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
July 6, 2001
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Date of Report (Date of earliest event reported)
Arch Capital Group Ltd.
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(Exact name of registrant as specified in its charter)
Bermuda 0-26456 N/A
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
20 Horseneck Lane, Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(203) 862-4300
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 22, 2001, Arch Capital Group Ltd., a Bermuda corporation ("ACGL"),
acquired all of the capital stock of Altus Holdings, Ltd., ("ALTUS"), a Cayman
Islands company, that it did not already own, pursuant to a reorganization
agreement (the "Reorganization Agreement") dated as of March 23, 2001, by and
among Altus, ACGL and the other shareholders of Altus, for a purchase price of
approximately $38.9 million. The purchase price consisted of approximately $38.5
million in cash and 24,200 ACGL Common Shares issued to employee shareholders
continuing in management positions. Prior to the acquisition, ACGL owned a 27.9%
minority interest in Altus' common stock.
Following the transaction, Altus' name was changed to Arch Risk Transfer
Services Ltd. Arch Risk Transfer Services Ltd., through its wholly owned
subsidiaries, including First American Insurance Company, an admitted insurer
with licenses in 49 states, provides insurance and alternative risk transfer
services through rent-a-captive and other facilities. The conformed executed
copy of the Reorganization Agreement and the press releases relating to the
transaction are filed as exhibits to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impractical to provide the required financial statements of Altus at
the time of filing of this Report. It is anticipated that such financial
statements will be filed by amendment as soon as practicable but in no event
later than 60 days following the date on which this Report must be filed.
(b) PRO FORMA FINANCIAL INFORMATION.
It is impractical to provide the required financial information with respect
to Altus at the time of filing of this Report. It is anticipated that such
financial information will be filed by amendment as soon as practicable but in
no event later than 60 days following the date on which this Report must be
filed.
(c) EXHIBITS.
10.1. Reorganization Agreement, dated as of March 23, 2001, by and among
Altus Holdings, Ltd., The Trident Partnership, L.P., TRYCO II, Ltd.,
Marsh & McLennan Risk Capital Holdings, Ltd., Glenn L. Ballew, David
G. May and Arch Capital Group Ltd.
99.1. Press Release, dated March 23, 2001.
99.2. Press Release, dated June 22, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ARCH CAPITAL GROUP LTD.
Date: July 6, 2001 By: /s/ Debra M. O'Connor
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Debra M. O'Connor
Senior Vice President, Controller and
Treasurer