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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
31769P 10 0
-----------
(CUSIP Number)
Michael S. Paquette
Senior Vice President and Controller
Fund American Enterprises Holdings, Inc.
80 South Main Street
Hanover, NH 03755
(603) 640-2205
-----------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MAY 12, 1999
----------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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CUSIP NO. 31769P 10 0
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person
Fund American Enterprises Holdings, Inc. ("FAEH") 94-2708455
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(2) Check the Appropriate Box if a Member (a) _____________ of a Group (See
Instructions)
___________________________________(b)_______________
(3) (SEC Use Only)
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting ------------------------------
Person With (8) Shared Voting Power
8,020,807*
------------------------------
(9) Sole Dispositive Power
0
------------------------------
(10) Shared Dispositive Power
8,020,807*
------------------------------
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,020,807 shares*
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) Approximately 23.9%
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(14) Type of Reporting Person (See Instructions) HC, CO
- --------------------------------------------------------------------------------
* The reporting person owns no shares of record and beneficially owns (through
wholly-owned affiliates) 4,126,867 shares of common stock ("Common Stock") of
Financial Security Assurance Holdings Ltd. ("FSA"). The amounts shown in rows
(8), (10), (11) and (13) also include (i) 1,893,940 shares subject to an option
(the "Ten Year Option") and voting trust, and (ii) 2,000,000 shares of Series A
Convertible Redeemable Preferred Stock of FSA ("Preferred Stock"), convertible
at the option of the holder thereof into Common Stock, in each case as further
described herein.
CUSIP NO. 31769P 10 0
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
White Mountains Holdings, Inc. ("WMH") 51-0328932
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(2) Check the Appropriate Box if a Member (a) _____________ of a Group (See
Instructions)
___________________________________(b)_______________
(3) (SEC Use Only)
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(4) Source of Funds (See Instructions)
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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(6) Citizenship or Place of Organization Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned 0
by Each Reporting -------------------------------
Person With (8) Shared Voting Power
8,020,807*
-------------------------------
(9) Sole Dispositive Power
0
-------------------------------
(10) Shared Dispositive Power
8,020,807*
-------------------------------
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,020,807 shares*
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11) Approximately 23.9%
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(14) Type of Reporting Person (See Instructions) HC, CO
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* The reporting person owns no shares of record and beneficially owns (through
wholly-owned affiliates) 4,126,867 shares of Common Stock. The amounts shown in
rows (8), (10), (11) and (13) also include (i) 1,893,940 shares subject to the
Ten Year Option and voting trust and (ii) 2,000,000 shares of Preferred Stock,
convertible at the option of the holder thereof into Common Stock, in each case
as further described herein.
CUSIP NO. 31769P 10 0
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
Source One Mortgage Services Corporation ("SOMSC") 38-2011419
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(2) Check the Appropriate Box if a Member (a) _____________ of a Group (See
Instructions)
___________________________________(b)_______________
(3) (SEC Use Only)
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(4) Source of Funds (See Instructions)
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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(6) Citizenship or Place of Organization Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned 8,020,807*
by Each Reporting -------------------------------
Person With (8) Shared Voting Power
0
-------------------------------
(9) Sole Dispositive Power
8,020,807*
-------------------------------
(10) Shared Dispositive Power
0
-------------------------------
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,020,807 shares*
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11) Approximately 23.9%
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(14) Type of Reporting Person (See Instructions) CO
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* The reporting person owns 4,126,867 shares of Common Stock of record. The
amounts shown in rows (7), (9), (11) and (13) also include (i) 1,893,940 shares
subject to the Ten Year Option and the voting trust and (ii) 2,000,000 shares of
Preferred Stock, convertible at the option of the holder thereof into Common
Stock, in each case as further described herein.
ONLY ITEMS REPORTED IN THIS AMENDMENT NO. 6 TO SCHEDULE 13D ARE
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AMENDED FROM THE FILING ON SCHEDULE 13D DATED MAY 13, 1994, AS AMENDED BY
AMENDMENT NO. 1 DATED SEPTEMBER 2, 1994, AMENDMENT NO. 2 DATED SEPTEMBER 14,
1994, AMENDMENT NO. 3 DATED JANUARY 17, 1995, AMENDMENT NO. 4 DATED NOVEMBER 13,
1995 AND AMENDMENT NO. 5 DATED JUNE 17, 1996 (AS SO AMENDED, THE "SCHEDULE
13D"), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY FAEH, WITH RESPECT
TO THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF FSA, A NEW YORK CORPORATION.
