-----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, F9J/xLL/4+ZF1IMNe/Po9Ny9pI+UWKqaVEizxOkYwcfmnX/LVCNbfEIziLE50ZiG 1ecaaK6kMNoTpYfWBCzC1g== 0000950123-04-001780.txt : 20040213 0000950123-04-001780.hdr.sgml : 20040213 20040213162613 ACCESSION NUMBER: 0000950123-04-001780 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 GROUP MEMBERS: MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP GROUP MEMBERS: MARSH & MCLENNAN COMPANIES INC GROUP MEMBERS: MARSH & MCLENNAN EMPLOYEES SECURITIES COMPANY LP GROUP MEMBERS: MARSH & MCLENNAN GP I INC GROUP MEMBERS: MARSH & MCLENNAN RISK CAPITAL HOLDINGS LTD GROUP MEMBERS: MMC CAPITAL INC GROUP MEMBERS: TRIDENT CAPITAL II LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXIS CAPITAL HOLDINGS LTD CENTRAL INDEX KEY: 0001214816 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79165 FILM NUMBER: 04599513 BUSINESS ADDRESS: STREET 1: 106 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: 00000 BUSINESS PHONE: 4412962600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIDENT II L P CENTRAL INDEX KEY: 0001089446 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: MMC CAPITAL INC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038622900 MAIL ADDRESS: STREET 1: MMC CAPITAL INC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G 1 y94215asc13g.txt ORIGINAL FILING ON SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AXIS Capital Holdings Limited ----------------------------- (Name of Issuer) Common Shares, par value $0.0125 per share ------------------------------------------ (Title of Class of Securities) G0692U 10 9 ----------- (CUSIP Number) June 30, 2003 ------------- (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) [ ] Rule 13d-1(c) [X] 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 disclosure 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. G0692U 10 9 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Trident II, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands Number of 5. SOLE VOTING POWER Shares Beneficially None Owned by Each 6. SHARED VOTING POWER Reporting Person 34,447,643(a) With 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 34,447,643 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,447,643 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.1%(a) 12. TYPE OF REPORTING PERSON PN (a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of common shares held by any shareholder shall be adjusted to the extent necessary so that no shareholder has more than 9.5% of the voting power. Accordingly, the filing person may not have voting power with respect to all of the shares beneficially owned by such person. 2 CUSIP NO. G0692U 10 9 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Trident Capital II, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands Number of 5. SOLE VOTING POWER Shares Beneficially None Owned by Each 6. SHARED VOTING POWER Reporting Person 34,447,643(a) With 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 34,447,643 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,447,643 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.1%(a) 12. TYPE OF REPORTING PERSON PN (a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of common shares held by any shareholder shall be adjusted to the extent necessary so that no shareholder has more than 9.5% of the voting power. Accordingly, the filing person may not have voting power with respect to all of the shares beneficially owned by such person. 3 CUSIP NO. G0692U 10 9 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan Companies, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of 5. SOLE VOTING POWER Shares Beneficially None Owned by Each 6. SHARED VOTING POWER Reporting Person 44,032,509(a) With 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 44,032,509 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,032,509 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 25.6%(a) 12. TYPE OF REPORTING PERSON CO (a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of common shares held by any shareholder shall be adjusted to the extent necessary so that no shareholder has more than 9.5% of the voting power. Accordingly, the filing person may not have voting power with respect to all of the shares beneficially owned by such person. 4 CUSIP NO. G0692U 10 9 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan Risk Capital Holdings, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of 5. SOLE VOTING POWER Shares Beneficially None Owned by Each 6. SHARED VOTING POWER Reporting Person 7,404,827(a) With 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 7,404,827 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,404,827 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8%(a) 12. TYPE OF REPORTING PERSON CO (a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of common shares held by any shareholder shall be adjusted to the extent necessary so that no shareholder has more than 9.5% of the voting power. Accordingly, the filing person may not have voting power with respect to all of the shares beneficially owned by such person. 5 CUSIP NO. G0692U 10 9 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan Capital Professionals Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands Number of 5. SOLE VOTING POWER Shares Beneficially None Owned by Each 6. SHARED VOTING POWER Reporting Person 964,020(a) With 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 964,020 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 964,020 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6%(a) 12. TYPE OF REPORTING PERSON PN (a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of common shares held by any shareholder shall be adjusted to the extent necessary so that no shareholder has more than 9.5% of the voting power. Accordingly, the filing person may not have voting power with respect to all of the shares beneficially owned by such person. 