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AFSI > SEC Filings for AFSI > Form 8-K on 7-Jun-2013All Recent SEC Filings

Show all filings for AMTRUST FINANCIAL SERVICES, INC. | Request a Trial to NEW EDGAR Online Pro



Termination of a Material Definitive Agreement, Other Events

Item 1.02 Termination of a Material Definitive Agreement.

On June 6, 2013, AmTrust Financial Services, Inc. and its wholly-owned subsidiary, AmTrust International Insurance, Ltd. (together, the "Company"), National General Holdings Corp. ("NGHC"), The Michael Karfunkel 2005 Grantor Retained Annuity Trust and Michael Karfunkel terminated the Stockholders Agreement among the parties dated as of October 16, 2009, as amended (the "Stockholders Agreement") in connection with the completion of a transaction by NGHC. Pursuant to the Stockholders Agreement, the Company had pre-emptive rights with respect to any future issuances of securities by NGHC and the Company's conversion rights of its Series A Preferred Stock of NGHC were subject to customary anti-dilution protections. In addition, the Company had the right to appoint two members to NGHC's board of directors, which, as of December 31, 2012, consisted of five members. Subject to certain limitations, NGHC's board of directors could not take any action at a meeting without at least one Company director in attendance, and NGHC could not take certain corporate actions without the approval of a majority of NGHC's board of directors (including the two Company directors).

Item 8.01 Other Events.

On June 5, 2013, the Company converted its 53,054 shares of Series A Preferred Stock of NGHC into 42,958 shares of NGHC common stock, par value $0.01 per share, which became 12,295,430 shares of common stock after NGHC effected a 286.22:1 stock split on June 6, 2013. In addition, on June 5, 2013, NGHC declared the Company's cumulative dividend of approximately $12.2 million on the Series A Preferred Stock payable through that date.

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