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Filing Details

Accession Number:
0000902664-19-001289
Form Type:
13D Filing
Publication Date:
2019-02-25 17:20:44
Filed By:
Voce Capital
Company:
Argo Group International Holdings Ltd. (NYSE:ARGO)
Filing Date:
2019-02-25
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
VOCE CAPITAL MANAGEMENT 0 1,903,469 0 1,903,469 1,903,469 5.8%
VOCE CAPITAL 0 1,903,469 0 1,903,469 1,903,469 5.8%
J. DANIEL PLANTS 0 1,903,469 0 1,903,469 1,903,469 5.8%
Filing
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Argo Group International Holdings, Ltd.

(Name of Issuer)
 

Common Shares, par value $1.00 per share

(Title of Class of Securities)
 

G0464B107

(CUSIP Number)
 

J. Daniel Plants

Voce Capital Management LLC

600 Montgomery Street, Suite 4400

San Francisco, California 94111

(415) 489-2600

 
with a copy to:

Aneliya Crawford, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

February 25, 2019

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

 

 

1

NAME OF REPORTING PERSON

VOCE CAPITAL MANAGEMENT LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

California, United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,903,469

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,903,469

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,903,469

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 

 

1

NAME OF REPORTING PERSON

VOCE CAPITAL LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,903,469

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,903,469

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,903,469

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8%

14

TYPE OF REPORTING PERSON

OO

         

 

 

 

1

NAME OF REPORTING PERSON

J. DANIEL PLANTS

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,903,469

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,903,469

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,903,469

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 4, 2019 (the “Original Schedule 13D,” together with this Amendment No. 1, the “Schedule 13D”) with respect to the common shares, $1.00 par value (the “Common Shares”) of Argo Group International Holdings, Ltd., a Bermuda exempted company limited by shares (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 4, 5 and 7 as set forth below.

 

Item 4. PURPOSE OF TRANSACTION
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  On February 25, 2019, a Voce Fund submitted to the Issuer a formal notice of its intention to present proposals at the 2019 annual general meeting of shareholders of the Issuer (the “Annual Meeting”) to remove four directors—Chairman Gary V. Woods, Hector De Leon, John R. Power, Jr. and Mural R. Josephson—from the Issuer’s Board and replace them with the following four nominees of the Reporting Persons: Carol A. McFate, Bernard C. Bailey, Rear Admiral Kathleen M. Dussault and Mr. Plants.
   
 

Also on February 25, 2019, Voce Capital Management distributed a letter to fellow members of the Issuer outlining a history of misuse of corporate assets by the Issuer's CEO resulting in value destruction for both the Issuer and its shareholders. The Reporting Persons are deeply concerned that the Board has failed to hold the CEO and management accountable for these misuses. Concurrent with the letter, Voce Capital Management issued a press release announcing, among other things, its intention to remove and replace four directors from the Board and containing a copy of the foregoing letter. A copy of such press release, including the full text of the letter, is attached hereto as Exhibit 2, and is incorporated herein by reference in its entirety.

   
Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
   
  (a) The aggregate percentage of Common Shares reported as beneficially owned by each person named herein is based upon approximately 32,961,000 Common Shares outstanding as of December 31, 2019, which is the total number of Common Shares outstanding as reported in the Issuer’s Form-8K filed with the Securities and Exchange Commission on February 11, 2019.
   
  As of the close of business on February 22, 2019, Voce Capital Management beneficially owned 1,903,469 Common Shares, constituting approximately 5.8% of the Common Shares outstanding. Voce Capital, as the sole managing member of Voce Capital Management, may be deemed to beneficially own the 1,903,469 Common Shares beneficially owned by Voce Capital Management, constituting approximately 5.8% of the Common Shares outstanding. Mr. Plants, as the sole managing member of Voce Capital, may be deemed to beneficially own the 1,903,469 Common Shares beneficially owned by Voce Capital Management, constituting approximately 5.8% of the Common Shares outstanding.
   
  As of the close of business on February 22, 2019, the Reporting Persons collectively beneficially owned an aggregate of 1,903,469 Common Shares, constituting approximately 5.8% of the Common Shares outstanding.

 

 

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
  Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
Exhibit Description
2 Press Release, dated February 25, 2019
   

 

 

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:  February 25, 2019  
   
  VOCE CAPITAL MANAGEMENT LLC
     
  By: Voce Capital LLC, its Managing Member
     
  By: /s/ J. Daniel Plants
    Name: J. Daniel Plants
    Title: Managing Member
     
     
  VOCE CAPITAL LLC
     
  By: /s/ J. Daniel Plants
    Name: J. Daniel Plants
    Title: Managing Member
   
   
  /s/ J. Daniel Plants
  J. Daniel Plants