form8k.htm
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): August 18,
2008
Flagstone
Reinsurance Holdings Limited
(Exact
name of registrant as specified in its charter)
Bermuda
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001-33364
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98-0481623
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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23
Church Street, Hamilton HM 11, Bermuda
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(Address
of principal executive offices; zip code)
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Registrant’s
telephone number, including area code: (441)
278-4300
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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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01. REGULATION FD DISCLOSURE
On August
18, 2008, Flagstone Reinsurance Holdings Limited (the “Company”) issued a press
release announcing its decision to restructure its global reinsurance operations
by merging its two wholly owned subsidiaries, Flagstone Reinsurance Limited, a
Bermuda reinsurance company, and Flagstone Réassurance Suisse
SA, a Swiss reinsurance company, into one operating platform, which will be
Flagstone Réassurance Suisse
SA with its existing Bermuda branch. The change in corporate
structure will not result in any change of management or corporate control, nor
will there be any changes to the Company's Board of
Directors. The Flagstone reinsurance platform remains under the
ownership and control of the Company, a NYSE-listed and SEC-regulated company.
The Company is a Bermuda company and will remain in Bermuda. The
restructuring is subject to various regulatory approvals and rating agency
affirmation of ratings. A copy of the press release is attached as
Exhibit 99.1 to this Form 8-K. This Form 8-K and Exhibit 99.1
hereto are being furnished to the Securities and Exchange Commission (the “SEC”)
pursuant to Item 7.01 of Form 8-K and are therefore not to be considered “filed”
with the SEC.
Exhibit No.
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Description
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99.1 |
Press
release, dated August 18, 2008, announcing the restructuring of the
global reinsurance operations of Flagstone Reinsurance Holdings
Limited.
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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 thereunto
duly authorized.
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FLAGSTONE
REINSURANCE HOLDINGS LIMITED
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Date:
August 18, 2008
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By:
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/s/ James
O’Shaughnessy |
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Name:
James O’Shaughnessy |
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Title:
Chief Financial Officer |
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EXHIBIT
INDEX
Exhibit No.
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Description
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99.1 |
Press
release, dated August 18, 2008, announcing the restructuring of the
global reinsurance operations of Flagstone Reinsurance Holdings
Limited.
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