ALL OTHER ITEMS REMAIN UNCHANGED. UNLESS OTHERWISE SPECIFIED, ALL DEFINED TERMS
USED HEREIN HAVE THE MEANING PREVIOUSLY ASCRIBED TO THEM IN THE SCHEDULE 13D.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Amendment No. 6 are FAEH (a Delaware corporation),
WMH (a Delaware corporation) and SOMSC (a Delaware corporation), collectively
referred to herein as the "Reporting Persons". WMH and SOMSC are each direct or
indirect wholly-owned subsidiaries of FAEH.
FAEH and WMH are financial services holding companies and SOMSC is a
mortgage banking company. The principal business and office address of FAEH and
WMH is 80 South Main Street, Hanover, New Hampshire 03755 and the principal
business and office address of SOMSC is P.O. Box 2005, Farmington Hills, MI
48333-2005.
Information with respect to each executive officer and director of each of
the Reporting Persons, including each such officer's and director's name,
residence or business address, present principal occupation or employment and
the name, principal business and address of any corporation or other
organization in which such employment is conducted, and citizenship, is set
forth in Schedule I attached to this Amendment No. 6, which Schedule I is
incorporated herein by reference.
None of the Reporting Persons nor, to the knowledge of the Reporting
Persons, any executive officer or director of any of the Reporting Persons has,
during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such
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proceedings was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As further described in Item 4 below, FAEH caused all of the foregoing FSA
securities to be transferred to SOMSC during 1997. On May 12, 1999, SOMSC
exercised its five-year option with MediaOne Capital Corporation ("MediaOne"),
formerly U S WEST Capital Corporation, to purchase 666,667 shares of Common
Stock from MediaOne at a purchase price of $23.50 per share. The amount of funds
used to exercise such options consisted of $15,666,674.50 in cash.
ITEM 4. PURPOSE OF TRANSACTION.
During the 1997 first quarter, FAEH and certain of its wholly-owned
subsidiaries caused all of the foregoing FSA securities to be transferred to
WMH. Also during the 1997 first quarter, SOMSC issued 230,293 shares of its
common stock to WMH in exchange for 1,000,000 Common Shares. During the 1997
second quarter, upon receipt of regulatory approvals, SOMSC issued 650,827 of
its common shares to WMH in exchange for all remaining FSA securities consisting
of: (i) 2,460,200 Common Shares; (ii) 1,893,940 shares of Common Stock pursuant
to the Ten Year Option and a voting trust; (ii) 666,667 shares of Common Stock
subject to an option; and (iv) 2,000,000 shares of Common Stock upon conversion
of the Preferred Stock.
On July 13, 1998 the Issuer, FAEH and MediaOne voluntarily terminated its
Shareholders Agreement dated September 2, 1994 (previously filed herein) which
was originally scheduled to expire on September 2, 1999.
As previously stated, on May 12, 1999, SOMSC exercised its five-year option
with MediaOne to purchase 666,667 shares of Common Stock from MediaOne at a
purchase price of $23.50 per share. The Common Shares acquired by SOMSC on May
12, 1999 are being held by SOMSC for investment purposes . All Common Shares
owned by SOMSC are subject to a Registration Rights Agreement dated
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May 13, 1994 with MediaOne and the Issuer (previously filed herein). Except as
set forth above, neither FAEH, WMH nor SOMSC has any current plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board or directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Issuer has informed the Reporting Persons that 31,533,781 shares of
Common Stock were outstanding on April 30, 1999. After giving effect to the
conversion in full of the Preferred Stock, 33,533,781 shares of Common
Stock would have been outstanding on such date, based on the foregoing
information furnished by the Issuer. As of the date of this Amendment
No. 6, FAEH and WMH owned no shares of record of Common Stock and
beneficially owns, through SOMSC, 4,126,867 shares of Common Stock and
has the right to acquire beneficial ownership of: (i) 1,893,940 shares
of Common Stock pursuant to the Ten-Year Option and (ii) 2,000,000
shares of Common Stock upon conversion of the Preferred Stock.