6 CUSIP NO. G0692U 10 9 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan Employees' Securities Company, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands Number of 5. SOLE VOTING POWER Shares Beneficially None Owned by Each 6. SHARED VOTING POWER Reporting Person 969,997(a) With 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 969,997 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 969,997 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6%(a) 12. TYPE OF REPORTING PERSON PN (a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of common shares held by any shareholder shall be adjusted to the extent necessary so that no shareholder has more than 9.5% of the voting power. Accordingly, the filing person may not have voting power with respect to all of the shares beneficially owned by such person. 7 CUSIP NO. G0692U 10 9 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan GP I, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of 5. SOLE VOTING POWER Shares Beneficially None Owned by Each 6. SHARED VOTING POWER Reporting Person 36,381,660(a) With 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 36,381,660 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,381,660 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.1%(a) 12. TYPE OF REPORTING PERSON CO (a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of common shares held by any shareholder shall be adjusted to the extent necessary so that no shareholder has more than 9.5% of the voting power. Accordingly, the filing person may not have voting power with respect to all of the shares beneficially owned by such person. 8 CUSIP NO. G0692U 10 9 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MMC Capital, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of 5. SOLE VOTING POWER Shares Beneficially None Owned by Each 6. SHARED VOTING POWER Reporting Person 36,393,452(a) With 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 11,792 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,393,452 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.1%(a) 12. TYPE OF REPORTING PERSON CO (a) Under the bye-laws of AXIS Capital Holdings Limited, the voting power of common shares held by any shareholder shall be adjusted to the extent necessary so that no shareholder has more than 9.5% of the voting power. Accordingly, the filing person may not have voting power with respect to all of the shares beneficially owned by such person. 9 CUSIP NO. G0692U 10 9 ITEM 1(a) NAME OF ISSUER: AXIS Capital Holdings Limited (the "Company") ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 106 Pitts Bay Road Pembroke, HM 08 Bermuda ITEM 2(a) NAMES OF PERSON FILING: Trident II, L.P. Trident Capital II, L.P. Marsh & McLennan Companies, Inc. Marsh & McLennan Risk Capital Holdings, Ltd. Marsh & McLennan GP I, Inc. MMC Capital, Inc. Marsh & McLennan Capital Professionals Fund, L.P. Marsh & McLennan Employees' Securities Company, L.P. ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: For: Trident II, L.P. Trident Capital II, L.P. c/o Maples & Calder, Ugland House, Box 309 South Church Street, Georgetown Grand Cayman, Cayman Islands For: Marsh & McLennan Companies, Inc. Marsh & McLennan Risk Capital Holdings, Ltd. Marsh & McLennan GP I, Inc. 1166 Avenue of the Americas New York, New York 10036 For: MMC Capital, Inc. 20 Horseneck Lane Greenwich, CT 06830 For: Marsh & McLennan Capital Professionals Fund, L.P. Marsh & McLennan Employees' Securities Company, L.P. c/o Maples & Calder, Ugland House, Box 309 South Church Street, Georgetown Grand Cayman, Cayman Islands 10 CUSIP NO. G0692U 10 9 ITEM 2(c) CITIZENSHIP: Not applicable. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Shares, par value $0.0125 per share ITEM 2(e) CUSIP NUMBER: G0692U 10 9 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4. OWNERSHIP Trident II, L.P. ("Trident II") is the direct beneficial owner of 17,529,331 common shares of the Company ("common shares") and warrants to purchase 16,918,312 common shares. The warrants are currently exercisable at the price of $12.50 per share and expire on November 20, 2011. The sole general partner of Trident II is Trident Capital II, L.P. ("Trident GP"). As the general partner, Trident GP holds voting and investment power with respect to the securities of the Company that are, or may be deemed to be, beneficially owned by Trident II. The manager of Trident II is MMC Capital, Inc. ("MMC Capital"), a wholly owned subsidiary of Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH"), which in turn is a wholly owned, indirect subsidiary of Marsh & McLennan Companies, Inc. ("MMC"). In its role as manager, MMC Capital has delegated authority to exercise voting rights of common shares on behalf Trident II but does not have any power with respect to disposition of common shares held by Trident II. The general partners of Trident GP are Marsh & McLennan GP I, Inc. ("M&M GP"), a wholly owned subsidiary of MMRCH, and two single member limited liability companies that are owned by individuals who are senior executive officers of MMC. Marsh & McLennan Capital Professionals Fund, L.P. ("Trident PF") and Marsh & McLennan