|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
XL
Capital Ltd
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
o
(b) o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
40,696,471
(see Item 4)
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
40,696,471
(see Item 4)
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
40,696,471
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions)
o
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
63.5%
(see Item 4)
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
||
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
XL
Insurance (Bermuda) Ltd
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a)
o
(b) o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
Bermuda
|
||
|
5.
|
Sole
Voting Power
0
|
||
|
Number
of
Shares
Beneficially
|
6.
|
Shared
Voting Power
40,696,471
(see Item 4)
|
|
|
Owned
by Each
Reporting
Person
With:
|
7.
|
Sole
Dispositive Power
0
|
|
|
8.
|
Shared
Dispositive Power
40,696,471
(see Item 4)
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
40,696,471
|
||
|
10.
|
Check
box if the Aggregate Amount in Row (9) Excludes
Certain
Shares (See
Instructions)
o
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
63.5%
(see Item 4)
|
||
|
12.
|
Type
of Reporting Person (See Instructions)
CO
|
||
|
Item
1(a).
|
Name
of Issuer:
|
|||
|
Security
Capital Assurance Ltd (the “Issuer”)
|
||||
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|||
|
One
Bermudiana Road
|
||||
|
Hamilton
HM 11, Bermuda
|
||||
|
Item
2(a).
|
Name
of Person Filing:
|
|||
|
This
statement is filed jointly by each of the following persons pursuant
to
Rule 13d-1(k) promulgated by the Securities and Exchange Commission
(the
“SEC”) under Section 13 of the Act:
|
||||
|
(i)
XL Capital Ltd; and
|
||||
|
(ii)
XL Insurance (Bermuda) Ltd (collectively the “Reporting
Persons”).
|
||||
|
XL
Insurance (Bermuda) Ltd, a Bermuda corporation, is the record owner
of
40,696,471 shares of the Issuer’s common shares, par value $0.01 per share
(the “Common Shares”). XL Insurance (Bermuda) Ltd is a wholly owned
subsidiary of XL Capital Ltd, a Cayman Islands exempted company.
|
||||
|
Item
2(b).
|
Address
of Principal Business Office:
|
|||
|
The
Address of the Principal Business Office of each Reporting Person
is:
|
||||
|
XL
House
|
||||
|
One
Bermudiana Road
|
||||
|
Hamilton
HM 11, Bermuda
|
||||
|
Item
2(c).
|
Citizenship:
|
|||
|
(i)
XL Capital Ltd — Cayman Islands
|
||||
|
(ii)
XL Insurance (Bermuda) Ltd — Bermuda
|
||||
|
Item
2(d).
|
Title
of Class of Securities:
|
|||
|
Issuer’s
Common Shares, par value $0.01 per share.
|
||||
|
Item
2(e).
|
CUSIP
Number:
|
|||
|
G8018D107
|
||||
|
Item
3.
|
Not
applicable.
|
|||
|
Item
4.
|
Ownership:
|
|||
|
(a)
Amount beneficially owned by each Reporting Person:
|
||||
|
(i)
XL Capital Ltd
|
40,696,471*
|
|||
|
(ii)
XL Insurance (Bermuda) Ltd
|
40,696,471
|
|||
|
*
|
As
of the date hereof, the amount beneficially owned by XL Capital Ltd
consist of the 40,696,471 Common Shares owned by XL Insurance (Bermuda)
Ltd.
|
|||
|
(b)
Percent of class:
|
||||
|
(i)
XL Capital Ltd
|
63.5%**
|
|||
|
(ii)
XL Insurance (Bermuda) Ltd
|
63.5%**
|
|||
|
**
|
These
figures are calculated based on 64,136,364 Common Shares issued and
outstanding as of December 31, 2006 (not including approximately
497,928
restricted common shares issued to management), as reported in the
Issuer’s Form 10-K for the fiscal year ended December 31, 2006.
|
|
(c)
XL Capital Ltd
|
||||
|
Number
of shares as to which such person has:
|
||||
|
(i)
sole power to vote or to direct the vote:
|
0
|
|||
|
(ii)
shared power to vote or to direct the vote:
|
40,696,471***
|
|||
|
(iii)
sole power to dispose or to direct the disposition of:
|
0
|
|||
|
(iv)
shared power to dispose or to direct the disposition of:
|
40,696,471
|
|||
|
XL
Insurance (Bermuda) Ltd
|
||||
|
Number
of shares as to which such person has:
|
||||
|
(i)
sole power to vote or to direct the vote:
|
0
|
|||
|
(ii)
shared power to vote or to direct the vote:
|
40,696,471***
|
|||
|
(iii)
sole power to dispose or to direct the disposition of:
|
0
|
|||
|
(iv)
shared power to dispose or to direct the disposition of:
|
40,696,471
|
|||
|
***
|
As
a result of limitations contained in the Issuer’s Bye−laws, the votes
conferred by these common shares will not exceed, with respect to
elections of directors, 50.1% of the aggregate voting power of all
common
shares entitled to vote generally at any election of directors or,
with
respect to any other matter presented to our shareholders for their
action
or consideration, 47.5% of the aggregate voting power of all common
shares
entitled to vote on such
matter.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
|||
|
Not
Applicable
|
||||
|
|
||||
| Item 6. |
Ownership
of More than Five Percent on Behalf of Another Person:
|
|||
| Not Applicable | ||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: | |||
| See Exhibit A hereto. | ||||
| Item 8. | Identification and Classification of Members of the Group: | |||
| See Exhibit A hereto. | ||||
| Item 9. | Notice of Dissolution of Group: | |||
| Not Applicable | ||||
| Item 10. | Certifications: | |||
| Not Applicable | ||||