Accordingly, as of the date hereof, FAEH beneficially owns an aggregate
of 8,020,807 shares of Common Stock. As of the date of this Amendment
No. 6, SOMSC owns all the shares of Common Stock of the Reporting
Persons and
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has the right to acquire the aforesaid numbers of shares of Common Stock
pursuant to the Ten Year Option and upon conversion of the Preferred Stock.
Assuming that the Ten-Year Option and the Preferred Stock is converted in
full, (i) such 8,020,807 shares beneficially owned by the Reporting Persons
represent approximately 23.9% of the Issuer's Common Stock which would then
be outstanding as aforesaid. As of the date of this Amendment, the
following persons listed on Schedule I to the Schedule 13D beneficially own
the following number of shares of Common Stock: John J. Byrne - 35,000
shares, K. Thomas Kemp - 1,600 shares. Such numbers of shares each
represent less than 1% of the outstanding shares of Common Stock. Except as
set forth above, neither FAEH nor, to its knowledge, any person listed on
Schedule I to the Schedule 13D beneficially own any shares of Common Stock.
(b) FAEH and WMH shares the power to vote or to direct the vote of, and shares
the power to dispose or to direct the disposition of the 8,020,807 shares
of Common Stock specified in paragraph (a) immediately above with the other
Reporting Persons, in each case to the extent that any such other Reporting
Person also has beneficial ownership of any such shares of Common Stock as
described in paragraph (a) immediately above.
(c) As previously stated, on May 12, 1999, SOMSC exercised its five-year option
with MediaOne Capital Corporation to purchase 666,667 shares of Common
Stock from MediaOne at a purchase price of $23.50 per share. There have
been no other transactions by FAEH, WMH or SOMSC, or to the knowledge of
FAEH, WMH or SOMSC, any of the persons listed on Schedule I attached
hereto, in Common Stock effected during the past 60 days.
(d) None
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(e) Not Applicable
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: May 20, 1999
FUND AMERICAN ENTERPRISES HOLDINGS, INC.
BY:
---------------------------------------------
Name: Michael S. Paquette
Title: Senior Vice President and Controller
WHITE MOUNTAINS HOLDINGS, INC.
BY:
---------------------------------------------
Name: Michael S. Paquette
Title: Senior Vice President and Controller
SOURCE ONE MORTGAGE SERVICES CORPORATION
BY:
---------------------------------------------
Name: Michael S. Paquette
Title: President
<PAGE>
SCHEDULE I TO SCHEDULE 13D
Following is a list of the directors and executive officers of Fund
American Enterprises Holdings, Inc. ("FAEH"), White Mountains Holdings, Inc.
("WMH"), and Source One Mortgage Services Corporation ("SOMSC") setting forth
the business address and present principal occupation or employment (and the
name, principal business and address of any corporation or organization in which
such employment is conducted) of each such person. Each such person is a citizen
of the USA.
<TABLE>
<CAPTION>
NAME AND PRESENT PRINCIPAL
BUSINESS ADDRESS OFFICE OCCUPATION OR EMPLOYMENT
- ---------------- ------ ------------------------
<S> <C> <C>
FAEH
Raymond Barrette Executive Vice President and Executive Vice President and
Fund American Enterprises Chief Financial Officer Chief Financial Officer
Holdings, Inc.
80 South Main Street
Hanover, NH 03755
John J. Byrne Chairman of the Board Chairman of the Board
Fund American Enterprises
Holdings, Inc.
80 South Main Street
Hanover, NH 03755
Patrick M. Byrne Director Chief Executive Officer of
Centricut, LLC Centricut, LLC
2 Technology Drive, STE 3
West Lebanon, NH 03784
Reid T. Campbell Vice President - Finance Vice President - Finance
Fund American Enterprises
Holdings, Inc.
80 South Main Street
Hanover, NH 03755
Howard L. Clark, Jr. Director Vice Chairman of Lehman
Lehman Brothers Inc. Brothers Inc.
