Amended Statement of Ownership: Solicitation (sc 14d9/a)
July 16 2014 - 12:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
ASPEN
INSURANCE HOLDINGS LIMITED
(Name of Subject Company)
ASPEN INSURANCE HOLDINGS LIMITED
(Name of Person(s) Filing Statement)
ORDINARY
SHARES, PAR VALUE 0.15144558¢ PER SHARES
(Title of Class of Securities)
G05384105
(CUSIP Number
of Class of Securities)
Michael Cain
Patricia Roufca
141
Front Street
Hamilton HM 19
Bermuda
Telephone:
(441) 295-8201
Facsimile: (441) 295-1829
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications
on Behalf of the Person(s) Filing Statement)
With copies to:
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Michael Groll, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New
York, NY 10019-6099
Telephone: (212) 728-8616
Facsimile: (212) 728-9616
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Joseph D. Ferraro, Esq.
Willkie Farr & Gallagher (UK) LLP
CityPoint
1 Ropemaker
Street
London, UK EC2Y 9AW
Telephone: +44 203 580 4707
Facsimile: +44 203 580 4800
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Daniel A. Neff, Esq.
Gregory E. Ostling, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New
York, NY 10019
Telephone: (212) 403-1218
Facsimile: (212) 403-2218
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 9 to Schedule 14D-9 amends and supplements the Schedule 14D-9 originally
filed by Aspen Insurance Holdings Limited, a Bermuda exempted company (
Aspen
or the
Company
), with the Securities and Exchange Commission on June 17, 2014 (as amended from time to time, the
Statement
). Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
Except
as otherwise noted below, no changes are being made to the Statement.
Item 9. Exhibits
Item 9 is hereby amended and supplemented by adding the following exhibits:
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Exhibit No.
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Description
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(a)(26)
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Press release issued by the Company on July 16, 2014 relating to the shareholder recommendations by Glass, Lewis & Co., LLC
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(a)(27)
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Communication sent by the Company to employees on July 16, 2014 regarding proxy voting materials and procedures
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(a)(28)
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Communication sent by the Company to employees on July 16, 2014 regarding the press release dated July 16, 2014
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete,
and correct.
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ASPEN INSURANCE HOLDINGS LIMITED
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By:
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/s/ Michael Cain
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Name:
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Michael Cain
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Title:
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Group General Counsel
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Dated: July 16, 2014
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