scor_sc13e-3a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________
SCHEDULE
13E-3
_______________
Transaction
Statement
(Pursuant
to Section 13(e) of the Securities Exchange Act of 1934)
Amendment
No. 4
SCOR
Holding (Switzerland) Ltd.
(Name
of Issuer)
_______________
SCOR
SE
(Names
of Persons Filing Statement)
American
Depositary Shares (as evidenced by American Depositary Receipts), each
representing one-half (1/2) of one registered share, nominal value CHF 5 per
share
Registered
Shares, nominal value CHF 5 per share
(Title
of Class of Securities)
7248256
(CUSIP
Number of Class of Securities)
François
de Varenne
Chief
Operating Officer
SCOR
SE
1,
avenue du Général de Gaulle
92074
Paris – La Défense Cedex
France
Tel.
No.: + 33 1 46 98 70 00
(Name,
Address, and Telephone Numbers of Person(s) Authorized
to
Receive Notices and Communications on Behalf of Person Filing
Statement)
_______________
This
statement is filed in connection with (check the appropriate box):
[
] a. The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange
Act of 1934.
[
] b. The
filing of a registration statement under the Securities Act of
1933.
[
] c. A
tender offer.
[X] d. None
of the above.
Check
the following box if the soliciting materials or information statement referred
to in checking box (a) are preliminary copies: [ ]
Check
the following box if the filing is a final amendment reporting the results of
the transaction: [X]
____________________
Calculation
of Filing Fee
|
Transaction
Valuation*
|
|
Amount
of Filing Fee**
|
|
$43,934,817
|
|
$1,726.64
|
* For
the purpose of calculating the filing fee only, this amount is based on the
purchase of 2,521,210 American Depositary Shares (as evidenced by American
Depositary Receipts), each representing one-half (1/2) of one registered share,
nominal value CHF 5 per share, of SCOR Holding (Switzerland) Ltd. at
approximately $7.73 per share (based on the value of one-quarter of a SCOR SE
share according to the closing price per SCOR SE share on January 22, 2007 plus
CHF 3.07854 in cash and using the Swiss franc conversion rate to US dollars as
published by the US Federal Reserve Certified Noon Buying Rate on January 22,
2007) and the purchase of 1,580,211 registered shares, nominal value CHF 5 per
share, of SCOR Holding (Switzerland) Ltd. at approximately $15.47 per share
(based on the value of one-half of a SCOR SE share according to the closing
price per SCOR SE share on January 22, 2007 plus CHF 6.15708 in cash and using
the Swiss franc conversion rate to US dollars as published by the US Federal
Reserve Certified Noon Buying Rate on January 22, 2007).
** The
amount of the filing fee was calculated based on a rate of $39.30 per $1,000,000
of the aggregate value of the transaction.
____________________
[X] Check
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:
|
$1,726.64
|
| |
|
|
Form
or Registration No.:
|
Schedule
13E-3
|
| |
|
|
Filing
Party:
|
SCOR
SE
|
| |
|
|
Date
Filed:
|
January
25, 2008
|
INTRODUCTION
This
Amendment No. 4 (this “Amendment”) amends
and supplements the Schedule 13E-3 Transaction Statement filed with the
Securities and Exchange Commission (the "SEC") on January 25,
2008, as amended on January 29, 2008, March 11, 2008 and April 18, 2008 (the
"Statement"),
by SCOR SE, a societas
europaea organized under the laws of the Republic of France ("SCOR" or the "Filing Person"),
pursuant to Section 13(e) of the Securities and Exchange Act of 1934, as amended
(the "Exchange
Act"), and Rule 13e-3 thereunder ("Rule 13e-3"). SCOR is
a reinsurance company providing treaty and facultative reinsurance on a
worldwide basis to Property-Casualty and Life insurers.
SCOR
Holding (Switzerland) Ltd., a corporation organized under the laws of
Switzerland (the "Subject Company"), is
an international multi-line reinsurer with a distinct emphasis on specialty
lines. Until September 11, 2007, the Subject Company was called Converium
Holding Ltd.
ITEM
15. ADDITIONAL
INFORMATION.
Item
15 is hereby amended and supplemented as follows:
On
May 15, 2008, the Court declared the Cancellation of all the remaining publicly
held Shares not owned by SCOR, resulting in their cancellation, effective May
20, 2008.
The
Registered Shares will be delisted from SWX Swiss Exchange on May 30, 2008 and
payment of the Cancellation Consideration is expected to begin June 6,
2008.
ITEM
16. EXHIBITS
(a)(5)(i)
English translation of Cancellation notice published in the Swiss Official
Gazette of Commerce on November 22, 2007, December 21, 2007 and January 21,
2008, and in Neue Zürcher Zeitung on November 22, 2007 and December 22/23,
2007.*
(a)(5)(ii)
Press Release issued by SCOR on May 23, 2008 announcing completion of the
Cancellation.
(b)
none
(c)
none
(d)
none
(f)
not applicable
(g)
not applicable
*
Previously filed.
SIGNATURE
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.
SCOR
SE
By: /s/ Denis
Kessler
Name:
Denis Kessler
Title:
Chairman and Chief Executive Officer
Date:
May 27, 2008
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