | — | 24,696 | (9) | |||||||||||||||||||||
Company (Europe) Limited and | 2003 | 259,936 | 103,679 | — | — | 5,000 | 23,744 | (9) | |||||||||||||||||||||
Allied World Assurance Company | |||||||||||||||||||||||||||||
(Reinsurance) Limited(8) |
(1) | Other annual compensation includes amounts for certain travel expenses, relocation expenses, housing allowances, utilities, club dues, tax preparation, parking and cost of living allowances for the fiscal years ended. The housing allowance paid to Mr. Carmilani in the fiscal years ended 2005, 2004 and 2003 was $170,296, $158,208 and $153,375, respectively. The housing allowance paid to Mr. Gantz in the fiscal years ended 2005, 2004 and 2003 was $133,000, $132,000 and $115,500, respectively. The housing allowance paid to Mr. Davis in the fiscal years ended 2005, 2004 and 2003 was $120,000, $120,000 and $84,000, respectively. The cost of living allowance paid to Mr. Carmilani in the fiscal years ended 2005, 2004 and 2003 was $66,276, $63,535 and $59,160, respectively. The cost of living allowance paid to Mr. Gantz in the fiscal years ended 2005, 2004 and 2003 was $57,396, $58,436 and $55,704, respectively. The cost of living allowance paid to Mr. Davis in the fiscal years ended 2005, 2004 and 2003 was $49,488, $50,435 and $47,712, respectively. Beginning in June 2002, Mr. Carmilani was also provided a membership to a country club located in Bermuda. Beginning in February 2003, Mr. Redmond was provided the use of a corporate membership to a country club in Ireland. |
(2) | Each restricted stock unit (“RSU”) represents the right to receive one newly-issued, fully paid and non-assessable Common Share of the Company at a future date. Each award vests 100% four years after the date of grant. The amounts shown in the table above represent the value of the awards, calculated by multiplying the number of units granted by the book value per share of the Company’s Common Shares of $42.63 and $41.40 on January 3, 2005 and May 27, 2004, respectively, the dates on which the RSUs were awarded. Portions of the award not vested may be subject to forfeiture under certain conditions and dividends generally are accrued on unvested RSUs and paid upon vesting. In 2005, Messrs. Carmilani, Gantz, Davis, Jodoin and Redmond were granted RSUs of 8,333, 5,000, 3,333, 1,667 and 1,667, respectively. The number and aggregate value of all RSU holdings at December 31, 2005, based on the book value per share of our Common Shares at such date of $28.32, for each of the named executive |
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officers was as follows: Mr. Carmilani had 25,000 RSUs with a value of $708,000; Mr. Gantz had 13,333 RSUs with a value of $377,591; Mr. Davis had 11,666 RSUs with a value of $330,381; Mr. Jodoin had 3,334 RSUs with a value of $94,419; and Mr. Redmond had 1,667 RSUs with a value of $47,209. | |
(3) | Represents Company contributions to our 401(k) Plan of $10,500, $10,250 and $10,000 in 2005, 2004 and 2003, respectively, and Company contributions to our Supplemental Executive Retirement Plan of $20,000 in 2005, 2004 and 2003. Company contributions under our 401(k) Plan become 100% vested after two years of service with us. Company contributions under our Supplemental Executive Retirement Plan vest 25% per year over a four-year period. See “— Retirement Plans — 401(k) Plans” and “— Retirement Plans — Supplemental Executive Retirement Plans.” |
(4) | In connection with an investigation by the Texas Attorney General’s Office and our review relating to certain insurance brokerage practices, Mr. Gantz was suspended indefinitely. |
(5) | Represents Company contributions to our 401(k) Plan of $10,500, $10,250 and $10,000 in 2005, 2004 and 2003, respectively, and Company contributions to our Supplemental Executive Retirement Plan of $20,000 in 2005, 2004 and 2003. Company contributions under our 401(k) Plan become 100% vested after two years of service with us. Company contributions under our Supplemental Executive Retirement Plan vest 25% per year over a four-year period. See “— Retirement Plans — 401(k) Plans” and “— Retirement Plans — Supplemental Executive Retirement Plans.” |
(6) | Represents Company contributions to our Bermuda pension plan of $12,763, $11,000 and $10,500 in 2005, 2004 and 2003, respectively, and Company contributions to our Supplemental Executive Retirement Plan of $20,000 in 2005, 2004 and 2003. Company contributions under our Supplemental Executive Retirement Plan vest 25% per year over a four-year period. See “— Retirement Plans — Supplemental Executive Retirement Plans.” |
(7) | Represents Company contributions to our 401(k) Plan of $10,500, $10,250 and $10,000 in 2005, 2004 and 2003, respectively, and Company contributions to our Supplemental Executive Retirement Plan of $20,000 in 2005, 2004 and 2003. Company contributions under our 401(k) Plan become 100% vested after two years of service with us. Company contributions under our Supplemental Executive Retirement Plan vest 25% per year over a four-year period. See “— Retirement Plans — 401(k) Plans” and “— Retirement Plans — Supplemental Executive Retirement Plans.” |