American Express Tower
New York, NY 10128
Robert P. Cochran Director Chairman, President & Chief
Financial Security Assurance Executive Officer of
Holdings Ltd. Financial Security Assurance
350 Park Avenue Holdings Ltd.
New York, NY 10022
</TABLE>
<PAGE>
SCHEDULE I TO SCHEDULE 13D (CONT.)
<TABLE>
<CAPTION>
NAME AND PRESENT PRINCIPAL
BUSINESS ADDRESS OFFICE OCCUPATION OR EMPLOYMENT
- ---------------- ------ ------------------------
<S> <C> <C>
George J. Gillespie, III Director Partner in Cravath,
Cravath, Swaine & Moore Swaine & Moore
825 Eighth Avenue
New York, NY 10019
K. Thomas Kemp President, Chief Executive President and Chief Executive
Fund American Enterprises Officer & Director Officer
Holdings, Inc.
80 South Main Street
Hanover, NH 03755
Gordon S. Macklin Director Retired
8212 Burning Tree Road
Bethesda, MD 20817
Frank A. Olson Director Chairman of the Board & Chief
The Hertz Corporation Executive Officer of The Hertz
225 Brae Boulevard Corporation
Park Ridge, NJ 07656
Michael S. Paquette Sr. Vice President & Controller Sr. Vice President & Controller
Fund American Enterprises
Holdings, Inc.
80 South Main Street
Hanover, NH 03755
David G. Staples Vice President-Taxation Vice President-Taxation
Fund American Enterprises
Holdings, Inc.
80 South Main Street
Hanover, NH 03755
WMH
Raymond Barrette Executive Vice President, (see above)
(see above) Chief Financial Officer and
Director
Terry L. Baxter President and Director President and Director
White Mountains Holdings, Inc.
80 South Main Street
Hanover, NH 03755
John J. Byrne Director (see above)
(see above)
Patrick M. Byrne Director (see above)
</TABLE>
<PAGE>
Centricut, LLC
2 Technology Drive, STE 3
West Lebanon, NH 03784
SCHEDULE I TO SCHEDULE 13D (CONT.)
<TABLE>
<CAPTION>
NAME AND PRESENT PRINCIPAL
BUSINESS ADDRESS OFFICE OCCUPATION OR EMPLOYMENT
- ---------------- ------ ------------------------
<S> <C> <C>
Reid T. Campbell Vice President - Finance (see above)
(see above)
Robert P. Cochran Director (see above)
(see above)
Morgan W. Davis Executive Vice President Executive Vice President
White Mountains Holdings, Inc. and Director
80 South Main Street
Hanover, NH 03755
Steven E. Fass Director President & Chief Executive
Folksamerica Holding Officer of Folksamerica
Company, Inc. Holding Company, Inc.
One Liberty Plaza
New York, NY 10006
John D. Gillespie Director Self Employed
White Mountains Holdings, Inc.
80 South Main Street
Hanover, NH 03755
Robert P. Keller Director Self Employed
White Mountains Holdings, Inc.
80 South Main Street
Hanover, NH 03755
K. Thomas Kemp Chairman, Chief Executive (see above)
(see above) Officer and President
Michael S. Paquette Sr. Vice President & Controller (see above)
(see above)
George U. Wyper Director Self Employed
White Mountains Holdings, Inc.
80 South Main Street
Hanover, NH 03755
SOMSC
</TABLE>
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<TABLE>
<S> <C> <C>
Michael C. Allemang Executive Vice President, Executive Vice President,
Source One Mortgage Chief Financial Officer, Chief Financial Officer,
Services Corporation Secretary and Director Secretary and Director
PO Box 2005
Farmington Hills, MI 48333-2005
Raymond Barrette Director (see above)
(see above)
</TABLE>
SCHEDULE I TO SCHEDULE 13D (CONT.)
<TABLE>
<CAPTION>
NAME AND PRESENT PRINCIPAL
BUSINESS ADDRESS OFFICE OCCUPATION OR EMPLOYMENT
- ---------------- ------ ------------------------
<S> <C> <C>
Terry L. Baxter Chairman (see above)
(see above)
K. Thomas Kemp Director (see above)
(see above)
Michael S. Paquette President (see above)
(see above)
David G. Staples Vice President (see above)
(see above)
</TABLE>
