UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 16, 2005
Financial Security Assurance Holdings Ltd.
(Exact name of registrant as specified in its charter)
New York | | 1-12644 | | 13-3261323 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification
No.) |
| | | | |
350 Park Avenue, New York, NY | | 10022 |
(Address of principal executive offices) | | (Zip Code) |
|
Registrant’s telephone number, including area code: (212) 826-0100 |
|
Not applicable. |
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 420.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
This amended current report has been prepared to revise information regarding the number of shares of restricted stock of Dexia S.A. awarded to the executive officers of Financial Security Assurance Holdings Ltd. (the “Company”) in the annual awards of performance share units awarded them pursuant to the Company’s 2004 Equity Participation Plan. The information was originally provided in the Company’s current report on Form 8-K filed on February 23, 2005.
Item 1.01. Entry into a Material Definitive Agreement.
On February 16, 2005, the Human Resources Committee (the “Committee”) of the Board of Directors of Financial Security Assurance Holdings Ltd. (the “Company”) made the following ordinary course annual awards of executive officer compensation:
The 2005 salaries of the executive officers of the Company shall be as follows:
Robert P. Cochran | | $ | 500,000 | |
Séan W. McCarthy | | 320,000 | |
Bruce E. Stern | | 250,000 | |
Russell B. Brewer II | | 250,000 | |
Joseph W. Simon | | 250,000 | |
The 2004 bonuses of the executive officers of the Company shall be as follows:
Robert P. Cochran | | $ | 3,400,000 | |
Séan W. McCarthy | | 3,000,000 | |
Bruce E. Stern | | 900,000 | |
Russell B. Brewer II | | 900,000 | |
Joseph W. Simon | | 750,000 | |
In addition, the Committee made annual awards of performance share units (“PSU”) pursuant to the Company’s 2004 Equity Participation Plan (the “Plan”). Performance share units awarded pursuant to the Plan are comprised of (a) performance shares (“PS”), which are valued based upon the Company’s return on equity during two three-year performance cycles, and (b) restricted stock of Dexia S.A. (“Dexia shares”), of which the Company is an indirect subsidiary. The awards were made as follows:
Robert P. Cochran | | 34,000 PSU | | Comprised of : | | 30,600 PS and 19,671 Dexia shares | |
Séan W. McCarthy | | 25,000 PSU | | Comprised of : | | 22,500 PS and 14,464 Dexia shares | |
Bruce E. Stern | | 9,000 PSU | | Comprised of : | | 8,100 PS and 5,207 Dexia shares | |
Russell B. Brewer II | | 9,000 PSU | | Comprised of : | | 8,100 PS and 5,207 Dexia shares | |
Joseph W. Simon | | 8,000 PSU | | Comprised of : | | 7,200 PS and 4,629 Dexia shares | |
The performance share units will be allocated as follows:
• 33-1/3% of the performance shares shall be allocated to the three-year performance cycle beginning January 1, 2005 and ending December 31, 2007, with a 2.5-year vesting period and three-year restricted period for the associated shares of Dexia restricted stock; and
• 66-2/3% to the three-year performance cycle beginning January 1, 2006 and ending December 31, 2008, with a 3.5-year vesting period and four-year restricted period for the associated shares of Dexia restricted stock.
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The Committee determined that the Dexia restricted stock would be valued at the average actual purchase price paid by the Company for such shares when purchased on the open market, which equaled approximately $22.69 per share.
The salary, bonus and performance share units awarded to Messrs. Cochran and McCarthy were in accordance with their employment agreements with the Company.
The form of the agreement evidencing the award of performance shares is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Form of Financial Security Assurance Holdings Ltd. Agreement Evidencing Award of Performance Shares (Previously filed as Exhibit 99.1 to Current Report on Form 8-K (Commission File No. 1-12644) dated February 16, 2005, and incorporated herein by reference).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD. |
| |
| |
Date: February 28, 2005 | By: | /s/ Bruce E. Stern |
| | Name: Bruce E. Stern |
| | Title: General Counsel and Managing Director |
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EXHIBIT INDEX
Exhibit
Number | | Description |
| | |
99.1 | | Form of Financial Security Assurance Holdings Ltd. Agreement Evidencing Award of Performance Shares (Previously filed as Exhibit 99.1 to Current Report on Form 8-K (Commission File No. 1-12644) dated February 16, 2005, and incorporated herein by reference). |
