SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 14, 2000
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(Date of earliest event reported)
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
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(Exact name of registrant as specified in its charter)
New York 1-12644 13-3261323
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(State or other (Commission (I.R.S. Employer Identification
jurisdiction of File Number)
organization) Number)
350 Park Avenue
New York, New York 10022
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(Address of principal executive offices) (Zip Code)
(212) 826-0100
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On March 14, 2000, Financial Security Assurance Holdings Ltd. (the
"Company") announced that it had entered into an Agreement and Plan of Merger
dated as of March 14, 2000 (the "Merger Agreement"), by and among Dexia S.A.
and Dexia Credit local de France S.A. (each, an "Acquisition Party"), PAJY
Inc. ("Merger Sub") and the Company. Under the terms of the Merger Agreement,
the Company will become a wholly owned subsidiary of the Acquisition Parties
through the merger of Merger Sub with and into the Company (the "Merger").
Under the terms of the Merger Agreement, each common share of the
Company will be converted into the right to receive $76 in cash. The Merger is
subject to various conditions set forth in the Merger Agreement, including the
adoption of the Merger Agreement by the shareholders of the Company, certain
regulatory approvals and other customary conditions.
Copies of the Merger Agreement and the press release dated March 14,
2000, are attached hereto as Exhibits 2.1 and 99.1, respectively, and
incorporated herein by reference in their entirety.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description
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2.1 Agreement and Plan of Merger dated as of March 14, 2000, by and
among Dexia S.A., Dexia Credit local de France S.A., PAJY Inc. and
Financial Security Assurance Holdings Ltd.
99.1 Press release of Dexia S.A. and Financial Security Assurance
Holdings Ltd. dated March 14, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.,
by: /s/ Bruce E. Stern
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Name: Bruce E. Stern
Title: Managing Director
Date: March 14, 2000
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Exhibit Index
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Exhibit Description
2.1 Agreement and Plan of Merger dated as of March 14, 2000, by and
among Dexia S.A., Dexia Credit local de France S.A., PAJY Inc. and
Financial Security Assurance Holdings Ltd.
99.1 Press release of Dexia S.A. and Financial Security Assurance
Holdings Ltd. dated March 14, 2000.