-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KdfTekdDnw3xTwJVdw1hSC8uJDT2hBtMzHXCFI5ClZyEZcotNj67qvllQ9aMlwr1 AJV4R5bhEw9ON2Ow0PZxeA== 0001299933-08-001916.txt : 20080410 0001299933-08-001916.hdr.sgml : 20080410 20080410163547 ACCESSION NUMBER: 0001299933-08-001916 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080407 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080410 DATE AS OF CHANGE: 20080410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AMERICA INDEMNITY, LTD CENTRAL INDEX KEY: 0001263813 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50511 FILM NUMBER: 08750329 BUSINESS ADDRESS: STREET 1: PO BOX 908GT STREET 2: GEORGE TOWN, GRAND CAYMAN ISLAND CITY: GEORGE TOWN STATE: E9 ZIP: 99999 BUSINESS PHONE: 345-949-0100 MAIL ADDRESS: STREET 1: PO BOX 908GT STREET 2: GEORGE TOWN, GRAND CAYMAN ISLAND CITY: GEORGE TOWN STATE: E9 ZIP: 99999 FORMER COMPANY: FORMER CONFORMED NAME: UNITED NATIONAL GROUP LTD DATE OF NAME CHANGE: 20030915 8-K 1 htm_26618.htm LIVE FILING United America Indemnity, Ltd. (Form: 8-K)  

 


UNITED STATES
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

     
Date of Report (Date of Earliest Event Reported):   April 7, 2008

United America Indemnity, Ltd.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Cayman Islands 000-50511 98-0417107
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands   None
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (345) 949-0100

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of our Chief Financial Officer

On April 7, 2008, Kevin L. Tate resigned as our Senior Vice President and Chief Financial Officer effective May 15, 2008. On April 10, 2008, we issued a press release announcing Mr. Tate's resignation.

Appointment of Interim Chief Financial Officer

Effective May 15, 2008, Thomas M. McGeehan will become our Interim Chief Financial Officer. Mr. McGeehan, 50, is currently our Vice President and Corporate Controller. He joined our predecessor companies in May 2001 as Vice President and Controller from Colonial Penn Insurance Company, a subsidiary of General Electric Financial Insurance, where he worked from 1985 until 2001, ultimately serving as Assistant Vice President Finance / Marketing & Accounting. Mr. McGeehan received a Bachelor’s of Business Administration from Temple University; a Master of Business Administration from La Salle University; and a Master of Taxation from Villanova University.

There are no understandings or a rrangements pursuant to which Mr. McGeehan was selected as Interim Chief Financial Officer. There are no related party transactions between United America Indemnity, Ltd. and Mr. McGeehan reportable under Item 404(a) of Regulation S-K.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated April 10, 2008.






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.

         
    United America Indemnity, Ltd.
          
April 10, 2008   By:   Kevin L. Tate
       
        Name: Kevin L. Tate
        Title: Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release dated April 10, 2008.
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

(UAI Logo)
Press Release

         
For Release:
  April 10, 2008  
Contacts:
  Financial
Larry Frakes
(610) 660-6847
lfrakes@uaigroupinc.com
  Media
Christine Tassoni
(610) 660-6814
ctassoni@uaigroupinc.com

UNITED AMERICA INDEMNITY APPOINTS THOMAS M. McGEEHAN
INTERIM CHIEF FINANCIAL OFFICER EFFECTIVE MAY 15, 2008

George Town, Grand Cayman, Cayman Islands, April 10, 2008 – United America Indemnity, Ltd. (NASDAQ: INDM) (UAI) today announced the appointment of Thomas M. McGeehan, Vice President and Corporate Controller, as Interim Chief Financial Officer effective May 15, 2008. Kevin L. Tate, the current CFO, will continue to serve in his current position until that date in order to provide for an orderly transition as well as to oversee the filing of the Company’s quarterly financials.

Mr. Tate, who has served as CFO since September 2003, tendered his resignation on April 7, 2008, and indicated he wanted to pursue other opportunities. Mr. Tate has been with UAI or its predecessor companies since 1984, serving in a variety of financial roles throughout the past two decades.

