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
May 14, 2014
Date of report (Date of earliest event reported)
Universal Insurance Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-33251 |
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65-0231984 |
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of incorporation or organization) |
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(Commission file number) |
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(IRS Employer
Identification No.) |
1110 W. Commercial Blvd., Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices)
Registrant’s telephone number, including area
code: (954) 958-1200
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 (see General Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
On May 14, 2014, Universal Insurance Holdings, Inc. (“Company”) announced
that it repurchased in the open market 83,100 shares of the Company’s common stock at an average price of $11.99 per share using cash on hand. On the same day, the Company also announced that its Board of Directors authorized the repurchase of
up to an additional $2,000,000 of outstanding common stock in the open market through June 14, 2014.
On May 19, 2014, the Company announced
that, pursuant to its previously announced repurchase program, it repurchased in the open market 163,466 shares of common stock at an average price of $12.19 per share using cash on hand.
The May 14, 2014 and May 19, 2014 press releases are attached to this report as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by
reference.
| ITEM 9.01 |
Financial Statements and Exhibits. |
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Description |
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| 99.1 |
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Press release dated May 14, 2014 |
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| 99.2 |
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Press release dated May 19, 2014 |
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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, hereunto duly authorized.
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| Date: May 19, 2014 |
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UNIVERSAL INSURANCE HOLDINGS, INC. |
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/s/ Frank W. Wilcox |
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Frank W. Wilcox |
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Chief Financial Officer |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Universal Insurance Holdings, Inc. Announces Completion of $1 Million
Share Repurchase
Board
Authorizes Additional $2 Million Share Repurchase Program Over Next 30 Days
Fort Lauderdale, FL, May 14, 2014 - Universal Insurance Holdings,
Inc. (NYSE: UVE) announced today that it repurchased 83,100 shares of the Company’s common stock at an average price of $11.99 per share through the open market. The Company financed the share repurchase using cash on hand. In addition, the
Company announced that its Board of Directors authorized an additional repurchase program under which the Company can repurchase up to $2 million of outstanding shares of its common stock through June 14, 2014.
“We are encouraged by our strong first quarter results and the continued execution of our focused growth strategy,” said Sean P. Downes, the
Company’s Chairman, President and Chief Executive Officer. “The share repurchase and new repurchase authorization demonstrate our longstanding commitment to deploy capital to enhance value for our shareholders, and underscore our
confidence in the Company’s strong financial position and long-term growth prospects.”
Share repurchases may be made by the Company from time
to time in open market transactions at prevailing market prices and are subject to relevant rules under the Securities Act of 1934, as amended (the “Exchange Act”). The Company will also effect repurchase transactions in compliance with
Rule 10b-18 under the Exchange Act and the Company’s insider trading policy. The share repurchase program will be funded with the Company’s cash from operations.
About Universal Insurance Holdings, Inc.
Universal
Insurance Holdings, Inc., with its wholly-owned subsidiaries, is a vertically integrated insurance holding company performing all aspects of insurance underwriting, distribution and claims. Universal Property & Casualty Insurance Company
(UPCIC), a wholly-owned subsidiary of the Company, is one of the leading writers of homeowners insurance in Florida and is now fully licensed and has commenced its operations in North Carolina, South Carolina, Hawaii, Georgia, Massachusetts and
Maryland. American Platinum Property and Casualty Insurance Company, also a wholly-owned subsidiary, currently writes homeowners multi-peril insurance on Florida homes valued in excess of $1 million, which are limits and coverages currently not
targeted through its affiliate UPCIC. For additional information on the Company, please visit our investor relations website at www.universalinsuranceholdings.com.
Forward-Looking Statements and Risk Factors
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words
“believe,” “expect,” “anticipate,” and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Such statements may include commentary on plans, products and lines
of business, marketing arrangements, reinsurance programs and other business developments and assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or
quantified. Future results could differ materially from those described and the Company undertakes no obligation to correct or update any forward-looking statements. For further information regarding risk factors that could affect the Company’s
operations and future results, refer to the Company’s reports filed with the Securities and Exchange Commission, including the Form 10-K for the year ended December 31, 2013 and the Form 10-Q for the quarter ended March 31, 2014.
Investor Contact:
Andy Brimmer / Mahmoud Siddig
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Exhibit 99.2
FOR IMMEDIATE RELEASE
Universal Insurance Holdings, Inc. Announces Completion of $2 Million
Share Repurchase
Fort Lauderdale, FL,
May 19, 2014 - Universal Insurance Holdings, Inc. (NYSE: UVE) announced today that it repurchased 163,466 shares of common stock at an average price of $12.19 per share through the open market, pursuant to the Board authorized share
repurchase program announced on May 14, 2014. The Company financed the share repurchase using cash on hand.
“The swift completion of our share
repurchase program demonstrates our proactive approach to driving shareholder value,” said Sean P. Downes, the Company’s Chairman, President and Chief Executive Officer. “We believe that our healthy balance sheet and confidence in our
long-term prospects provide us with the flexibility to capitalize on market opportunities while continuing to execute on our strategic growth initiatives.”
About Universal Insurance Holdings, Inc.
Universal
Insurance Holdings, Inc., with its wholly-owned subsidiaries, is a vertically integrated insurance holding company performing all aspects of insurance underwriting, distribution and claims. Universal Property & Casualty Insurance Company
(UPCIC), a wholly-owned subsidiary of the Company, is one of the leading writers of homeowners insurance in Florida and is now fully licensed and has commenced its operations in North Carolina, South Carolina, Hawaii, Georgia, Massachusetts and
Maryland. American Platinum Property and Casualty Insurance Company, also a wholly-owned subsidiary, currently writes homeowners multi-peril insurance on Florida homes valued in excess of $1 million, which are limits and coverages currently not
targeted through its affiliate UPCIC. For additional information on the Company, please visit our investor relations website at www.universalinsuranceholdings.com.
Forward-Looking Statements and Risk Factors
This press
release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” and similar expressions identify
forward-looking statements, which speak only as of the date the statement was made. Such statements may include commentary on plans, products and lines of business, marketing arrangements, reinsurance programs and other business developments and
assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future results could differ materially from those described and the Company
undertakes no obligation to correct or update any forward-looking statements. For further information regarding risk factors that could affect the Company’s operations and future results, refer to the Company’s reports filed with the
Securities and Exchange Commission, including the Form 10-K for the year ended December 31, 2013 and the Form 10-Q for the quarter ended March 31, 2014.
Investor Contact:
Andy Brimmer / Mahmoud Siddig
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
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