Employees' Securities Company, L.P. ("Trident ESC") have agreed that they will co-invest with Trident II, on a pro rata basis in accordance with their committed capital, and will not dispose of their investments prior to the disposition by Trident II. As a result of this agreement, Trident II may be deemed to beneficially own 984,225 common shares directly held by Trident PF and Trident ESC and warrants to purchase 949,792 common shares held by Trident PF and Trident ESC. MMRCH has agreed that it will coordinate the timing of the sale of the common shares held by MMRCH with the sale of common shares (including warrants and common shares issuable upon exercise thereof) held by Trident II. As a result of such agreement, Trident II may be deemed to beneficially own common shares (including warrants and common shares issuable upon exercise thereof) that are held by MMRCH. The number of common shares set forth in this Schedule 13G as beneficially owned by Trident II and Trident GP excludes 9,584,866 common shares that are, or may be deemed to be, beneficially owned by Trident PF, Trident ESC and MMC and its subsidiaries, including M&M GP, MMC Capital and MMRCH. Trident II and Trident GP each disclaim any beneficial ownership of any common shares held by Trident PF, Trident ESC and MMC and its subsidiaries, including M&M GP, which is one of the three general partners of Trident GP, MMC Capital, which is the manager of Trident II, and MMRCH, which is the direct parent of M&M GP and MMC Capital, and this report shall not be construed as an admission that the Reporting Persons are the beneficial owners of such securities for any purpose. 11 CUSIP NO. G0692U 10 9 MMC is not a record holder of any common shares of the Company or any warrants to purchase common shares. However, as the ultimate parent corporation of its various subsidiaries, MMC may be deemed to share voting and investment power with respect to all common shares that are, or may be deemed to be, beneficially owned by each of its subsidiaries. The following wholly-owned subsidiaries of MMC are, or may be deemed to be, the beneficial owner of common shares as follows: (i) 7,404,827 common shares held directly by MMRCH, (ii) 11,792 common shares held directly by MMC Capital, (iii) 18,513,556 common shares and warrants to purchase 17,868,104 common shares that may be deemed to be beneficially owned by M&M GP, and (iv) 234,230 common shares that are, or may deemed to be, beneficially by Putnam Investments Holdings, LLC ("PIH"). The warrants are currently exercisable at the price of $12.50 per share and expire on November 20, 2011. The common shares and warrants to purchase common shares referenced above in clause (iii) of the preceding paragraph of this Item 4 that may be deemed to be beneficially owned by M&M GP consist of the following: (i) 490,756 common shares and warrants to purchase 473,264 common shares that are held directly by Trident PF, (ii) 493,469 common shares and warrants to purchase 476,528 common shares that are held directly by Trident ESC and (iii) 17,529,331 common shares and warrants to purchase 16,918,312 common shares that are held directly by Trident II. The common shares and warrants to purchase common shares referenced two paragraphs above in clause (iv) of this Item that may be deemed to be beneficially owned by PIH consist of the following: (i) 89,159 common shares that are held directly by PIH, (ii) 76,641 common shares that are held directly by Putnam Investments Employees' Securities Company I LLC ("PESC I") and (iii) 68,430 common shares that are held directly by Putnam Investments Employees' Securities Company II LLC ("PESC II"). M&M GP is the sole general partner of Trident PF and Trident ESC, which are private equity limited partnerships. As the sole general partner of Trident PF and Trident ESC, M&M GP has voting and investment power with respect to the all of the common shares and warrants to purchase common shares that are held by Trident PF and Trident ESC. The manager of Trident PF and Trident ESC is MMC Capital. In its role as manager, MMC Capital has delegated authority to exercise voting rights of common shares on behalf Trident PF and Trident ESC but does not have any power with respect to disposition of common shares held by Trident PF and Trident ESC. MMC and its subsidiaries, including MMRCH, which is the direct parent of M&M GP, M&M GP, which is the general partner of Trident PF and Trident ESC, and MMC Capital, which is the manager of Trident PF and Trident ESC, disclaim any beneficial ownership of common shares and warrants to purchase common shares that are, or may be deemed to be, beneficially owned by Trident PF and Trident ESC, except to the extent of their individual pecuniary interest therein, and this report shall not be construed as an admission that such persons are the beneficial owners of such securities for any purpose. The general partners of Trident GP are M&M GP and two single member limited liability companies that are owned by individuals who are senior executive officers of MMC. The manager of Trident II is MMC Capital. In its role as manager, MMC Capital has delegated authority to exercise voting rights of common shares on behalf Trident II but does not have any power with respect to disposition of common shares held by Trident II. In addition, MMRCH has agreed that it will coordinate the timing of the sale of the common shares held by MMRCH with the sale of common shares (including warrants and common shares issuable upon exercise thereof) held by Trident