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Item 1.03. Bankruptcy or Receivership.
On December 11, 2012, Triad Guaranty Inc. (the "Company") announced that the
Illinois Department of Insurance (the "Department") has issued an Administrative
Order recommending that the Company's mortgage insurer subsidiary, Triad
Guaranty Insurance Corporation ("TGIC"), be placed into rehabilitation, whereby
the Department will take possession and control over all of the assets and
liabilities of TGIC. Also on December 11, 2012, the Department filed a
Complaint for Rehabilitation with a Finding of Insolvency with the Circuit
Court, Chancery Division of Cook County, Illinois requesting that the court
enter an Order of Rehabilitation with respect to TGIC, which Order was granted.
TGIC's Board of Directors has consented to the Order of Rehabilitation. Upon
entry of the Order of Rehabilitation by the court, the Director of the
Department is vested with possession and control over TGIC, and the Company will
cease to have any oversight or authority over TGIC and its business affairs.
A copy of the Company's press release announcing the Administrative Order and
the Complaint for Rehabilitation is attached hereto as Exhibit 99.1 and
incorporated by reference herein. A copy of the Administrative Order issued by
the Department is attached hereto as Exhibit 99.2 and incorporated by reference
herein. A copy of the Verified Complaint for Rehabilitation with a Finding of
Insolvency filed by the Department with the Circuit Court, Chancery Division of
Cook County, Illinois is attached hereto as Exhibit 99.3 and incorporated by
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On December 10, 2012, H. Lee Durham, Jr., Deane W. Hall, and Kenneth W. Jones
notified the Company of their resignation from the Board of Directors (the
"Board") of the Company, effective Friday, December 14, 2012. Mr. Jones will
continue to serve as the Company's President and Chief Executive Officer.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On December 11, 2012, the Company's Board approved an amendment to the Bylaws of
the Company, as amended (the "Bylaws"), effective immediately (the "Amendment").
The Amendment revised Article III, Section 1 of the Bylaws to provide that the
number of directors serving on the Company's Board may be as few as one.
The foregoing is a summary of the Amendment and is qualified in its entirety by
reference to the Amendment, which is attached hereto as Exhibit 3.1 and
incorporated by reference herein.
Certain of the statements contained in this Current Report on Form 8-K are
"forward-looking statements" and are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These statements are
based upon our current expectations and beliefs concerning economic, regulatory
and operational developments and typically are identified by use of terms such
as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "potential," "continue" and similar words, although some
forward-looking statements are expressed differently. These forward-looking
statements are subject to change, uncertainty and circumstances that are, in
many instances, beyond our control and they have been made based upon our
current expectations and beliefs concerning future developments and their
potential effect on us. Actual developments and their results could differ
materially from those expected by us, depending on the outcome of a number of
factors, including our ability to continue as a going concern and other relevant
factors described in Item 1A, "Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2011 , as well as in other reports and
statements that we file with the Securities and Exchange Commission (the "SEC").
Forward-looking statements are based upon our current expectations and beliefs
concerning future events and we undertake no obligation to update or revise any
forward-looking statements to reflect the impact of circumstances or events that
arise after the date the forward-looking statements are made, except as required
by the federal securities laws. Any forward-looking statements that are made
are current only as of the date on which we filed this report.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number Description
Exhibit 3.1 Amendment to Bylaws of Triad Guaranty Inc., effective December 11,
Exhibit 99.1 Triad Guaranty Inc. Press Release dated December 11, 2012.
Exhibit 99.2 Administrative Order of the Illinois Department of Insurance dated
December 11, 2012.
Exhibit 99.3 Verified Complaint for Rehabilitation with a Finding of Insolvency
against Triad Guaranty Insurance Corporation and Triad Guaranty
Assurance Corporation, as filed by the Illinois Department of
Insurance with the Circuit Court, Chancery Division of Cook
County, Illinois on December 11, 2012.
Exhibit 99.4 Order of Rehabilitation dated December 11, 2012.