Security Capital Assurance Ltd - Amended Statement of Ownership (SC 13G/A)
August 20 2008 - 5:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No.2)
Under the
Securities Exchange Act of 1934
Security
Capital Assurance Ltd
(now
named Syncora Holdings Ltd)
(Name of
Issuer)
Common
Shares, par value $0.01 per share
(Title of
Class of Securities)
(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
0
(see Item 4)
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
0
(see Item 4)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
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)
0%
(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
0
(see Item 4)
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
0
(see Item 4)
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
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)
0%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
Item
1(a).
|
Name
of Issuer:
|
Security
Capital Assurance Ltd (now named Syncora Holdings 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 no longer the record owner of
any 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 0*
(ii) XL
Insurance (Bermuda) Ltd 0
|
*
|
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). and reduced the
amount beneficially owned by XL Capital Ltd to 30,069,049 Common Shares
which were owned by XL Insurance (Bermuda)
Ltd.
|
|
On
August 5, 2008, all 30,069,049 Common Shares were transferred to an
unrelated third party as part of the consideration given in respect of a
Master Commutation, Release and Restructuring Agreement among XL Capital
Ltd; XL Insurance (Bermuda) Ltd; XL Reinsurance America Inc.; X.L. Global
Services, Inc.; XL Services (Bermuda) Ltd and X.L. America, Inc.; and
Security Capital Assurance Ltd; XL Financial Assurance Ltd.; XL Capital
Assurance Inc.; XL Financial Administrative Services Inc.; SCA Bermuda
Administrative Ltd.; XL Capital Assurance (U.K.) Limited; and Certain
Portfolio Trusts that are Affiliates of XL Capital Assurance Inc. and
Counterparties to Credit Default Swap Agreements with XL Capital Assurance
Inc. and Affiliates of XL Capital Assurance Inc. dated as of July 28,
2008. The transaction referred to is more fully described in the Form 8-K
filed on July 28, 2008 by XL Capital
Ltd.
|
(b) Percent
of class:
(i) XL Capital Ltd 0%
(ii) XL
Insurance (Bermuda) Ltd 0%
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
sole
power to vote or to direct
|
|
(ii)
|
shared
power to vote or to direct
|
|
(iii)
|
sole
power to dispose or to direct
|
|
(iv)
|
shared
power to dispose or to direct
|
|
XL
Insurance (Bermuda) Ltd
|
|
Number
of shares as to which such person
has:
|
|
(i)
|
sole
power to vote or to direct
|
|
(ii)
|
shared
power to vote or to direct
|
|
(iii)
|
sole
power to dispose or to direct
|
|
(iv)
|
shared
power to dispose or to direct
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following
x
.
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: August
20, 2008
XL
CAPITAL LTD
By:
/s/ Kirstin R.
Gould
Name: Kirstin
R
omann Gould
Title: Secretary
XL
INSURANCE (BERMUDA) LTD
By:
/s/ Kirstin R.
Gould
Name: Kirstin
Romann Gould
Title: Secretary
Stellus Capital Investment (NYSE:SCA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Stellus Capital Investment (NYSE:SCA)
Historical Stock Chart
From Jul 2023 to Jul 2024