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): November 1, 2005
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TRIAD GUARANTY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22342 56-1838519
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State or Other Commission I.R.S. Employer
Jurisdiction of File Number Identification Number
Incorporation
101 SOUTH STRATFORD ROAD
WINSTON-SALEM, NORTH CAROLINA 27104
(Address of principal executive offices) (Zip Code)
(336) 723-1282
(Registrant's telephone number,
including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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:
/ /Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/ /Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/ /Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/ /Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 3-SECURITIES AND TRADING MARKETS
ITEM 3.02-UNREGISTERED SHARES OF EQUITY SECURITIES
As previously reported in the Triad Guaranty Inc. (the "Company") Form 8-K filed
on November 2, 2005, the Company completed a transaction with Collateral
Investment Corp. ("CIC") in which CIC transferred all of its 2,573,551 shares of
the Company's common stock to the Company in exchange for 2,528,514 newly issued
shares of the Company's common stock. The 2,573,551 shares transferred by CIC
were subsequently retired by the Company, resulting in a reduction of
outstanding shares of the Company of 45,037. CIC plans to liquidate and
distribute the newly issued Company shares to the CIC shareholders.
The newly issued shares were issued by the Company in reliance upon the
exemption provided by section 3(a)(9) of the Securities Act of 1933, as amended
("Securities Act") as an exchange of its common shares with its existing common
stockholders of the Company where no commission or other remuneration was paid
or given directly or indirectly for soliciting such exchange.
The distribution of the newly issued shares of Company common stock to the CIC
shareholders upon liquidation of CIC will be made in reliance on section 2(a)(3)
under the Securities Act as not an "offer to sell" or "sale" of securities
within the meaning of that section of the Securities Act. The Division of
Corporate Finance of the Securities and Exchange Commission (the "Commission")
issued its letter dated August 12, 2005 stating that on the basis of the
representations made it will not recommend enforcement action to the Commission
if CIC effects the proposed distribution without registration under the
Securities Act.
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 hereunto duly authorized.
Triad Guaranty Inc.
Date: November 4, 2005 By: /s/ Kenneth S. Dwyer
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Name: Kenneth S. Dwyer
Title: Vice President and Chief
Accounting Officer