(8) | Mr. Redmond was paid in euros in 2005, 2004 and 2003. Except for the value of restricted stock awards, which were calculated in U.S. dollars as described in footnote 2 above, and payments for relocation expenses in 2003, which were 10,175 British pounds sterling and were converted to U.S. dollars as of December 31, 2005 at the exchange rate of $1.723 per £1, all amounts for Mr. Redmond have been converted from euros into U.S. dollars as of December 31, 2005 at the exchange rate of $1.1849 per€1. |
(9) | In 2005, Mr. Redmond was paid an additional 9% of his base salary in lieu of a Company contribution to a retirement plan from January 2005 through November 2005, and was paid an additional 11% of his base salary in lieu of a Company contribution to a retirement plan for December 2005. In 2004 and 2003, Mr. Redmond was paid an additional 9% of his base salary in lieu of a Company contribution to a retirement plan. |
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Individual Grants | ||||||||||||||||||||
Percent of | ||||||||||||||||||||
Number of | Total | |||||||||||||||||||
Common | Options | Exercise | ||||||||||||||||||
Shares | Granted to | or Base | ||||||||||||||||||
Underlying | Employees | Price per | Grant Date | |||||||||||||||||
Options | in Fiscal | Share | Expiration | Present | ||||||||||||||||
Name | Granted (#) | Year | ($/Sh) | Date | Value ($)(1) | |||||||||||||||
Scott A. Carmilani | 20,000 | 7.8 | % | $32.70 | 01/03/2015 | $264,574 | ||||||||||||||
Jordan M. Gantz | 8,333 | 3.3 | % | $32.70 | 01/03/2015 | 110,239 | ||||||||||||||
G. William Davis, Jr. | 8,333 | 3.3 | % | $32.70 | 01/03/2015 | 110,239 | ||||||||||||||
Richard E. Jodoin | 2,500 | 1.0 | % | $32.70 | 01/03/2015 | 33,072 | ||||||||||||||
John T. Redmond | 4,167 | 1.6 | % | $32.70 | 01/03/2015 | 55,120 |
(1) | There was no public market for our Common Shares as of December 31, 2005. The fair market value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 2005: risk free interest rate of 4.28%, expected life of nine years and no dividend and zero volatility. |
Value of Unexercised | ||||||||||||||||
Number of Unexercised | In-the-Money Options at | |||||||||||||||
Options at Fiscal Year-End | Fiscal Year-End(1) | |||||||||||||||
Name | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||
Scott A. Carmilani | 80,001 | 33,332 | $747,808 | $125,123 | ||||||||||||
Jordan M. Gantz | 55,834 | 14,166 | 527,411 | 51,740 | ||||||||||||
G. William Davis, Jr. | 19,584 | 22,082 | 168,449 | 104,595 | ||||||||||||
Richard E. Jodoin | 52,084 | 4,583 | 500,765 | 17,505 | ||||||||||||
John T. Redmond | 8,751 | 8,749 | 76,946 | 41,803 |
(1) | There was no public trading market for our Common Shares as of December 31, 2005. The value of unexercisedin-the-money options has been calculated by multiplying the difference between the exercise price per share and the initial public offering price by the number of shares underlying options. |
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Scott Hunter (Chairman) | |
James F. Duffy | |
Samuel J. Weinhoff |
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ALLIED WORLD | ||||||||||||
ASSURANCE CO | S&P 500 PROPERTY & | |||||||||||
HOLDINGS | S&P 500 INDEX | CASUALTY INSURANCE | ||||||||||
7/11/06 | 100.00 | 100.00 | 100.00 | |||||||||
7/31/06 | 100.43 | 100.43 | 100.82 | |||||||||
8/31/06 | 110.94 | 102.82 | 102.07 | |||||||||
9/30/06 | 116.26 | 105.47 | 106.40 |
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1. has not been an employee within the last three years and never has been an officer of the Company. | |
2. has not been employed as an executive officer of a company within the last three years where an executive officer of the Company serves on the compensation committee (or board committee performing similar functions) of such other company. | |
3. is not affiliated with, or employed in a professional capacity, by a present or former auditor of the Company within the three years after the end of either the affiliation or the auditing relationship. | |
4. does not have an immediate family member who is or has been (a) an executive officer of the Company within the last three years; (b) employed as an executive officer of a company within the last three years where an executive officer of the Company serves on the compensation committee (or board committee performing similar functions) of such other company; or (c) affiliated with, or employed in a professional capacity, by a present or former auditor of the Company within the three years after the end of either the affiliation or the auditing relationship. | |
5. is not an immediate family member of any executive officer, or another director, of the Company. | |
6. has not, nor has any immediate family member (other than a non-executive employee), received within the last three years any compensation from the Company or any other person, directly or indirectly (including, for example, fees paid to an advisory firm in which the director is a partner or has a greater than 10% equity or voting interest whether or not the director personally provided the service) for services rendered to the Company (other than standard arrangements applicable to directors generally, including, but not limited to, deferred compensation for prior service provided that such compensation is not contingent on continued service). | |
