XL Capital and Security Capital Assurance Schedule TO-I/A - 11/17/06
Washington,
D.C. 20549
SCHEDULE
TO
(Rule
13e-4)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the
Securities Exchange Act of 1934
(Amendment
No. 2)
XL
CAPITAL LTD
(Name
of
Subject Company (Issuer))
XL
CAPITAL LTD
(ISSUER)
SECURITY
CAPITAL ASSURANCE
LTD
(OFFEROR)
(Names
of
Filing Persons (identifying status as offeror, issuer or other
person))
RESTRICTED
CLASS A ORDINARY SHARES, PAR VALUE $0.01 PER SHARE AND OPTIONS TO
PURCHASE
CLASS A ORDINARY SHARES, PAR VALUE $0.01 PER SHARE
(Title
of
Class of Securities)
G98255
10
5
(CUSIP
Number of Class of Securities)
(Underlying
Class A Ordinary Shares)
Michael
A. Becker, Esq.
Cahill
Gordon & Reindel LLP
80
Pine
Street
New
York,
New York 10005
(212)
701-3000
(Name,
Address and Telephone Numbers of Person Authorized
to
Receive
Notices and Communications on Behalf of Filing Persons)
Calculation
of Filing Fee: Previously paid.
x
Check
the box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
|
Amount
Previously Paid: N/A
|
Filing
Party: N/A
|
|
Form
or Registration Number: N/A
|
Date
Filed: N/A
|
o
Check the box if the filing relates solely to preliminary communications made
be-fore the commencement of a tender offer.
Check
the
appropriate boxes below to designate any transactions to which the statement
relates:
o
third-party tender offer subject to Rule 14d-1.
x
issuer tender offer subject to Rule 13e-4.
o
going private transaction subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check
the
following box if the filing is a final amendment reporting the results of the
tender offer: o
AMENDMENT
NO. 2 TO SCHEDULE TO-I
This
Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule
TO
filed with the Securities and Exchange Commission on November 13, 2006 (as
amended, the "Schedule TO") by XL Capital Ltd (“XL”) and Security Capital
Assurance Ltd (“SCA”). The Schedule TO relates to an offer by XL and SCA to
certain employees of SCA or its subsidiaries, excluding those persons described
in the original Schedule TO, to exchange all of their outstanding eligible
unvested restricted Class A Ordinary Shares of XL and eligible options to
purchase Class A Ordinary Shares of XL for a LTIP Award from SCA to be granted
under the SCA Plan.
Copies
of
the Offer to Exchange and the Letter of Transmittal are filed as Exhibits (a)(1)
and (a)(2), respectively, to the Schedule TO and all information in the Offer
to
Exchange, including all schedules thereto, and Letter of Transmittal are
incorporated by reference in answer to all of the items in this Schedule TO.
Additional information with respect to certain items in this Schedule TO is
set
forth below. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Schedule TO and the Offer to Exchange dated November
13,
2006.
Item
11. Additional
Information
| (a) |
Section
17 (“Additional Information”) of the Offer to Exchange is hereby amended
and supplemented by adding the following at the end
thereof:
|
On
November 16, 2006, XL filed a current report on Form 8-K with the SEC that
included the following information:
A
subsidiary of XL is among a number of industry members which have received
grand
jury subpoenas from the Antitrust Division of the U.S. Attorney's Office for
the
Southern District of New York seeking documents in connection with an
investigation into the municipal guaranteed investment contract ("GIC") market
and related products. Another subsidiary of XL has received a subpoena from
the
United States Securities and Exchange Commission as part of its investigation
entitled In
the
Matter of Certain GIC Brokers.
XL
intends to cooperate fully with these investigations.
XL’s
current report on Form 8-K filed with the SEC on November 16, 2006 is hereby
incorporated by reference into this document.
On
November 16, 2006, SCA filed a current report on Form 8-K with the SEC that
included the following information:
SCA
announced today that its subsidiary, XL Capital Assurance Inc. (XLCA), is among
a number of industry members that have received grand jury subpoenas from the
Antitrust Division of the U.S. Attorney's Office for the Southern District
of
New York seeking documents in connection with an investigation into the
municipal guaranteed investment contract (GIC) market and related products.
SCA
intends to cooperate fully with this investigation.
SCA’s
current report on Form 8-K filed with the SEC on November 16, 2006 is hereby
incorporated by reference into this document.
Item
12. Exhibits.
Item
12 of
the Schedule TO is hereby amended by adding Exhibits (a)(30), (a)(31) and
(a)(32) as follows:
|
(a)(30)
|
XL’s
Current Report on Form 8-K for November 15, 2006, filed with the
Securities and Exchange Commission on November 16, 2006 (incorporated
herein by reference).
|
|
(a)(31)
|
SCA’s
Quarterly Report on Form 10-Q for its fiscal quarter ended September
30,
2006, filed with the Securities and Exchange Commission on November
14,
2006 (incorporated herein by reference).
|
|
(a)(32)
|
|
SIGNATURES
After
due
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:
November 17, 2006
XL
CAPITAL LTD
By:
/s/
Kirstin Romann Gould
Name: Kirstin Romann Gould
Title: Secretary
SECURITY
CAPITAL ASSURANCE LTD
By:
/s/
Kirstin Romann Gould
Name:
Kirstin Romann Gould
Title: Secretary