The Company will commence a process to name his successor, which will include a review of both internal and external candidates.

Mr. McGeehan was appointed UAI’s Corporate Controller in September 2005 and became a Vice President in February 2006. He joined UAI’s predecessor companies in May 2001 as Vice President and Controller from Colonial Penn Insurance Company, a subsidiary of General Electric Financial Insurance, where he worked from 1985 until 2001, ultimately serving as Assistant Vice President Finance / Marketing & Accounting. Mr. McGeehan received a Bachelor’s of Business Administration from Temple University; a Master of Business Administration from La Salle University; and a Master of Taxation from Villanova University.

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“We are pleased to have Tom assume this interim role as he already oversees our public company financial filings and our investments,” said Larry Frakes, President and Chief Executive Officer of UAI. “Tom’s detailed knowledge of UAI coupled with his extensive financial expertise will allow UAI to maintain our financial and fiscal discipline while the search process for Kevin’s successor is underway.”

Mr. Frakes, commenting on Mr. Tate, said, “Kevin has been a valuable member of our senior management team for 24 years and has been a trusted advisor to me since I became CEO. He has established a world-class finance department and implemented processes and controls that will continue to support our company’s business strategy and growth in the years to come. We thank Kevin for his many contributions and wish him all the best.”

“It has been a privilege to serve as UAI’s CFO as the company has grown and expanded,” said Mr. Tate. “I’m proud of how much we’ve accomplished during the past two decades. I’m confident that the company will continue to prosper under Larry’s leadership and look forward to watching UAI’s progress as I move onto the next chapter of my life.”

About United America Indemnity, Ltd.

United America Indemnity, Ltd. (Nasdaq: INDM), through its several direct and indirect wholly owned subsidiary insurance and reinsurance companies, is a national and international provider of excess and surplus lines and specialty property and casualty insurance and reinsurance, both on an admitted and nonadmitted basis. The Company’s four principal divisions include:

    Penn-America Group, which distributes its property and casualty products to small commercial businesses through a select network of general agents with specific binding authority.  

    United National Group, which distributes its program and professional lines products through program administrators with specific binding authority.  

    Diamond State Group, which distributes its property, casualty and professional lines products through wholesale brokers.  

    Wind River Reinsurance Company, Ltd., a Bermuda based treaty and facultative reinsurer of excess and surplus lines and specialty property and casualty insurance.  

For more information, visit the United America Indemnity, Ltd. Website at www.uai.ky.

Forward-Looking Information
This release contains forward-looking information about United America Indemnity, Ltd. and the operations of United America Indemnity, Ltd. that is intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of the transactions, and statements about the future performance, operations, products and services of the companies.

The business and operations of United America Indemnity, Ltd. is and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: (1) the ineffectiveness of United America Indemnity, Ltd.’s business strategy due to changes in current or future market conditions; (2) the effects of competitors’ pricing policies, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products; (3) greater frequency or severity of claims and loss activity than United America Indemnity, Ltd.’s underwriting, reserving or investment practices have anticipated; (4) decreased level of demand for United America Indemnity, Ltd.’s insurance products or increased competition due to an increase in capacity of property and casualty insurers; (5) risks inherent in establishing loss and loss adjustment expense reserves; (6) uncertainties relating to the financial ratings of United America Indemnity, Ltd.’s insurance subsidiaries; (7) uncertainties arising from the cyclical nature of United America Indemnity, Ltd.’s business; (8) changes in United America Indemnity, Ltd.’s relationships with, and the capacity of, its general agents; (9) the risk that United America Indemnity, Ltd.’s reinsurers may not be able to fulfill obligations; (10) investment performance and credit risk; and (11) uncertainties relating to governmental and regulatory policies. The foregoing review of important factors should be read in conjunction with the other cautionary statements that are included in United America Indemnity, Ltd.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as well as in the materials filed and to be filed with the U.S. Securities and Exchange Commission (SEC). United America Indemnity, Ltd. does not make any commitment to revise or update any forward-looking statements in order to reflect events or circumstances occurring or existing after the date any forward-looking statement is made.

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