-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HexVTL7r5G9aAli9jH7qC3kjB84Nk/xFFq9b1CdwVkC/2p1t7AXXvbbzyEV4WySZ 8AnvDfBI3Z0u2/1743SPgQ== 0000909518-02-000737.txt : 20021009 0000909518-02-000737.hdr.sgml : 20021009 20021009164453 ACCESSION NUMBER: 0000909518-02-000737 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021009 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ CENTRAL INDEX KEY: 0000824468 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH SWITZERLAND MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH SWITZERLAND FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MONTPELIER RE HOLDINGS LTD CENTRAL INDEX KEY: 0001165880 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78523 FILM NUMBER: 02785305 BUSINESS ADDRESS: STREET 1: MINTFLOWER PLACE STREET 2: 8 PAR-LA-VILLE ROAD CITY: HAMILTON HM 08 STATE: B0 ZIP: 00000 BUSINESS PHONE: 441 296 5550 MAIL ADDRESS: STREET 1: MINTFLOWER PLACE STREET 2: 8 PAR-LA-VILLE ROAD CITY: HAMILTON HM 08 STATE: B0 ZIP: 00000 SC 13G 1 mv10-9_13g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _____________)* MONTPELIER RE HOLDINGS LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares, 1/6th of a cent par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) G62185 10 6 (CUSIP Number) October 9, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 7 Pages - ---------------- --------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Credit Suisse First Boston, on behalf of the Investment Banking Business of the Credit Suisse First Boston business unit I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ---------------- --------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ---------------- --------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------- --------------------------------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------- ------------- --------------------------------------------------------------------------- 5 SOLE VOTING POWER None NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------- ------------- --------------------------------------------------------------------------- 6 SHARED VOTING POWER 7,200,000** - -------------------------------- ------------- --------------------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER None - -------------------------------- ------------- --------------------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 7,200,000 - ---------------- --------------------------------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,200,000 - ---------------- --------------------------------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ---------------- --------------------------------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.6% - ---------------- --------------------------------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON BK, HC, OO - ---------------- ---------------------------------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT! ** See Item 4(b) below. Page 2 of 7 ITEM 1. NAME OF ISSUER AND ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: (a) Name of Issuer: Montpelier Re Holdings Ltd. (the "Company") (b) Address of Issuer's Principal Executive Offices: Mintflower Place 8 Par-la-ville Road Hamilton HM 08 Bermuda ITEM 2. PERSON FILING: (a) Name of Person Filing: See Item 1 on the cover page. See also, Schedule I. (b) Address of Principal Business Office or, if none, Residence: Uetlibergstrasse 231, P.O. Box 900, CH-8070 Zurich, Switzerland (c) Citizenship: Switzerland (d) Title of Class of Securities: Common Shares, par value 1/6th of a cent per share (e) CUSIP Number: G62185 10 6 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Page 3 of 7 ITEM 4. OWNERSHIP. ITEM 4(A): AMOUNT BENEFICIALLY OWNED: See response to Item 9 on page 2. ITEM 4(B): PERCENT OF CLASS: See response to Item 11 on page 2 and see Schedule I. In general, except as provided in the issuer's Bye-laws, shareholders have one vote for each Common Share held by them and are entitled to vote on a non-cumulative basis at all meetings of shareholders. The issuer's Bye-laws, provide, among other things, that if, and so long as, the "controlled shares" (as defined below) of any person would otherwise represent more than 9.5% of the voting power of all of the shares entitled to vote generally at an election of directors, then the votes conferred by the controlled shares owned by such person shall be automatically reduced by whatever amount is necessary so that after any such reduction the votes conferred by the controlled shares of such person shall constitute 9.5% of the total voting power of all the shares entitled to vote generally at any election of directors. "Controlled shares" means, among other things, all Common Shares that a person is deemed to beneficially own, directly, indirectly or constructively (within the meaning of Section 958 of the United States Internal Revenue Code of 1986, as amended). Therefore, as of the date hereof, the Reporting Person presently believes that it would not be entitled to more than 9.5% of the voting power of all the shares entitled to vote generally at any election of directors. In addition, certain affiliates of the Reporting Person are parties to a shareholders agreement which grants such affiliates certain registrations rights, tag-along rights with respect to proposed sales of 20% or more of the outstanding Common Shares by a shareholder (or group of shareholders) and certain information rights with respect to the Company. The shareholders agreement is filed as Exhibit 10.1 to the Company's S-1 registration statement (Registration No. 333-89408). ITEM 4(C): Number of shares as to which the Reporting Person has: (i) sole power to vote or direct the vote: See response to Item 5 page 2. (ii) shared power to vote or to direct the vote: See response to Item 6 on page 2. (iii) sole power to dispose of or to direct the disposition of: See response to Item 7 on page 2. (iv) shared power to dispose of or to direct the disposition of: See response to Item 8 on page 2. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. N/A Page 4 of 7 ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. The limited partners of the CSFB entities have the right to receive the dividends from, or the proceeds from the sale of, the Common Shares reported as beneficially owned in this statement. None of such limited partners has such authority with respect to more than 5% of the Common Shares. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. See Schedule I. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. N/A ITEM 9. NOTICE OF DISSOLUTION OF GROUP. N/A ITEM 10. CERTIFICATION. (a) N/A (b) N/A Page 5 of 7 SIGNATURES After reasonable 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. CREDIT SUISSE FIRST BOSTON, on behalf of the Investment Banking Business of the Credit Suisse First Boston business unit By: /s/ Ivy B. Dodes -------------------------------------- Name: Ivy B. Dodes Title: Managing Director Page 6 of 7 SCHEDULE I In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this statement is being filed by the Credit Suisse First Boston, a Swiss Bank (the "Bank"), on behalf itself and its subsidiaries, to the extent that they constitute part of the investment banking business (the "Reporting Person") of the Credit Suisse First Boston business unit (the "CSFB business unit"). The CSFB business unit is also comprised of an asset management business ("Asset Management"). The Reporting Person provides financial advisory and capital raising services, sales and trading for users and suppliers of capital around the world and invests in and manages private equity and venture capital funds. Asset Management provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide. The address of the Bank's principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The ultimate parent company of the Bank is Credit Suisse Group ("CSG"), a corporation formed under the laws of Switzerland. CSG is a global financial services company with two disctint business units. In addition to the CSFB business unit, CSG and its consolidated subsidiaries are comprised of the Credit Suisse Financial Services business unit. CSG's business address is Paradeplatz 8, P.O. Box 1, CH 8070 Zurich, Switzerland. CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the Reporting Person. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including Asset Management and the Credit Suisse Financial Services business unit) may beneficially own shares of the securities of the issuer to which this statement relates (the "Shares"), and such Shares are not reported in this statement. CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. The Reporting Person disclaims beneficial ownership of Shares beneficially owned by CSG, Asset Management and the Credit Suisse Financial Services business unit. Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----