Current Report


Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 4, 2006
RAM Holdings Ltd.
(Exact name of registrant as specified in its charter)
         
Bermuda
(State or other jurisdiction
of incorporation)
  001-32864
(Commission
File Number)
  Not Applicable
(I.R.S. Employer
Identification No.)
RAM Re House
46 Reid Street
Hamilton HM 12 Bermuda

(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (441) 296-6501
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURES
EX-99.1: LETTER FROM MR. MICHAEL MILLER
EX-99.2: PRESS RELEASE


Table of Contents

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b)   On May 4, 2006, Mr. Michael J. Miller submitted a letter to the Board of Directors tendering his resignation from the Board of Directors effective immediately. Mr. Miller’s resignation was expected, as disclosed in the Company’s Registration Statement on Form S-1 for its initial public offering. Affiliates of CIVC Partners, of which Mr. Miller is a principal, sold a substantial portion of their shares of the Company in the initial public offering.
(d)   On May 9, 2006, on recommendation of the Nominating and Corporate Governance Committee of the Company, the Board of Directors of the Company appointed Mr. Conrad Voldstad to fill the vacancy created by the resignation of Mr. Miller. Mr. Voldstad will serve as a Director until the next Annual General Meeting of the shareholders of the Company, when it is expected that he will be placed on the ballot for election by the shareholders. The Board also determined that Mr. Voldstad is an independent director under the requirements of the Nasdaq National Market. Mr. Voldstad has not been named to serve on any committees of the Board of Directors at this time. Mr. Voldstad will be compensated for service on the Board of Directors in the same manner as the other “unaffiliated directors.” Mr. Voldstad will receive a retainer of $30,000 per year and $1,500 per board meeting for service on the Board of Directors of the Company. In connection with his appointment to the Board of Directors, Mr. Voldstad was granted options to purchase 13,000 of the Company’s common shares under the 2006 Equity Plan of the Company.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
     (c) Exhibits
     
Exhibit    
Number   Description
99.1
  Letter from Mr. Michael Miller, dated May 4, 2006
 
   
99.2
  Press Release dated May 9, 2005

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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.
         
  RAM Holdings Ltd.
(Registrant)
 
 
Dated: May 9, 2006  By:     /s/ Vernon M. Endo    
  Name:   Vernon M. Endo   
  Title:   President and Chief Executive Officer   

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Exhibit 99.1
RAM Holdings Ltd.
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
May 4, 2006
Dear Sirs,
I, Michael J. Miller hereby tender my resignation as a Director of RAM Holdings Ltd. effective today, May 4, 2006.
Yours faithfully,
         
Signed:
  /s/ Michael J. Miller
 
Michael J. Miller
   

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Exhibit 99.2
RAM Holdings Ltd.
RAM Reinsurance Company Ltd.
46 Reid Street, Hamilton Bermuda
www.ramre.com
PRESS INFORMATION FOR IMMEDIATE RELEASE
May 9, 2006
RAM HOLDINGS LTD. APPOINTS CONRAD VOLDSTAD TO BOARD OF DIRECTORS
Hamilton, Bermuda, May 9, 2006 — RAM Holdings Ltd. (Nasdaq National Market: RAMR) announced today that its Board of Directors, on recommendation of the Nominating and Corporate Governance Committee, appointed Conrad Voldstad to fill a vacancy on the Board of Directors created by the resignation of Michael J. Miller, which was expected as disclosed in the Company’s Registration Statement on Form S-1.
Welcoming Mr. Voldstad to the Board, Mr. Vernon M. Endo, Chief Executive Officer and President of the Company said, “Connie brings to the Board a wealth of experience in the structured finance and global fixed income capital markets, where financial guaranty products play an increasingly important role. We believe his perspective and unique insight will add an important dimension to the Board discussion.”
Mr. Voldstad’s career includes over ten years at Merrill Lynch & Co. where he held several senior management positions, including Co-Head of Debt Capital Markets from 1997 – 1998 and Head of European Debt Markets from 1995 — 1997. From 1998 to 1999, he was a member of the Oversight Committee of Merrill Lynch & Co. that liquidated the assets and positions of Long Term Capital. In 2001, Mr. Voldstad became a founder and Principal of New Jersey based Arlington Hill Investment Management, LLC, which manages a fixed income hedge fund. In addition, Mr. Voldstad is a founder, advisor, and director of Pallium Investment Management, a start-up investment management company majority owned by the Bank of Montreal that intends to be involved in the credit derivatives market. Mr. Voldstad has a J.D. degree from Fordham University and an MBA from Dartmouth College. Mr. Voldstad is a member of the Board of Overseers, Amos Tuck School, Dartmouth College. Mr. Voldstad will serve as a Director until the next Annual General Meeting of the Company, when it is expected that he will be placed on the ballot for election by the shareholders.
On May 4, 2006, Mr. Miller submitted a letter to the Board of Directors tendering his resignation from the Board of Directors effective immediately. Mr. Miller’s resignation was expected, as disclosed in the Company’s Registration Statement on Form S-1 for its initial public offering. Affiliates of CIVC Partners, of which Mr. Miller is a principal, sold a substantial portion of their shares of the Company in the initial public offering. Mr. Endo said, “We certainly appreciate Mike’s contributions during his four years on the Board, including his participation on the Compensation and Pricing Committees. We are also grateful for the support provided by CIVC, one of our original shareholders, which has enabled our Company to develop from a start up to a significant participant in the financial guaranty reinsurance market.”
RAM Holdings Ltd. is a Bermuda-based holding company. Its operating subsidiary RAM Reinsurance Company Ltd. provides financial guaranty reinsurance for U.S. and international public finance and structured finance transactions. More information can be found at www.ramre.com.
Contact Information:
Vernon M. Endo
Chief Executive Officer
441-298-2105
vendo@ramre.bm
Victoria Guest
General Counsel
441-298-2116
vguest@ramre.bm

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