7. has not had a personal services contract with the Company, or with any executive officer of the Company, within the last five years. | |
8. is not, nor is any immediate family member, an executive officer, employee or greater than 10% owner of any company supplying or receiving goods or services to or from the Company, unless such goods or services are supplied in the ordinary course of business on an arms-length basis and their value has not exceeded within the last three years (a) 5% of the consolidated gross revenues of either company in any single year or (b) the greater of $1 million or 2% of the other company’s consolidated gross revenues in any single year. | |
9. is not an executive officer, partner or greater than 10% owner of any company to which the Company is indebted in an aggregate amount in excess of 5% of the Company’s consolidated assets. |
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10. is not, nor is any immediate family member, (a) indebted to the Company in an amount greater than $60,000; (b) an executive officer, partner or greater than 10% owner of any entity that is so indebted; or (c) a trustee of, or have a substantial beneficial interest in, any trust or other estate that is so indebted. | |
11. has not had, nor has any immediate family member had, any direct or indirect material interest in an transaction or series of transactions to which the Company is a party and in which the transaction amount exceeds $60,000 (other than interests that arise solely from an aggregate ownership of less than 10% of the Company or an entity furnishing services to the Company). | |
12. is not a director pursuant to any arrangement or understanding with another person or group. | |
13. does not hold, nor otherwise have voting power with respect to, 25% or more of the Company’s outstanding voting stock, either directly, or indirectly through one or more intermediaries. | |
14. is not, nor is any immediate family member, an employee, officer or director of a foundation, university or other non-profit organization that receives, or has received, from the Company in any of the last five years grants or endowments greater than $100,000 or greater than 1% of the total donations received by the entity in that year. |
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1. Assist Board oversight of the integrity of (i) the Company’s financial statements and internal controls, (ii) the Company’s compliance with legal and regulatory requirements as well as its ethical standards and policies, (iii) the independent auditors’ qualifications and independence and (iv) the performance of the Company’s internal audit function and independent auditors; and | |
2. Prepare the report required to be prepared by the Committee pursuant to the rules of the Commission for inclusion in the Company’s annual proxy statement. |
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1. With respect to the independent auditors, |
(i) to be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditors (including the resolution of disagreements between management and the independent auditors regarding financial reporting), who shall report directly to the Committee, and shall have ultimate accountability to the Committee; provided that the auditor appointment shall be subject to shareholder approval; | |
(ii) to be directly responsible for the appointment, compensation, retention and oversight of the work of any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review or attestation services, which firm shall also report directly to the Committee, and shall have ultimate accountability to the Committee; | |
(iii) to pre-approve, or to adopt appropriate procedures to pre-approve, all audit and non-audit services to be provided by the independent auditors, including services with respect to the Company’s annual audited financial statements and the annual audited financial statements and statutory financial returns of Allied World Assurance Company, Ltd; | |
(iv) to ensure that the independent auditors prepare and deliver annually an Auditors’ Statement (it being understood that the independent auditors are responsible for the accuracy and completeness of this Auditors’ Statement), and to discuss with the independent auditors any relationships or services disclosed in this Auditors’ Statement that may impact the quality of audit services or the objectivity and independence of the Company’s independent auditors; | |
(v) to obtain from the independent auditors in connection with any audit a timely report relating to the Company’s annual audited financial statements describing all critical accounting policies and practices used, any significant changes in the selection or application of accounting principles, all alternative treatments of financial information within U.S. generally accepted accounting principles (“GAAP”) that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors and management, and any material written communications between the independent auditors and management, such as any “management” letter, summary of uncorrected financial statement misstatements or summary of disclosure items past; | |
