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): MARCH 22, 2005 ASPEN INSURANCE HOLDINGS LIMITED (Exact name of registrant as specified in its charter) BERMUDA 001-31909 NOT APPLICABLE (State or other jurisdiction (Commission (I.R.S. of incorporation) File Number) Identification No.) VICTORIA HALL 11 VICTORIA STREET HAMILTON HM 11 BERMUDA (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (441) 295-8201 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS We are filing an underwriting agreement in connection with the public offering of 6,450,000 of our ordinary shares by certain of our shareholders pursuant to a prospectus supplement that we filed with the Securities and Exchange Commission (the "SEC") on March 24, 2005. The prospectus supplement relates to the prospectus included in a registration statement (File No. 333-122571) (the "Registration Statement") filed on Form F-3 with the SEC on February 4, 2005. The Registration Statement was declared effective on March 3, 2005. We hereby incorporate by reference the underwriting agreement into the Registration Statement. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following exhibit is filed as part of this report: 1.1 Underwriting Agreement, dated March 22, 2005, among the Company, the selling shareholders, Credit Suisse First Boston LLC and Deutsche Bank Securities Inc., as representatives of the underwriters. 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. ASPEN INSURANCE HOLDINGS LIMITED (Registrant) Dated: March 24 , 2005 By: /s/ Julian Cusack ------------------------------------ Name: Julian Cusack Title: Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------------- 1.1 Underwriting Agreement, dated March 22, 2005, among the Company, the selling shareholders, Credit Suisse First Boston LLC and Deutsche Bank Securities Inc., as representatives of the underwriters.
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Filed: 24 Mar 05, 12:00am