-----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, KV/IXyjENzw7L6GGE6PdYAE2XwzJMF44iI/QNhkM6EsKYx4/LOOLYPRWDTJDtFgc 7Bowg/WgfcORQ9zQvpc7Hg== 0000902561-05-000101.txt : 20050316 0000902561-05-000101.hdr.sgml : 20050316 20050316165438 ACCESSION NUMBER: 0000902561-05-000101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050314 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: 20050316 DATE AS OF CHANGE: 20050316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSURED GUARANTY LTD CENTRAL INDEX KEY: 0001273813 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32141 FILM NUMBER: 05686150 MAIL ADDRESS: STREET 1: 30 WOOD BOURNE AVE CITY: HAMILTON BERMUDA STATE: D0 ZIP: 0000 FORMER COMPANY: FORMER CONFORMED NAME: AGR LTD DATE OF NAME CHANGE: 20040122 FORMER COMPANY: FORMER CONFORMED NAME: AGC HOLDINGS LTD DATE OF NAME CHANGE: 20031218 8-K 1 form8k.txt _______________________________________________________________________________ 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)--March 14, 2005 ________________ ASSURED GUARANTY LTD. (Exact name of registrant as specified in its charter) ________________ Bermuda 001-32141 98-0429991 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) ________________ Assured Guaranty Ltd. 30 Woodbourne Avenue Hamilton HM 08 Bermuda (Address of principal executive offices) Registrant's telephone number, including area code: (441) 296-4004 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)) (Former name or former address, if changed since last report) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On March 14, 2005, Mr. Kramer submitted a letter to the Board of Directors stating that he will retire from the Board of Directors upon the expiration of his term. His term expires at the upcoming annual general meeting of shareholders to be held on May 5, 2005. The Nominating and Governance Committee will recommend that, commencing May 5, 2005, Walter Scott serve as Chairman of the Board, subject to approval by the Board of Directors at its meeting immediately following the annual general meeting. Mr. Kramer also serves as Chairman of the Finance Committee. A successor to that position will be selected at the Board meeting that immediately follows the annual general meeting. Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit Number Description ------- ----------- 99.1 Letter from Mr. Kramer, dated March 15, 2005 (received on March 14, 2005) 99.2 Press Release dated March 16, 2005 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 thereunto duly authorized. ASSURED GUARANTY LTD. By: /s/ James M. Michener -------------------------- James M. Michener General Counsel and Secretary DATE: March 16, 2005 EX-99.1 2 ex-991.txt Exhibit 99.1 March 15, 2005 Neil Baron Chairman Criterion Research Group, LLC 317 Madison Avenue Suite 210 New York, New York 10017 Dear Neil: I am writing to you in your capacity as Chairman of the Corporate Governance Committee of Assured Guaranty Ltd. The purpose of this letter is to inform you that I do not intend to stand for re-election to the Board of Directors of Assured Guaranty Ltd. With the expiration of my term I will retire from the Board. Very truly yours, Donald Kramer Chairman of the Board Assured Guaranty Ltd. cc: AGC Board Members, James Michener EX-99.2 3 ex-992.txt Exhibit 99.2 Assured Guaranty Ltd. 30 Woodbourne Avenue Hamilton HM 08 Bermuda 441-296-4004 www.assuredguaranty.com Press Release Donald Kramer to Retire as Chairman of the Board of Assured Guaranty Hamilton, Bermuda, March 16, 2005 - Assured Guaranty Ltd. (NYSE: AGO) today announced that Donald Kramer will retire as director and Chairman of the Board of Assured Guaranty Ltd. at the expiration of his current term on May 5, 2005. Assured Guaranty's Nominating and Governance Committee will recommend Walter Scott to be elected Chairman of the Board at the Company's next meeting of the Board of Directors. Dominic Frederico, Assured Guaranty's CEO, stated, "Don is a premier insurance and financial services executive and we thank him for his service and dedication as Chairman through Assured Guaranty's IPO and first year as a publicly traded company." Donald Kramer has been non-executive Chairman of the Board of Assured Guaranty since December 2003. In addition, Donald Kramer has served as Executive, Office of the President & Chief Executive Officer for ACE Limited, since May 2004. Prior to his current position at ACE, he served as Vice Chairman of ACE Limited following its acquisition of Tempest Re in 1996. Walter Scott currently serves as a Director and the Chairman of the Compensation Committee of Assured Guaranty Ltd. Mr. Scott served as the President, Chairman and Chief Executive Officer of ACE Limited from 1989 to 1994. He managed ACE through many significant moments in its history, most notably the initial public offering of ACE Limited shares and the acquisition of Corporate Officers & Directors Assurance Ltd. Assured Guaranty Ltd. is a Bermuda-based holding company. Its operating subsidiaries provide credit enhancement products to the U.S. and international public finance, structured finance and mortgage markets. More information can be found at www.assuredguaranty.com. Contact Information: Sabra Purtill Senior Vice President, Investor Relations and Strategic Planning 212-408-6044 441-278-6665 spurtill@assuredguaranty.com Christopher McNamee Assistant Vice President, Investor Relations 212-261-5509 cmcnamee@assuredguaranty.com -----END PRIVACY-ENHANCED MESSAGE-----