8-KCorporate ChangesOther EventsExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K Report, Bylaw Amendment (May 24, 2006)

Filed May 24, 2006For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed this Form 8-K on May 24, 2006, to report on significant corporate actions related to its recently completed public offering of 5,000,000 Series B Non-Cumulative Preferred Shares. The filing formally adopts a Certificate of Designation for these preferred shares, outlining their terms, including a 7.875% dividend rate and a $25.00 liquidation preference. This action is a standard procedural step following the offering to legally establish the rights and privileges associated with the new preferred stock. Furthermore, the report details the initial dividend declarations for the Series B Preferred Shares. Dividends were declared for two partial periods, covering May 24, 2006, through June 30, 2006, and July 1, 2006, through August 14, 2006. These dividends, totaling approximately $2.27 million, are scheduled to be paid on August 15, 2006, to shareholders of record as of August 1, 2006. Investors should note that these are non-cumulative preferred shares, meaning any missed dividend payments are not carried forward.

Key Highlights

  • 1Arch Capital Group Ltd. filed a Form 8-K on May 24, 2006.
  • 2The filing formally adopted a Certificate of Designation for the Series B Non-Cumulative Preferred Shares.
  • 35,000,000 Series B Non-Cumulative Preferred Shares were issued with a 7.875% dividend rate and a $25.00 liquidation preference.
  • 4The company declared initial dividends for the Series B Non-Cumulative Preferred Shares for partial periods.
  • 5Total declared dividends for the initial periods amount to approximately $2,269,531.
  • 6Dividends are payable on August 15, 2006, to shareholders of record as of August 1, 2006.
  • 7The Series B Preferred Shares are non-cumulative.

Frequently Asked Questions

This Form 8-K reports on the formal adoption of the Certificate of Designation for Arch Capital Group Ltd.'s Series B Non-Cumulative Preferred Shares, following their recent public offering. It also announces the initial dividend declarations for these preferred shares.

The Series B Non-Cumulative Preferred Shares have a dividend rate of 7.875% per annum, a liquidation preference of $25.00 per share, and are non-cumulative, meaning any missed dividend payments are not carried forward.

The declared dividends for the partial periods ending June 30, 2006, and August 14, 2006, are scheduled to be paid on August 15, 2006, to shareholders of record as of August 1, 2006.

'Non-cumulative' means that if the company's Board of Directors decides not to declare a dividend for a particular dividend period, that missed dividend is forfeited and will not accrue. It does not need to be paid in the future, unlike cumulative preferred dividends.