TRIAD GUARANTY INC FILES (8-K) Disclosing Bankruptcy or Receivership, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
Edgar Online, Inc. |
Item 1.03. Bankruptcy or Receivership.
(a)
On
TGIC's Board of Directors has consented to the Order of Rehabilitation. Upon entry of the Order of Rehabilitation by the court, the Director of the Department is vested with possession and control over TGIC, and the Company will cease to have any oversight or authority over TGIC and its business affairs.
A copy of the Company's press release announcing the Administrative Order and the Complaint for Rehabilitation is attached hereto as Exhibit 99.1 and incorporated by reference herein. A copy of the Administrative Order issued by the Department is attached hereto as Exhibit 99.2 and incorporated by reference herein. A copy of the Verified Complaint for Rehabilitation with a Finding of Insolvency filed by the Department with the
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b)
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year. (a)
On
The Amendment revised Article III, Section 1 of the Bylaws to provide that the number of directors serving on the Company's Board may be as few as one.
The foregoing is a summary of the Amendment and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
--------------------------------------------------------------------------------
Forward-Looking Statements
Certain of the statements contained in this Current Report on Form 8-K are "forward-looking statements" and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and beliefs concerning economic, regulatory and operational developments and typically are identified by use of terms such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "continue" and similar words, although some forward-looking statements are expressed differently. These forward-looking statements are subject to change, uncertainty and circumstances that are, in many instances, beyond our control and they have been made based upon our current expectations and beliefs concerning future developments and their potential effect on us. Actual developments and their results could differ materially from those expected by us, depending on the outcome of a number of factors, including our ability to continue as a going concern and other relevant factors described in Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended
Forward-looking statements are based upon our current expectations and beliefs concerning future events and we undertake no obligation to update or revise any forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made, except as required by the federal securities laws. Any forward-looking statements that are made are current only as of the date on which we filed this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit Number Description Exhibit 3.1 Amendment to Bylaws ofTriad Guaranty Inc. , effectiveDecember 11, 2012 Exhibit 99.1Triad Guaranty Inc. Press Release datedDecember 11, 2012 . Exhibit 99.2 Administrative Order of theIllinois Department of Insurance datedDecember 11, 2012 . Exhibit 99.3 Verified Complaint for Rehabilitation with a Finding of Insolvency againstTriad Guaranty Insurance Corporation andTriad Guaranty Assurance Corporation , as filed by theIllinois Department of Insurance with theCircuit Court ,Chancery Division of Cook County, Illinois onDecember 11, 2012 . Exhibit 99.4 Order of Rehabilitation datedDecember 11, 2012 .
--------------------------------------------------------------------------------
Wordcount: | 780 |
Advisor News
Annuity News
Health/Employee Benefits News
Life Insurance News