-----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, LNwXPznu5U70eTy6mxjAXUg8bC6pyCy4+LJ3Hx0L6FSNESK7K4JSeNrvO4oXufkm iIA01R0y7JmLhgFnYKjCxA== 0000903423-06-000174.txt : 20060214 0000903423-06-000174.hdr.sgml : 20060214 20060214170451 ACCESSION NUMBER: 0000903423-06-000174 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78523 FILM NUMBER: 06616807 BUSINESS ADDRESS: STREET 1: MINTFLOWER PLACE STREET 2: 8 PAR-LA-VILLE ROAD CITY: HAMILTON HM 08 STATE: D0 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: D0 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE/ CENTRAL INDEX KEY: 0000824468 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH STATE: V8 ZIP: CH 8070 BUSINESS PHONE: 41 1 212 16 16 MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH STATE: V8 ZIP: CH 8070 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ DATE OF NAME CHANGE: 19970211 FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 SC 13G/A 1 montpelier-13ga_0202.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*


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)

 

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o 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 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).

 

 

 

 

 

 

 


 

 

CUSIP No. G62185 10 6

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 


Credit Suisse, on behalf of the Investment Banking division

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

 

 

 

(a)

 o

 

 

 

 

 

 

 

 

(b)

x

 

 

 

 

 

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 



SWITZERLAND

 

 

 



NUMBER OF

5

SOLE VOTING POWER

-0-

SHARES
BENEFICIALLY
OWNED BY
EACH

6

SHARED VOTING POWER

1,366,924 (See Item 4(b) below)

REPORTING
PERSON
WITH

7

SOLE DISPOSITIVE POWER

-0-

 

8

SHARED DISPOSITIVE POWER

1,366,924
   

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,366,924
   

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.5%
   

12

TYPE OF REPORTING PERSON

BK

 

  


 

 

Item 1.

 
   

(a)

Name of Issuer:

Montpelier Re Holdings Ltd.

   

(b)

Address of Issuer’s Principal Executive Offices:

Mintflower Place, 8 Par-La-Ville Road, Hamilton HM 08, Bermuda

Item 2.

 
   

(a)

Name of Person Filing:

Credit Suisse, on behalf of the Investment Banking division. See 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, 1/6th of a cent par value per share
   

(e)

CUSIP Number:

G62185 10 6

   

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a(n):
   

(a)

[     ] 

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)

 

 

 

(b)

[     ] 

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)

 

 

 

(c)

[     ] 

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

 

 

 

(d)

[     ] 

Investment company registered under Section 8 of the Investment Company Act (15 U.S.C. 80a-8)

 

 

 

(e)

[     ] 

Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)

 

 

 

(f)

[     ] 

Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)

 

 

 

(g)

[     ] 

Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)

 

 

 

(h)

[     ] 

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

 

 

 

 

 

 

 


 

(i)

[     ] 

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

 

 

 

 

(j)

[     ] 

Group in accordance with §240.13d-1(b)(1)(ii)(J)

 

Item 4.

Ownership
   

(a)

Amount Beneficially Owned:

See response to Item 9 on page 2.

(b)

Percent of Class:

See response to Item 11 on page 2.

 

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 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 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 terminated upon the issuer's initial public offering. Certain provisions of such shareholders agreement, including certain registration rights, survived such termination. The shareholders agreement is filed as Exhibit 10.1 to the Company's S-1 registration statement (Registration No. 333-89408).
   

(c)

Number of shares as to which the person has:
     
 
(i)
 Sole power to vote or to direct the vote:
    See response to Item 5 on 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 or to direct the disposition of:
    See response to Item 7 on page 2.
     
 
(iv)
 Shared power to dispose 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
   

 

 If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [     ] 

 

 

 

 

 

 

 

 

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

See Schedule I.

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.

 

 

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.

 

February 14, 2006

 

  CREDIT SUISSE, on behalf of the
INVESTMENT BANKING division
     
  By:      /s/ Ivy Dodes              
  Name:      Ivy Dodes
     

 

 

 

 

 

 

 


 

 

Schedule I

 

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Schedule 13G/A is being filed by Credit Suisse (the “Bank”), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investment Banking division (the “Investment Banking division”) (the “Reporting Person”). 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. The address of the Bank’s principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting Person’s principal business and office in the United States is Eleven Madison Avenue, New York, New York 10010.

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, active in all major financial centers and providing a comprehensive range of banking and insurance products. CSG and its consolidated subsidiaries are comprised of the Bank and the Winterthur division (the “Winterthur division”). In addition to the Investment Banking division, the Bank is comprised of the Asset Management division (the “Asset Management division”) and the Private Banking division (the “Private Banking division”). The Asset Management division provides asset management and investment advisory services to institutional, mutual fund and private investors worldwide. The Private Banking division offers global private banking and corporate and retail banking services in Switzerland. The Winterthur di vision provides life and non-life insurance and pension products to private and corporate clients worldwide. 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 those subsidiaries that constitute the Asset Management division, the Private Banking division and the Winterthur division) may beneficially own securities 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. Each of the Asset Management division, the Private Banking division and the Winterthur division disclaims beneficial ownership of Shares beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of Shares beneficially owned by CSG, the Asset Management division, the Priva te Banking division and the Winterthur division.

 

 

 

 

 

 

 

 

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