UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2005
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TRIAD GUARANTY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22342 56-1838519
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State or Other Commission I.R.S. Employer
Jurisdiction of File Number Identification Number
Incorporation
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 13c-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 8-OTHER EVENTS
ITEM 8.01-OTHER EVENTS
Triad Guaranty Inc. (the "Company") announced on November 2, 2005 that the
transaction with Collateral Investment Corp. ("CIC"), previously announced on
May 18, 2005 and described in a Form 8-K filed by the Company on May 20, 2005,
has been completed. In the transaction, CIC, which holds approximately 17.4% of
the outstanding common stock of Triad, transferred all of its 2,573,551 shares
of Triad common stock to the Company in exchange for 2,528,514 newly issued
shares of Triad common stock, representing a discount of approximately 1.75% to
the Company. CIC plans to liquidate and distribute the newly issued Company
shares to the CIC shareholders. As a result, the CIC shareholders will have
direct ownership of the Company shares rather than an indirect interest through
CIC, thereby allowing shareholders to obtain liquidity for their Company shares
on a restricted basis over time.
The Company's press release announcing the completion of this transaction is
incorporated herein by reference and is filed as an exhibit to this Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number 99.1 -- Text of the Press Release Dated November 2, 2005.
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: November 2, 2005 By: /s/ Kenneth S. Dwyer
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Name: Kenneth S. Dwyer
Title: Vice President and Chief
Accounting Officer