<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
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<S> <C>
NEW YORK 13-3261323
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
350 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 826-0100
(Name, address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------
BRUCE E. STERN
GENERAL COUNSEL, MANAGING DIRECTOR AND SECRETARY
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
350 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 826-0100
(Name, address, including zip code, and telephone number
of agent for service for the registrant)
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement, as determined by
market conditions.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 33-80769
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / / ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO AGGREGATE PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value (2)............ 50,000 $24.4375 $1,371,875 $474.00
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended, based on
the average of the high and low trading prices of the Common Stock on the
New York Stock Exchange on May 14, 1996.
(2) Shares of Common Stock which may be offered and resold by National
Westminster Bank Plc and Canadian Imperial Bank of Commerce and their
respective affiliates.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO.
33-80769
The Registrant hereby incorporates by reference into this Registration
Statement on Form S-3 in its entirety the Registration Statement on Form S-3 of
the Registrant (File No. 33-80769), as amended by Post-Effective Amendment No. 1
to such Registration Statement.
2
<PAGE>
EXHIBITS
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5.1 -- Opinion of Bruce E. Stern (Incorporated by reference to Exhibit 5.1 to the
Registrant's Registration Statement on Form S-3, File No. 33-80769)
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Ernst & Young LLP
23.3 -- Consent of Bruce E. Stern (included in Exhibit 5.1)
24.1 -- Power of Attorney (Incorporated by reference to Exhibit 24.1 to the
Registrant's Registration Statement on Form S-3, File No. 33-80769)
</TABLE>
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of New York,
State of New York on May 17, 1996.
FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD.
By /s/ BRUCE E. STERN
------------------------------------
Bruce E. Stern
MANAGING DIRECTOR
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
President, Chief
* Executive Officer and
- ----------------------------------- Director (Principal May 17, 1996
Robert P. Cochran Executive Officer)
Managing Director and
* Chief Financial Officer
- ----------------------------------- (Principal Financial May 17, 1996
John A. Harrison Officer)
*
- ----------------------------------- Chairman of the Board and May 17, 1996
John J. Byrne Director
Managing Director and
* Chief Accounting Officer
- ----------------------------------- (Principal Accounting May 17, 1996
Jeffrey S. Joseph Officer)
*
- ----------------------------------- Vice Chairman of the May 17, 1996
Michael Djordjevich Board and Director
*
- ----------------------------------- Director May 17, 1996
Robert N. Downey
*
- ----------------------------------- Director May 17, 1996
Anthony M. Frank
*
- ----------------------------------- Director May 17, 1996
K. Thomas Kemp
4
<PAGE>
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<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------- ----------------
<C> <S> <C>
*
- ----------------------------------- Director May 17, 1996
Kozo Kusakari
*
- ----------------------------------- Director May 17, 1996
David O. Maxwell
*
- ----------------------------------- Director May 17, 1996
James M. Osterhoff
*
- ----------------------------------- Director May 17, 1996
Staats M. Pellett, Jr.
*
- ----------------------------------- Director May 17, 1996
Richard A. Post
*
- ----------------------------------- Director May 17, 1996
James H. Ozanne
*
- ----------------------------------- Director May 17, 1996
Roger K. Taylor
*
- ----------------------------------- Director May 17, 1996
Allan L. Waters
*
- ----------------------------------- Director May 17, 1996
Howard M. Zelikow
*By: /s/ BRUCE E. STERN
- -----------------------------------
Bruce E. Stern
ATTORNEY-IN-FACT
Dated May 17, 1996
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5
<PAGE>
CONSENT of INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of
Financial Security Assurance Holdings Ltd.
We consent to the incorporation in this registration statement on Form S-3 by
Financial Security Assurance Holdings Ltd. ("the Company") of (1) the
reference to our firm under the caption "Experts" included in the Company's
registration statement on Form S-3 (File No. 33-80769) declared effective on
May 7, 1996 by the Securities Exchange Commission and (2) the incorporation
by reference of the following reports in the Company's registration statement
on Form S-3 (File No. 33-80769) declared effective on May 7, 1996 by the
Securities Exchange Commission:
(1) Our report dated January 17, 1996 on our audits of the consolidated
financial statements of Financial Security Assurance Holdings Ltd.
and Subsidiaries as of December 31, 1995 and 1994, and for each of
the three years in the period ended December 31, 1995, which
report is incorporated by reference in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995;
(2) Our report dated January 17, 1996 on our audits of the financial
statement schedule of Financial Security Assurance Holdings Ltd.
and Subsidiaries, which report is included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995;
and
(3) Our report dated January 17, 1996 on our audits of the consolidated
financial statements of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1995 and 1994, and for each of the
three years in the period ended December 31, 1995, which report is
included in exhibit 99 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995.
/s/ COOPER & LYBRAND, L.L.P.
COOPER & LYBRAND, L.L.P.
New York, New York
May 16, 1996
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 25, 1995, with respect to the
consolidated financial statements and schedules of Capital Guaranty
Corporation and subsidiaries, in the Registration Statement on (Form S-3) and
related Prospectus of Financial Security Assurance Holdings Ltd. for the
registration of its common stock and to the incorporation by reference
therein of our report dated January 25, 1995, with respect to the
consolidated financial statements and schedules of Capital Guaranty
Corporation and subsidiaries incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1994, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
San Francisco, California
May 15, 1996