(vi) to ensure the rotation of the lead audit partner every five years and the concurring partner and any other active audit engagement team partner every seven years and consider whether there should be a regular rotation of the audit firm itself in order to ensure continuing auditor independence; | |
(vii) to evaluate the independent auditors’ qualifications, performance and independence, including a review and evaluation of the lead partner, taking into account the opinions of management and the internal auditors (or such persons responsible for the internal audit function) in assessing the independent auditors’ qualifications, performance and independence; and | |
(viii) to set clear hiring policies for employees or former employees of the independent auditors. |
2. With respect to accounting principles and policies, financial reporting and internal control over financial reporting, |
(i) to advise management, the internal auditors (or other persons responsible for the internal audit function) and the independent auditors that they are expected to provide to the Committee a timely analysis of significant issues and practices relating to accounting principles and policies, financial reporting and internal control over financial reporting; |
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(ii) to consider and, as appropriate, further discuss with management, the internal auditors (or other persons responsible for the internal audit function) and the independent auditors any reports or communications (and management’s responses thereto) submitted to the Committee by the independent auditors required by or referred to in SAS 61 (as codified by AU Section 380), as modified or supplemented, or other professional standards, including reports and communications related to: |
• | deficiencies, including significant deficiencies or material weaknesses, noted in the audit of the design or operation of internal controls or other matters relating to internal control over financial reporting; | |
• | consideration of fraud in a financial statement audit; | |
• | detection of illegal acts; | |
• | the independent auditors’ responsibility under GAAP; | |
• | any restriction on audit scope; | |
• | significant accounting policies; | |
• | significant issues discussed with the national office respecting auditing or accounting issues presented by the engagement; | |
• | management judgments and accounting estimates; | |
• | any accounting adjustments arising from the audit that were noted or proposed by the auditors but were passed (as immaterial or otherwise); | |
• | the responsibility of the independent auditors for other information in documents containing audited financial statements; | |
• | disagreements with management; | |
• | consultation by management with other accountants; | |
• | major issues discussed with management prior to retention of the independent auditors; | |
• | difficulties encountered with management in performing the audit; | |
• | the independent auditors’ judgments about the quality of the Company’s accounting principles; and | |
• | reviews of interim financial information conducted by the independent auditors; |
(iii) to meet with management, the internal auditors (or other persons responsible for the internal audit function) and the independent auditors, as appropriate, to review and discuss: |
• | the scope of the annual external audit; | |
• | the annual audited financial statements and quarterly unaudited financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; | |
• | the annual audited financial statements and statutory financial returns of Allied World Assurance Company, Ltd; | |
• | any significant matters arising from any audit, including any audit problems or difficulties, whether raised by management, the internal auditors (or other persons responsible for the internal audit function) or the independent auditors, relating to the Company’s financial statements; | |
• | any difficulties the independent auditors encountered in the course of the audit, including any restrictions on the scope of their activities or access to requested information, and any significant disagreements with management; |
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• | any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditors to the Company; | |
• | the form of opinion the independent auditors propose to render to the Board and shareholders; and | |
• | as appropriate: (a) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; and (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; |
(iv) to review disclosures made by the Company’s Chief Executive Officer and Chief Financial Officer during their certification process for the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q about the results of their evaluation of the effectiveness of disclosure controls and any significant deficiencies in the design or operation of the Company’s internal controls over financial reporting and any fraud involving management or other employees who have a significant role in the Company’s internal controls over financial reporting; | |
(v) to review and discuss the Company’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies; | |
