Security Capital Assurance Ltd - Amended Statement of Ownership (SC 13G/A)
12 February 2008 - 8:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No.1)
Under the
Securities Exchange Act of 1934
Security
Capital Assurance Ltd
(Name of
Issuer)
Common
Shares, par value $0.01 per share
(Title of
Class of Securities)
G8018D107
(CUSIP
Number)
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant
to which
this Schedule is filed:
o
Rule
13d-1(b)
o
Rule
13d-1(c)
x
Rule
13d-1(d)
*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 the
disclosures provided in a prior cover page.
The
information required in 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).
CUSIP No.
G8018D107
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
XL
Capital Ltd
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
o
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|
5.
|
Sole
Voting Power
0
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
30,069,049
(see Item 4)
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
30,069,049
(see Item 4)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,069,049
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions)
o
|
11.
|
Percent
of Class Represented by Amount in Row (9)
46.8%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
XL
Insurance (Bermuda) Ltd
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
o
(b)
o
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Bermuda
|
|
5.
|
Sole
Voting Power
0
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
30,069,049
(see Item 4)
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
30,069,049
(see Item 4)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,069,049
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions)
o
|
11.
|
Percent
of Class Represented by Amount in Row (9)
46.8%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
Item
1(a).
|
Name
of Issuer:
|
Security
Capital Assurance Ltd (the “Issuer”)
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
26 Reid
Street
Hamilton
HM 11, Bermuda
Item
2(a).
|
Name
of Person Filing:
|
This
statement is filed jointly by each of the following persons pursuant to Rule
13d-1(k) promulgated by the Securities and Exchange Commission (the “SEC”) under
Section 13 of the Act:
(i) XL
Capital Ltd; and
(ii) XL Insurance (Bermuda) Ltd (collectively the “Reporting
Persons”).
XL
Insurance (Bermuda) Ltd, a Bermuda corporation, is the record owner of
30,069,049 shares of the Issuer’s common shares, par value $0.01 per share (the
“Common Shares”). XL Insurance (Bermuda) Ltd is a wholly owned
subsidiary of XL Capital Ltd, a Cayman Islands exempted company.
Item
2(b).
|
Address
of Principal Business Office:
|
|
The
Address of the Principal Business Office of each Reporting Person
is:
|
XL
House
One
Bermudiana Road
Hamilton
HM 11, Bermuda
(i) XL Capital Ltd — Cayman
Islands
(ii) XL Insurance (Bermuda) Ltd — Bermuda
Item
2(d).
|
Title
of Class of Securities:
|
Issuer’s
Common Shares, par value $0.01 per share.
G8018D107
(a) Amount
beneficially owned by each Reporting Person:
|
(i)
XL Capital Ltd
|
30,069,049*
|
|
(ii)
XL Insurance (Bermuda) Ltd
|
30,069,049
|
|
*
|
As
of August 4, 2006, the date of the completion of the Issuer’s initial
public offering and concurrent secondary offering by the Reporting
Persons, the Reporting Persons owned 40,696,471 of the Issuer’s Common
Shares which represented approximately a 63 percent economic interest in
the Issuer, adjusted for restricted share awards to the Issuer’s employees
and management made at the effective date of the initial public
offering. In June 2007, the Reporting Persons sold an
additional 10,627,422 Common Shares of the Issuer from their holdings
(including 947,400 Common Shares pursuant to the exercise of an
over-allotment option granted to underwriters). As of the date
hereof, the amount beneficially owned by XL Capital Ltd consists of the
30,069,049 Common Shares owned by XL Insurance (Bermuda)
Ltd.
|
(b) Percent
of class:
|
(i)
XL Capital Ltd
|
46.8%*
|
|
(ii)
XL Insurance (Bermuda) Ltd
|
46.8%*
|
|
*
|
These
figures are calculated based on 64,182,756
Common Shares issued
and outstanding as of November 13, 2007 (not including 1,119,057
restricted common shares issued to management as of September 30, 2007),
as reported in the Issuer’s Form 10-Q for the quarter ended September 30,
2007.
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i) sole
power to vote or to direct the vote:
|
0
|
|
(ii) shared
power to vote or to direct the vote:
|
30,069,049
**
|
|
(iii) sole
power to dispose or to direct the disposition
of:
|
0
|
|
(iv) shared
power to dispose or to direct the disposition
of:
|
30,069,049
|
|
|
|
XL
Insurance (Bermuda) Ltd
|
|
Number
of shares as to which such person
has:
|
|
(i) sole
power to vote or to direct the vote:
|
0
|
|
(ii) shared
power to vote or to direct the vote:
|
30,069,049
|
|
(iii) sole
power to dispose or to direct the disposition
of:
|
0
|
|
(iv) shared
power to dispose or to direct the disposition of:
|
30,069,049
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
Not
Applicable
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
Not
Applicable
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person:
|
See
Exhibit A hereto (incorporated by reference to Schedule 13G filed with the
Commission May 11, 2007).
Item
8.
|
Identification
and Classification of Members of the
Group:
|
See
Exhibit A hereto (incorporated by reference to Schedule 13G filed with the
Commission May 11, 2007).
Item
9.
|
Notice
of Dissolution of Group:
|
Not
Applicable
Not
Applicable
SIGNATURES
After
reasonable 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.
Dated: February
11
, 2008
XL
CAPITAL LTD
|
|
By:
/s/
Kirstin Romann Gould
|
Name: Kirstin
Romann Gould
Title: Secretary
|
|
|
XL
INSURANCE (BERMUDA) LTD
|
|
By:
/s/ Kirstin Romann
Gould
|
Name: Kirstin
Romann Gould
Title: Secretary
|
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