SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 6, 1998 Financial Security Assurance Holdings Ltd. (Exact name of registrant as specified in its charter) New York 1-12644 13-3261323 - -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 Page 2 Item 7. Financial Statements and Exhibits. This current report on Form 8-K is being filed to incorporate by reference into Registration Statement No. 333-34181 on Form S-3, the documents included as Exhibits hereto, relating to $100,000,000 aggregate principal amount of 6.950% Senior Quarterly Income Debt Securities due 2098 of Financial Security Assurance Holdings Ltd. (the "Company"). Exhibit Number Description -------------- ----------- 1. Underwriting Agreement dated November 6, 1998 between the Underwriters listed on Schedule I thereto and the Company. 2. Form of 6.950% Senior Quarterly Income Debt Securities due 2098. 3. Consent of PricewaterhouseCoopers LLP to reference to that Firm under the caption "Experts" in the Prospectus Supplement dated November 6, 1998 with respect to the 6.950% Senior Quarterly Income Debt Securities due 2098. 4. Computation of Ratios of Earnings to Fixed Charges Schedule. 5. Officers' Certificate pursuant to Section 2.01 and 2.03 of the Indenture. 6. First Supplemental Indenture dated as of November 13, 1998, between the Company and First Union National Bank, as Trustee. Page 3 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FINANCIAL SECURITY ASSURANCE HOLDINGS LTD., Date: November 6, 1998 By: /s/ Bruce Stern ------------------------------------- Bruce E. Stern, Managing Director EXHIBIT INDEX Exhibit Number Description -------------- ----------- 1. Underwriting Agreement dated November 6, 1998 between the Underwriters listed on Schedule I thereto and the Company. 2. Form of 6.950% Senior Quarterly Income Debt Securities due 2098. 3. Consent of PricewaterhouseCoopers LLP to reference to that Firm under the caption "Experts" in the Prospectus Supplement dated November 6, 1998 with respect to the 6.950% Senior Quarterly Income Debt Securities due 2098. 4. Computation of Ratios of Earnings to Fixed Charges Schedule. 5. Officers' Certificate pursuant to Section 2.01 and 2.03 of the Indenture. 6. First Supplemental Indenture dated as of November 13, 1998, between the Company and First Union National Bank, as Trustee.