SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
July 5, 2000
------------------
(Date of earliest event reported)
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 1-12644 13-3261323
---------------- ------------- ----------
(State or other jurisdiction of (Commission (I.R.S. Employer
organization) File Identification
Number) Number)
350 Park Avenue
New York, New York 10022
------------------------------------ ---------
(Address of principal executive offices) (Zip Code)
(212) 826-0100
-----------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
2
Item 5. Other Events
On July 5, 2000, Financial Security Assurance Holdings Ltd. (the
"Company") and Dexia S.A., a company organized under the laws of Belgium
("Dexia") announced that they had consummated the previously announced merger
(the "Merger") pursuant to which the Company has become an indirect wholly
owned subsidiary of Dexia. Pursuant to the Merger, each common share of the
Company has been converted into the right to receive $76 in cash.
A copy of the press release dated July 5, 2000, is attached hereto
as Exhibit 99.1, and incorporated herein by reference in its entirety.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description
------- -----------
99.1 Press release of Financial Security Assurance Holdings Ltd. and
Dexia S.A. dated July 5, 2000.
<PAGE>
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
FINANCIAL SECURITY ASSURANCE HOLDINGS
LTD.,
by: /s/ Bruce E. Stern
----------------------------------
Name: Bruce E. Stern
Title: Managing Director,
Secretary and General Counsel
Date: July 6, 2000
<PAGE>
4
Exhibit Index
-------------
Exhibit Description
------ -----------
99.1 Press release of Financial Security Assurance Holdings Ltd. and
Dexia S.A. dated July 5, 2000.
<PAGE>
5
Exhibit 99.1
FSA DEXIA
FOR IMMEDIATE RELEASE: CONTACTS:
Communications
Betsy Castenir, FSA
1 212 339-3424
Francoise Lefebvre, Dexia
33 1 43 92 80 20
Investor Relations
Robert Tucker, FSA
1 212 339 0861
Olivier Leroy, Dexia Paris
33 1 43 92 84 47
Peter de Baere, Dexia Brussels
32 2 222 31 15
DEXIA COMPLETES ACQUISITION OF FSA HOLDINGS
New York, New York and Paris/Brussels - July 5th, 2000 - European banking
group Dexia, the world leader in public local finance, and Financial Security
Assurance Holdings Ltd. (FSA Holdings; NYSE: FSA), the holding company for
U.S.-based financial guarantor Financial Security Assurance Inc. (FSA), a
major provider of asset- backed and municipal bond insurance, announced the
completion of Dexia's $2.6 billion acquisition of FSA Holdings. FSA
stockholders will receive $76.00 in cash for each share of FSA Holdings common
stock owned by them.
Pierre Richard, Group Chief Executive and Chairman of the management board of
Dexia, said: "In one step, we have dramatically enhanced our position in the
U.S. municipal finance market, and also broadened our participation in
structured finance and
<PAGE>
6
infrastructure markets throughout the world. The combination of Dexia and FSA
will create a global leader in public and structured finance.
"Additionally, we have added a strong, strategically aligned company to the
Dexia group, whose competitiveness is enhanced through the many synergies
created by this merger," he said.
FSA will operate as a separately capitalized, wholly owned subsidiary of Dexia
with Aaa/AAA/AAA claims-paying ratings.
Robert P. Cochran, Chairman and Chief Executive Officer of FSA Holdings, said:
"Joining the Dexia group gives FSA an even greater ability to create value in
the global municipal, asset-backed and structured finance markets. Based on
our combined expertise and resources, FSA and Dexia will offer a broad array
of financial guaranty, banking and asset management products that can be
combined in creative ways to provide Triple-A funding, broad market access and
efficient capital management for our customers."
"For investors in FSA-guaranteed securities, the combination with Dexia, one
of the most highly rated financial institutions in the world, puts even
greater strength behind our top- rated, Aaa/AAA/AAA guaranty," he added.
Lazard acted as financial advisor to Dexia, and Goldman, Sachs & Co. acted as
financial advisor to FSA.
NEW BOARD OF DIRECTORS
<PAGE>
7
Pierre Richard, Group Chief Executive and Chairman of the management board of
Dexia, will become Vice Chairman of the board of directors of FSA Holdings.
Robert P. Cochran will remain Chairman and Chief Executive Officer.
In addition to Mr. Richard, new members of the board will include: Martine
Decamps, member of the Executive Board of Dexia Bank; Roland Hecht, Chief
Executive Officer of the Executive Board of Dexia Project and Public Finance
International Bank; Rembert Von Lowis, member of the management board and
Chief Financial Officer of Dexia; and Paul Vanzeveren, member of the
management board of Dexia and member of the Executive Board of Dexia Bank.
In addition to Mr. Cochran, six previously serving members will be on the
board. They include two officers of FSA: Roger K. Taylor, President; and Sean
W. McCarthy, Chief Operating Officer. The four independent directors are John
J. Byrne, Chairman and Chief Executive Officer of White Mountains Insurance
Group Ltd.; James H. Ozanne, Chairman of Greenrange Partners; Robert N.
Downey, Senior Director of Goldman, Sachs & Co.; and David O. Maxwell, former
Chairman and Chief Executive Officer of Fannie Mae.
Through its Triple-A guaranty, FSA helps issuers lower their funding costs and
provides bondholders with the highest quality, liquid investments. Fitch,
Moody's Investors Service, Inc., Standard and Poor's Ratings Services (S&P)
and Japan Rating and Investment Information, Inc. (R&I) have confirmed FSA's
Triple-A claims-paying ratings under its new ownership.
<PAGE>
8
FSA is headquartered in New York and has additional offices in San Francisco
and Dallas. It also has a London-based subsidiary, Financial Security
Assurance (U.K.) Limited; a Bermuda-based subsidiary, Financial Security
Assurance International Ltd.; and representative offices in Paris, Madrid,
Singapore, Sydney and Tokyo. In Japan, FSA operates through a joint venture
with The Tokio Marine and Fire Insurance Co., Ltd.
Dexia is a leading banking group in Europe and ranks among the top ten banking
institutions worldwide with Aa1/AA ratings. Dexia operates through three main
operational units: i) Dexia Credit Local de France and its international arm
Dexia Project and Public Finance International Bank, which together with Dexia
Bank are the world leaders in the area of lending to local authorities and
public sector project finance; ii) Dexia Bank, a leading, 1,000-branch retail
bank in Belgium; and iii) Dexia Banque Internationale a Luxembourg
(Dexia-BIL), a leading bank in Luxembourg, active in asset management, private
banking and investment funds administration. In addition to France, Belgium
and Luxembourg, the company has operations throughout Europe, as well as
offices in the Americas, Asia and Australia.
Dexia is listed on the Brussels, Paris and Luxembourg Stock Exchanges, with a
market capitalization of Euro 15 billion.
XXX
This press release contains forward-looking statements regarding, among other
things, FSA Holdings' plans and prospects. Important factors, including
general market conditions and the competitive environment could cause actual
results to differ materially from those described in such forward-looking
statements. Certain of these factors are described in more detail under the
heading "Forward-Looking Statements" in Item 1 of the Company's Annual Report
on form 10-K for the year ended December 31, 1999.
<PAGE>
9
Forward-looking statements in this release are expressly qualified by all such
factors. The Company undertakes no obligation to revise or update any
forward-looking statements to reflect changes in events or expectations or
otherwise.
