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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) - June 25, 2004
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PLATINUM UNDERWRITERS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 001-31341 98-0416483
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
THE BELVEDERE BUILDING HM 08
69 PITTS BAY ROAD (Zip Code)
PEMBROKE, BERMUDA
(Address of principal executive offices)
(441) 295-7195
(Registrant's telephone number, including area code)
N/A
(Former name or address, if changed since last report)
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Item 5. Other Events and Regulation FD Disclosure
Platinum Underwriters Holdings, Ltd. (the "Company") is filing herewith
the Underwriting Agreement among the Company, St. Paul Fire and Marine Insurance
Company ("Fire and Marine") and The St. Paul Travelers Companies, Inc. ("St.
Paul"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the
underwriter, in connection with the sale by Fire and Marine of 6,000,000 common
shares of the Company pursuant to a prospectus supplement of the Company that
was filed with the Securities and Exchange Commission on June 28, 2004.
Following consummation of the sale, St. Paul will continue to own
options to acquire 6,000,000 common shares of the Company with an exercise
price of $27.00 per share. Mr. Jay Fishman, Chief Executive Officer of St.
Paul, will remain a member of the Board of Directors of the Company following
the consummation of the sale.
On June 25, 2004, the Company issued a press release announcing the sale
by Fire and Marine of 6,000,000 common shares of the Company. Attached hereto as
Exhibit 99.1 is a copy of the press release.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 1.1 Underwriting Agreement, dated June 25, 2004, between the Company
and St. Paul Fire and Marine Insurance Company and The St. Paul
Travelers Companies, Inc., and Merrill Lynch, Pierce, Fenner &
Smith Incorporated as the underwriter.
Exhibit 99.1 Press release dated June 25, 2004.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Platinum Underwriters Holdings, Ltd. has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
PLATINUM UNDERWRITERS HOLDINGS, LTD.
By: /s/ Michael E. Lombardozzi
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Michael E. Lombardozzi
Executive Vice President,
General Counsel and
Secretary
Date: June 28, 2004
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Exhibit Index
Exhibit
Number Description
1.1 Underwriting Agreement, dated June 25, 2004, between the Company and
St. Paul Fire and Marine Insurance Company and The St. Paul
Travelers Companies, Inc., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated as the underwriter.
99.1 Press release dated June 25, 2004.