II. As a result of such agreements and arrangements, MMC, MMRCH, MMC Capital, and M&M GP may be deemed to beneficially own common shares (including warrants and common shares issuable upon exercise thereof) that are held by Trident II. Each of the single member limited liability companies that is a general partner of Trident GP has disclaimed beneficial ownership of the common shares and warrants that are, or may be deemed to be, beneficially owned by Trident II, except to the extent of their individual pecuniary interest therein,. MMC and its subsidiaries, including MMRCH, which is the parent of M&M GP, MMC Capital, which is the manager of Trident II, and M&M GP, which is one of the three general partners of Trident GP, also disclaim any beneficial ownership of common shares and warrants to purchase common shares that are, or may be deemed to be, beneficially owned by Trident II and Trident GP, except to the extent of their individual pecuniary interest therein, and this report shall not be construed as an admission that the Reporting Persons are the beneficial owners of such securities for any purpose. 12 CUSIP NO. G0692U 10 9 PIH is the managing member of PESC I and PESC II, which are private equity limited partnerships. As the managing member of PESC I and PESC II, PIH has voting and investment power with respect to the all of the common shares that are held by PESC I and PESC II. MMC and its subsidiaries, including PIH, which is the managing member of PESC I and PESC II, disclaim any beneficial ownership of common shares that are, or may be deemed to be, beneficially owned by PESC I and PESC II, except to the extent of their individual pecuniary interest therein, and this report shall not be construed as an admission that such persons are the beneficial owners of such securities for any purpose. PIH, PESC I and PESC II have filed a separate Schedule 13G with respect to their holdings in the Company. MMRCH, Trident II, Trident PF, Trident ESC, PIH, PESC I and PESC II are parties to a shareholders agreement which grants such parties certain registration 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. 333-103620). The information in items 5 through 9 and item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference. 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 Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATION. Not applicable because the statement is filed pursuant to Rule 13d-1(d). 13 CUSIP NO. G0692U 10 9 SIGNATURE 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. Date: February 13, 2004 TRIDENT II, L.P. By: Trident Capital II, L.P., its sole general partner By: CD Trident II, LLC, a general partner By:/s/ David J. Wermuth ------------------------------------- Name: David J. Wermuth Title: Vice President TRIDENT CAPITAL II, L.P. By: CD Trident II, LLC, a general partner By:/s/ David J. Wermuth ------------------------------------- Name: David J. Wermuth Title: Vice President MARSH & MCLENNAN COMPANIES, INC. By:/s/ Leon Lichter ------------------------------------ Name: Leon Lichter Title: Vice President and Corporate Counsel MARSH & MCLENNAN RISK CAPITAL HOLDINGS, LTD. By:/s/ David Wermuth ------------------------------------ Name: David Wermuth Title: Assistant Secretary MARSH & MCLENNAN GP I, INC. By:/s/ David Wermuth ------------------------------------ Name: David J. Wermuth Title: Assistant Secretary MMC CAPITAL, INC. By:/s/ David Wermuth ------------------------------------ Name: David J. Wermuth Title: Principal and Legal Director 14 MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By:/s/ David Wermuth ------------------------------------ Name: David J. Wermuth Title: Assistant Secretary MARSH & MCLENNAN EMPLOYEES' SECURITIES COMPANY, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By:/s/ David Wermuth ------------------------------------ Name: David J. Wermuth Title: Assistant Secretary 15 Exhibit A JOINT FILING AGREEMENT The undersigned agree that the Statement on Schedule 13G to which this exhibit is attached is filed on behalf of each of them in capacities set forth below. Date: February 13, 2004 TRIDENT II, L.P. By: Trident Capital II, L.P., its sole general partner By: CD Trident II, LLC, a general partner By:/s/ David J. Wermuth ------------------------------------------- Name: David J. Wermuth Title: Vice President TRIDENT CAPITAL II, L.P. By: CD Trident II, LLC, a general partner By:/s/ David J. Wermuth -------------------------------------------- Name: David J. Wermuth Title: Vice President MARSH & MCLENNAN COMPANIES, INC. By:/s/ Leon Lichter ----------------------------------------------- Name: Leon Lichter Title: Vice President and Corporate Counsel MARSH & MCLENNAN RISK CAPITAL HOLDINGS, LTD. By:/s/ David Wermuth ---------------------------------------------- Name: David Wermuth Title: Assistant Secretary MARSH & MCLENNAN GP I, INC. By:/s/ David Wermuth --------------------------------------------- Name: David J. Wermuth Title: Assistant Secretary MMC CAPITAL, INC. By:/s/ David Wermuth --------------------------------------------- Name: David J. Wermuth Title: Principal and Legal Director MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By:/s/ David Wermuth --------------------------------------------- Name: David J. Wermuth Title: Assistant Secretary MARSH & MCLENNAN EMPLOYEES' SECURITIES COMPANY, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By:/s/ David Wermuth --------------------------------------------- Name: David J. Wermuth Title: Assistant Secretary 2 -----END PRIVACY-ENHANCED MESSAGE-----