(vi) to review and discuss guidelines and policies governing the process by which senior management of the Company assess and manage the Company’s exposure to risk, and to discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; | |
(vii) to obtain from the independent auditors assurance that the audit was conducted in a manner consistent with Section 10A of the Exchange Act, which sets forth certain procedures to be followed in any audit of financial statements required under the Exchange Act; | |
(viii) to discuss with the Company’s legal counsel any significant legal, compliance or regulatory matters that may have a material effect on the financial statements or the Company’s business, financial statements or compliance policies, including material notices to or inquiries received from governmental agencies; | |
(ix) to review and approve all related party transactions of the Company; | |
(x) to establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of the Company or its subsidiaries of concerns regarding questionable accounting or auditing matters; | |
(xi) to ensure the Company maintains an effective internal audit function to provide management and the Committee with ongoing assessments of the Company’s internal control, risk management and related processes; | |
(xii) to review the activities, budget, charter and staffing of the internal audit function, evaluate the performance of the internal auditors (who shall be accountable to, and report directly to, the Committee); and | |
(xiii) to review with the Head of Internal Audit (or person performing a similar function) the scope and plan for conducting internal audits, and discuss with the Head of Internal Audit (or person performing a similar function) summaries of significant issues raised during the performance of internal audits (and the related responses from management). |
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3. With respect to reporting and recommendations, |
(i) to prepare any report or other disclosures, including any recommendation of the Committee, required by the rules of the Commission to be included in the Company’s annual proxy statement or annual report on Form 10-K; | |
(ii) to conduct an annual self-evaluation of the performance of the Committee, including its effectiveness and compliance with the Committee’s charter; | |
(iii) to review and reassess the adequacy of the Committee’s charter at least annually and recommend any proposed changes to the full Board for approval; and | |
(iv) to report regularly to the full Board any issues that arise with respect to the quality and integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the performance and independence of the independent auditors, the performance of the internal audit function or any other matters the Committee deems appropriate or the Board requests. The Committee’s report to the Board may take the form of an oral report by the Chairman or by any other member of the Committee designated by the Committee to make this report. |
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76 PITTS BAY ROAD
HAMILTON HM 08, BERMUDA
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PROXY FOR ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD ANNUAL GENERAL MEETING OF SHAREHOLDERS NOVEMBER 29, 2006 THE SUBMISSION OF THIS PROXY, IF PROPERLY EXECUTED, REVOKES ALL PRIOR PROXIES. | Please mark your votes like this | x |
FOR | WITHHOLD AUTHORITY | |||||
A. | To elect the nominees listed as the Class III Directors of the Company to serve until the Company’s Annual General Meeting in 2009 or until their successors are duly elected and qualified or their office is otherwise vacated. | o | o | |||
Nominees:Scott A. Carmilani, James F. Duffy, Bart Friedman | ||||||
(To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) | ||||||
IF THIS PROXY IS EXECUTED AND RETURNED BUT NO INDICATION IS MADE AS TO WHAT ACTION IS TO BE TAKEN, IT WILL BE DEEMED TO CONSTITUTE A VOTE FOR EACH OF THE NOMINEES AND EACH OF THE PROPOSALS SET FORTH ON THE REVERSE OF THIS PROXY. |
FOR | WITHHOLD AUTHORITY | |||||
B. | To approve certain individuals as Eligible Subsidiary Directors of certain of the Company’s non-U.S. subsidiaries. | o | o | |||
Allied World Assurance Holdings (Ireland) Ltd | ||||||
Nominees:Scott A. Carmilani, Wesley D. Dupont, Michael I.D. Morrison, John T. Redmond | ||||||
Allied World Assurance Company (Europe) Limited | ||||||
Nominees:J. Michael Baldwin, Scott A. Carmilani, John Clifford, Hugh Governey, Michael I.D. Morrison, John T. Redmond | ||||||
Allied World Assurance Company (Reinsurance) Limited | ||||||
Nominees:J. Michael Baldwin, Scott A. Carmilani, John Clifford, Hugh Governey, Michael I.D. Morrison, John T. Redmond |
(To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) | ||||||||
C. | To appoint Deloitte & Touche as the Company’s independent auditors to serve until the Company’s annual general meeting in 2007. | FOR o | AGAINST o | ABSTAIN o | ||||
D. | In their discretion the proxies are authorized to vote upon such other business as may properly come before the meeting or any postponement or adjournment thereof. |
PROXY NUMBER:
Signature | Signature | Date | , 2006. | |||||||||||
NOTE: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. |