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Filed pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-74165
333-34181
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 18, 1999
750,000 SHARES
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
Common Stock
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Our common stock is listed on the New York Stock Exchange under the symbol
"FSA". On November 2, 1999, the last reported sale price for our common stock on
the New York Stock Exchange was $56.125 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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Per Share Total
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Offering price...................................................... $54.20 $40,650,000
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We expect to deliver the shares against payment in New York, New York on or
about December 1, 1999.
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Prospectus Supplement dated November 5, 1999.
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TABLE OF CONTENTS
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Prospectus Supplement Prospectus
Page Page
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About This Prospectus Supplement..................S-3 FSA Holdings........................................2
Use of Proceeds...................................S-3 Use of Proceeds.....................................3
The Offering......................................S-3 Ratio of Earnings to Fixed Charges and Ratio of
Plan of Distribution..............................S-3 Earnings to Combined Fixed Charges and
Preferred Stock Dividends .....................3
Description of Debt Securities......................3
Description of Common Stock........................14
Description of Stock Purchase Contracts and
Stock Purchase Units .........................15
Description of Preferred Stock.....................16
Plan of Distribution...............................18
About This Prospectus..............................19
Where You Can Find More Information................19
Legal Matters......................................21
Experts............................................21
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No dealer, sales person or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the notes offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
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ABOUT THIS PROSPECTUS PLAN OF DISTRIBUTION
SUPPLEMENT
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We and White Mountains Insurance Group, Ltd.
We have on file with the SEC a registration statement ("White Mountains") have entered into a purchase
which contains a prospectus dated August 18, 1999. That agreement with respect to the common stock offered
prospectus provides you with a general description of our hereby. White Mountains is one of our major
common stock. This prospectus supplement contains specific shareholders. Subject to certain conditions, White
information about the terms of the offering of Mountains has agreed to purchase 922,509 shares of
750,000 shares offered hereby. This prospectus supplement our common stock. Only 750,000 of those shares are
adds, updates and changes information contained in the covered by this prospectus supplement. The purchase
prospectus. You should read the prospectus and this price, which is the "Offering Price" shown on the
prospectus supplement, together with additional information cover of this prospectus supplement, represents 97.5%
described in this prospectus under the heading "Where You of the average of the high and low sale price of our
Can Find More Information." common stock on the New York Stock Exchange on
October 29, 1999. We will not pay any brokerage or
underwriting fees in connection with this sale of
USE OF PROCEEDS shares.
The net proceeds from the sale of the common We estimate that the total expenses of the
stock offered hereby will be used for general offering will be approximately $45,000.
corporate purposes.
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THE OFFERING
The following information is given as of
November 4, 1999.
Common stock offered... ....... 750,000 shares
Common stock to be
outstanding after the
offering..................... 33,517,542 shares (1)
New York Stock Exchange
symbol....................... FSA
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(1) This number excludes 158,756 shares of
treasury stock, and includes shares held by a trust
on our behalf. In addition, the number assumes
that we have completed three other sales of our
common stock that we expect to complete with
two of our other major shareholders and with a
financial institution which will hold the shares
subject to a previously announced forward
purchase agreement with us.
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