UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 9)*
SCOR
HOLDING (SWITZERLAND) LTD
(formerly
known as Converium Holding AG)
(Name
of Issuer)
Registered
Shares
(Title
of Class of Securities)
7248256
(Cusip
Number)
François
de Varenne
Chief
Operating Officer
SCOR
SE
1,
avenue du Général de Gaulle
92 074
Paris – La Défense Cedex
France
Tel.
No.: + 33 1 46 98 00 00
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
October
25, 2007
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report
the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box:
o
Note
:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCOR
SE
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC;
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
FRANCE
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
143,839,990
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
143,839,990
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,839,990
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
98.06%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IC;
CO
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCOR
Global P&C SE
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
FRANCE
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
5,400,000
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
5,400,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,400,000
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
IRP
Holdings Limited
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e)
|
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
REPUBLIC
OF IRELAND
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
6,800,000
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
6,800,000
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,800,000
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
This
Amendment No. 9 amends and supplements the Statement on Schedule 13D filed
with
the Commission on February 20, 2007, as amended on February 26, 2007, April
27,
2007, May 11, 2007, July 10, 2007, July 13, 2007, July 27, 2007, August 2,
2007
and September 13, 2007 (the “Schedule 13D”), by SCOR SE, a
societas europaea
organized under the laws of the Republic of France (“SCOR”), SCOR Global
P&C SE, a
societas europaea
organized under the laws of the
Republic of France and a wholly-owned subsidiary of SCOR (“SCOR Global
P&C”), and IRP Holdings Limited, a single member private company limited by
shares organized under the laws of the Republic of Ireland and a wholly-owned
subsidiary of SCOR (“IRP” and, together with SCOR and SCOR Global P&C, the
“Reporting Persons”), with respect to the registered shares, par value CHF 5 per
share (the “Shares”), of SCOR Holding (Switzerland) AG (formerly know as
Converium Holding AG), a corporation organized under the laws of Switzerland
(the “Issuer”). The principal executive offices of the Issuer are located at
General Guisan-Quai 26, CH-8002, Zurich, Switzerland. Capitalized terms used
but
not defined herein shall have the meanings assigned to them in the Schedule
13D.
Item
3. Source and Amount of Funds or Other Consideration
Since
September 13, 2007, SCOR purchased 760,626 Shares, including 13,800
American Depositary Shares (“ADS”) with each ADS representing one half of a
Share, in a series of open market transactions and in one delivery against
payment transaction for the Issuer’s treasury Shares using SCOR’s internal
funds. SCOR paid a total of approximately $13.81 million
(CHF 16.2 million) to acquire such Shares.
Item
4. Purpose of Transaction
As
described in Item 5, the Reporting Persons hold in excess 98% of the Issuer’s
voting rights. SCOR is therefore entitled, according to Swiss laws
and regulations, to file a cancellation action (the “Cancellation”) to seek a
court-ordered cancellation of the remaining Shares not owned by the Reporting
Persons. SCOR has filed the Cancellation on October 25, 2007. In the
context of and upon effectiveness of the Cancellation in approximately
three months, all of the Shares not owned by the Reporting
Persons will be cancelled in exchange for payment of consideration
consisting of the same combination of cash and shares as offered in the Swiss
public tender offer of SCOR published on April 5, 2007, as amended on June
12,
2007, and the Issuer will re-issue the cancelled Shares to SCOR. As a
result of the Cancellation, the Issuer is expected to apply for the
delisting of its shares from the SWX Swiss Exchange and of its ADSs from
the New
York Stock Exchange as well as the deregistration of its securities and
termination of its reporting requirements under the US Securities Exchange
Act
of 1934.
Item
5. Interest in Securities of the Issuer
Paragraphs
(a) and (c) of Item 5 of the Schedule 13D are hereby amended and restated
as
follows:
(a) Since
September 13, 2007, SCOR purchased 760,626 Shares, including 13,800
ADSs, in a series of open market transactions and in one delivery against
payment transaction for the Issuer’s treasury Shares. Added to the
48,320,350 Shares owned by the Reporting Persons prior to the Offer, the
92,969,353 Shares tendered into the Offer and the 1,789,661 Shares purchased
between August 2, 2007 and September 13, 2007, the Reporting Persons own
an
aggregate of 143,839,990 Shares constituting approximately 98.06% of the
outstanding Shares.
(c) Schedule
A annexed hereto lists all transactions in the Shares made by the Reporting
Persons since the filing of Amendment No. 8 to the Schedule 13D on September
13,
2007. All of such transactions were effected in the open market and
in one delivery against payment transaction.
SIGNATURES
After
reasonable inquiry and to the best knowledge and belief of each of the
undersigned, each of the undersigned certifies 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
|
|
|
|
SCOR
Global P&C SE
|
|
|
|
By:
|
__/s/
Denis Kessler______________________
|
|
|
Name:
Denis Kessler
|
|
|
Title:
Chairman
|
|
|
|
|
IRP
Holdings Limited
|
|
|
|
By:
|
__/s/
Patrick Thourot____________________
|
|
|
Name:
Patrick Thourot
|
|
|
Title:
Chairman
|
SCHEDULE
A
SCOR
SE TRANSACTIONS IN THE SHARES SINCE SEPTEMBER 13, 2007
Date
of Purchase
|
Aggregate
Number of Shares Purchased (1)
|
Average
Price Per Share (2)
|
14.9.2007
|
44,936
|
20.4792
|
17.9.2007
|
97,500
|
20.45821
|
18.9.2007
|
7,174
|
20.70649
|
19.9.2007
|
26,525
|
20.89775
|
20.9.2007
|
24,421
|
20.98997
|
21.9.2007
|
9,611
|
21.23578
|
24.9.2007
|
5,554
|
21.48199
|
25.9.2007
|
185,296
|
21.59699
|
26.9.2007
|
15,560
|
21.50371
|
27.9.2007
|
51,427
|
21.48401
|
28.9.2007
|
17,629
|
21.57134
|
1.10.2007
|
4,515
|
21.55621
|
2.10.2007
|
18,485
|
21.57296
|
3.10.2007
|
17,563
|
21.56617
|
3.10.2007
|
2,000
(ADS)
|
$9.05
|
4.10.2007
|
19,290
|
21.59482
|
5.10.2007
|
7,640
|
21.5962
|
8.10.2007
|
19,029
|
21.59978
|
8.10.2007
|
11,800
(ADS)
|
$9.00
|
9.10.2007
|
37,577
|
21.5121
|
10.10.2007
|
2,081
|
21.55667
|
12.10.2007
|
2,086
|
21.60
|
16.10.2007
|
1,972
|
21.60
|
17.10.2007
|
3,028
|
21.60
|
18.10.2007
|
582
|
21.60
|
19.10.2007
|
5,418
|
21.60
|
22.10.2007
|
48,753
|
21.58978
|
23.10.2007
|
4,085
|
21.60
|
24.10.2007
|
46,608
|
21.60
(3)
|
24.10.2007
|
14,289
|
21.24
551
|
25.10.2007
|
15,092
|
21.33372
|
(1)
|
Unless
otherwise indicated, all transactions were open-market
transactions.
|
(2)
|
Unless
otherwise indicated, all prices were in Swiss
Francs.
|
(3)
|
Delivery
against payment transaction for SCOR Holding (Switzerland) Ltd.
treasury
shares.
|