8-K 1 file001.htm FORM 8-K

                                  UNITED STATES
                             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): February 8, 2006


                              PRIMUS GUARANTY, LTD.
             (Exact name of registrant as specified in its charter)

            BERMUDA                        001-32307            NOT REQUIRED
(State or other jurisdiction of           (Commission         (I.R.S. Employer
 incorporation or organization)           File Number)       Identification No.)

                                 CLARENDON HOUSE
                                 2 CHURCH STREET
                             HAMILTON HM 11, BERMUDA
               (Address of principal executive offices) (Zip 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 (see General Instruction A.2. below):

     [ ] 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))


         On February 8, 2006, Primus Guaranty, Ltd. issued a press release
announcing operating results for the quarter ended December 31, 2005. A copy of
the press release is furnished as Exhibit 99.1 to this Current Report. This
exhibit shall not be deemed to be "filed" for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended, and shall not be incorporated
by reference in any filing under the Securities Act of 1933, as amended.

         Statements in the press release referred to above that are not
historical facts are forward-looking and based on management's projections,
assumptions and estimates; actual results may vary materially. Forward-looking
statements are subject to certain risks and uncertainties, which include but are
not limited to: fluctuations in the economic, credit, interest rate or foreign
currency environment in the United States (U.S.) and abroad; the level of
activity within the national and international credit markets; competitive
conditions and pricing levels; legislative and regulatory developments;
technological developments; changes in tax laws; changes in international or
national political or economic conditions, including any terrorist attacks; and
uncertainties that have not been identified at this time. Further factors
concerning financial risks and results are contained in our 10-K filed with the
Securities and Exchange Commission. Such statements are made pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995
and identify important risk factors that could cause our actual results to
differ materially from those expressed in any projected, estimated or
forward-looking statements relating to Primus Guaranty.

         Consequently, all of the forward-looking statements made in the press
release referred to above are qualified by these cautionary statements, and
there can be no assurance that the actual results or developments anticipated by
Primus Guaranty will be realized or, even if substantially realized, that they
will have the expected consequences to, or effects on, Primus Guaranty or its
business or operations. Primus Guaranty assumes no obligation to update publicly
any such forward-looking statements, whether as a result of new information,
future events or otherwise.


(c) Exhibits.

Exhibit No.       Description
-----------       -----------

99.1              Press Release dated February 8, 2006 issued by the Registrant


         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.

                                      PRIMUS GUARANTY, LTD.

                                      By: /s/ Richard Claiden
                                          Richard Claiden
                                          Chief Financial Officer
                                          (Duly Authorized Officer and Principal
                                          Financial Officer)

Dated: February 13, 2006

                                Index to Exhibits

Exhibit No.       Description
-----------       -----------

99.1              Press Release dated February 8, 2006 issued by the Registrant