- Post-Effective Amendment to Registration Statement (POS AM)
16 Junho 2009 - 7:01AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June [15], 2009
Registration No. 333-158264
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IPC HOLDINGS, LTD.
(Exact Name of
Registrant as Specified in Its Charter)
|
|
|
|
|
Bermuda
|
|
6311
|
|
Not Applicable
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(IRS Employer
Identification Number)
|
|
|
|
American International Building
29 Richmond Road
Pembroke HM 08
Bermuda
(441) 298-5100
|
|
|
|
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 590-9200
|
|
|
|
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
|
|
|
|
(Name, address, including zip code, and telephone number, including area code, of agent for service)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Copies to:
|
|
|
Andrew S. Rowen, Esq.
Melissa Sawyer, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York
10004
(212) 558-4000
|
|
Sarene A. Bourdages, Esq.
Executive Vice President and
General Counsel
Max Capital Group Ltd.
Max House
2 Front Street, Hamilton HM 11 Bermuda
(441) 295-8800
|
|
Kerry E. Berchem, Esq.
Jeffrey L. Kochian, Esq.
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New
York, New York 10036
(212) 872-1000
|
|
|
|
|
|
Approximate date of commencement of proposed sale of securities to the public:
As soon as practicable after
the date hereof and upon completion of the amalgamation described in the enclosed document.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.
¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (check
one):
Large accelerated filer
x
Accelerated
filer
¨
Non-accelerated filer
¨
Smaller reporting
company
¨
Explanatory Note
IPC Holdings, Ltd. (the
Company
) is filing this post-effective amendment (this
Amendment
) to deregister 39,253,617 common shares of the Company, par value $0.01 per share
(
Common Shares
) previously registered for issuance under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-4 (Commission File No. 333-158264), which was filed with the Securities and
Exchange Commission (the
Commission
) on March 27, 2009, and as amended on April 13, 2009, April 28, 2009, and May 4, 2009 (the
Registration Statement
) in connection with the Agreement
and Plan of Amalgamation, dated as of March 1, 2009, and amended on March 5, 2009 (the
Amalgamation Agreement
), between the Company, IPC Limited and Max Capital Group Ltd.
On June 12, 2009, the Amalgamation Agreement was terminated. As a result, the Company has not issued and will not issue the Common Shares pursuant
to the Registration Statement and hereby removes from registration the 39,253,617 Common Shares registered pursuant to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the city of Pembroke, Bermuda on the 15th day of June, 2009.
|
|
|
IPC HOLDINGS, LTD.
|
|
|
By
:
|
|
/s/ James P. Bryce
|
Name:
|
|
James P. Bryce
|
Title:
|
|
President and Chief Executive Officer
|
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment
no. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Kenneth L. Hammond
|
|
Chairman of the Board of Directors
|
|
June 15, 2009
|
|
|
|
/s/ James P. Bryce
|
|
|
|
|
James P. Bryce
|
|
President and Chief Executive Officer
|
|
June 15, 2009
|
|
|
|
*
|
|
|
|
|
John R. Weale
|
|
Executive Vice President, Chief Financial Officer and principal accounting officer
|
|
June 15, 2009
|
|
|
|
*
|
|
|
|
|
Mark R. Bridges
|
|
Director
|
|
June 15, 2009
|
|
|
|
*
|
|
|
|
|
Michael J. Cascio
|
|
Director
|
|
June 15, 2009
|
|
|
|
*
|
|
|
|
|
Peter S. Christie
|
|
Director
|
|
June 15, 2009
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
L. Anthony Joaquin
|
|
Director
|
|
June 15, 2009
|
|
|
|
*
|
|
|
|
|
Antony P.D. Lancaster
|
|
Director
|
|
June 15, 2009
|
|
|
|
*
|
|
|
|
|
Donald J. Puglisi, Puglisi & Associates
|
|
Authorized Representative in the United States
|
|
June 15, 2009
|
*
|
By James P. Bryce as attorney-in-fact
|
Ipc Holdings, Limited - Common Shares (MM) (NASDAQ:IPCR)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Ipc Holdings, Limited - Common Shares (MM) (NASDAQ:IPCR)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024