UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM 8-K/A
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 7, 2007
Argo Group International Holdings,
Ltd.
(Exact name of registrant as
specified in its charter)
| Bermuda | 1-15259 | 98-0214719 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 110 Pitts Bay Road | P.O. Box HM 1282 | |
| Pembroke HM 08 | Hamilton HM FX | |
| Bermuda | Bermuda | |
| (Address, Including Zip Code, | ||
| of Principal Executive Offices) | (Mailing Address) | |
Registrant’s telephone number, including area code: (441) 296-5858
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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
This Amendment No. 1 to Form 8-K is being filed to amend the current report on Form 8-K filed by Argo Group International Holdings, Ltd. (“Argo Group”) on August 7, 2007 to include the financial statements and pro forma financial information previously omitted in accordance with Item 9.01 of Form 8-K.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Argo Group hereby incorporates by reference the audited financial statements of PXRE Group Ltd. (the acquired person for accounting purposes) appearing at pages F-1 through F-46 of PXRE Group Ltd.’s Annual report on Form 8-K for the year ended December 31, 2006 and Item 9A of such Form 10-K.
(b) Pro Forma Financial Information
The pro forma financial information required by this item is filed as Exhibit 99.1 hereto and incorporated by reference herein.
(d) Exhibits
23.1 Consent of KPMG LLP, independent registered public accounting firm for PXRE Group Ltd.
99.1 Preliminary Unaudited Pro Forma Condensed Combined Financial Statements
SIGNATURE
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.
| ARGO GROUP INTERNATIONAL HOLDINGS, LTD. | |||
| By: | /s/ Robert P. Myron | ||
| Dated: October 23, 2007 | Name: Robert P. Myron | ||
| Title: Executive Vice President and Chief Financial Officer | |||