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 12, 2005
TRIAD GUARANTY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22342 56-1838519
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
101 SOUTH STRATFORD ROAD
WINSTON-SALEM, NORTH CAROLINA 27104
(Address of principal executive offices) (zip code)
(336) 723-1282
(Registrant's telephone number, including area code)
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))
SECTION 1-REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01-ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
By an agreement entered into between Triad Guaranty Inc. (the "Company") and Mr.
Mark K. Tonnesen on September 12, 2005, the Company is employing Mr. Mark
Tonnesen as President and Chief Executive Officer of the Company and its
subsidiary, Triad Guaranty Insurance Corporation, replacing the retiring Daryl
W. Thompson.
During the term of his employment agreement, the Company will pay Mr. Tonnesen
an annual salary of $450,000. During each year that this agreement is in effect,
the Company will review possible increases in salary at least annually, with any
such increases subject to the determination of the Board. In addition to his
annual salary, Mr. Tonnesen is eligible to receive an annual bonus. For calendar
year 2005, the cash bonus is $200,000, and for calendar year 2006, the cash
bonus shall not be less than $450,000. The term of the employment agreement
begins September 14, 2005 and extends through September 30, 2008, and thereafter
for successive six month periods unless either party gives appropriate notice of
nonrenewal. A copy of the employment agreement and a related document is filed
with this report as exhibit 10.32 and incorporated herein by reference.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On September 13, 2005, the Company issued a press release stating that Darryl W.
Thompson, President and Chief Executive Officer, would retire from Triad
Guaranty Inc. and its subsidiary, Triad Guaranty Insurance Corporation,
effective September 13, 2005. The Company and Mr. Thompson have agreed that Mr.
Thompson's employment as President and Chief Executive Officer and his
employment agreement with respect thereto, be terminated effective as of
September 13, 2005. Mr. Thompson also has retired from his position as a
director of the Company effective September 13, 2005. Mr. Thompson has been
appointed by the board as director emeritus and will continue to serve the
Company in a consulting capacity as a part time employee. A copy of the press
release dated September 13, 2005 announcing Mr. Thompson's retirement and the
appointment of Mr. Mark K. Tonnesen as President and Chief Executive Officer is
attached as Exhibit 99.1 and incorporated herein by reference.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
The Company has issued a press release announcing the appointment of Mr. Mark K.
Tonnesen to the position of President and Chief Executive Officer effective
September 14, 2005. Mr. Tonnesen has also been elected as a director of the
Company effective the same date. A brief description of the terms of Mr.
Tonnesen's employment agreement are described under Item 1.01 above with the
agreement attached as Exhibit 10.32 and incorporated herein by reference.
Effective on September 13, 2005, Mr. Darryl W. Thompson has retired from his
position as President, Chief Executive Officer and a director of the Company.
Mr. Tonnesen, 54, comes to the Company with numerous years of senior management
experience in the financial services and banking industry. He has been with the
Royal Bank of Canada, Toronto, since 1997, where he held a number of positions,
including Vice Chairman & Chief Financial Officer, RBC Insurance and Executive
Vice President, Card Services and Point of Sale. Previously, he was associated
with Banc One Corporation, Columbus, Ohio, from 1987 to 1997, where he served in
a variety of senior positions, including Chief Development Officer, and
President, Banc One Credit Card Services Company. While in Canada, Mr. Tonnesen
also served as Chair of the Visa Canada Board of Directors and Acxsys, the owner
of Interac, the national debit network of Canada. In addition, he served on the
Board of Directors and Executive Committee of Visa International and the
Advisory Board of HNC.
There are no family relationships between Mr. Tonnesen and directors or
executive officers of the Company, and Mr. Tonnesen has not had any material
interest in any transactions with the Company. A copy of the press release
announcing Mr. Tonnesen's appointment is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
Exhibit Number 10.32-- Employment Agreement and Related Document
between Triad Guaranty, Inc. and Mr. Mark K. Tonnesen.
Exhibit Number 99.1 -- Text of the Press Release Dated September 13,
2005 announcing Darryl W. Thompson's retirement and Mr. Mark K.
Tonnesen's appointment.
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.
Triad Guaranty Inc.
Date: September 16, 2005 By: /s/Kenneth S. Dwyer
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Name: Kenneth S. Dwyer
Title: Chief Accounting Officer