As filed with the Securities and Exchange Commission on June [15], 2009

Registration No. 333-158264

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

IPC HOLDINGS, LTD.

(Exact Name of Registrant as Specified in Its Charter)

 

Bermuda

   6311    Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(IRS Employer

Identification Number)

American International Building

29 Richmond Road

Pembroke HM 08

Bermuda

(441) 298-5100

     

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 590-9200

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

     

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

     
       
   Copies to:   

Andrew S. Rowen, Esq.

Melissa Sawyer, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

  

Sarene A. Bourdages, Esq.

Executive Vice President and

General Counsel

Max Capital Group Ltd.

Max House

2 Front Street, Hamilton HM 11 Bermuda

(441) 295-8800

 

  

Kerry E. Berchem, Esq.

Jeffrey L. Kochian, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

(212) 872-1000

       

Approximate date of commencement of proposed sale of securities to the public: As soon as practicable after the date hereof and upon completion of the amalgamation described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.     ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer   x         Accelerated filer   ¨         Non-accelerated filer   ¨         Smaller reporting company   ¨

 

 

 


Explanatory Note

IPC Holdings, Ltd. (the “ Company ”) is filing this post-effective amendment (this “ Amendment ”) to deregister 39,253,617 common shares of the Company, par value $0.01 per share (“ Common Shares ”) previously registered for issuance under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-4 (Commission File No. 333-158264), which was filed with the Securities and Exchange Commission (the “ Commission ”) on March 27, 2009, and as amended on April 13, 2009, April 28, 2009, and May 4, 2009 (the “ Registration Statement ”) in connection with the Agreement and Plan of Amalgamation, dated as of March 1, 2009, and amended on March 5, 2009 (the “ Amalgamation Agreement ”), between the Company, IPC Limited and Max Capital Group Ltd.

On June 12, 2009, the Amalgamation Agreement was terminated. As a result, the Company has not issued and will not issue the Common Shares pursuant to the Registration Statement and hereby removes from registration the 39,253,617 Common Shares registered pursuant to the Registration Statement.

 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Pembroke, Bermuda on the 15th day of June, 2009.

 

IPC HOLDINGS, LTD.

By :

  /s/ James P. Bryce

Name:

  James P. Bryce

Title:

  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

*

    
Kenneth L. Hammond    Chairman of the Board of Directors   June 15, 2009

/s/ James P. Bryce

    
James P. Bryce    President and Chief Executive Officer   June 15, 2009

*

    
John R. Weale    Executive Vice President, Chief Financial Officer and principal accounting officer   June 15, 2009

*

    
Mark R. Bridges    Director   June 15, 2009

*

    
Michael J. Cascio    Director   June 15, 2009

*

    
Peter S. Christie    Director   June 15, 2009


*

     
L. Anthony Joaquin    Director    June 15, 2009

*

     
Antony P.D. Lancaster    Director    June 15, 2009

*

     
Donald J. Puglisi, Puglisi & Associates    Authorized Representative in the United States    June 15, 2009

 

* By James P. Bryce as attorney-in-fact
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