scor_sc13e-3a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Transaction Statement

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

SCOR Holding (Switzerland) Ltd.

(Names of Persons Filing Statement)

American Depositary Shares (as evidenced by American Depositary Receipts), each representing one-half (1/2) of one registered share, nominal value CHF 5 per share

Registered Shares, nominal value CHF 5 per share

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

François de Varenne

Chief Operating Officer

1, avenue du Général de Gaulle

92074 Paris – La Défense Cedex

Tel. No.: + 33 1 46 98 70 00

(Name, Address, and Telephone Numbers of Person(s) Authorized

to Receive Notices and Communications on Behalf of Person Filing Statement)

This statement is filed in connection with (check the appropriate box):

[ ] a. The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.

[ ] b. The filing of a registration statement under the Securities Act of 1933.

[ ] c. A tender offer.

[X] d. None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ]

Check the following box if the filing is a final amendment reporting the results of the transaction: [X]

____________________

Calculation of Filing Fee

Transaction Valuation*		Amount of Filing Fee**
$43,934,817		$1,726.64

* For the purpose of calculating the filing fee only, this amount is based on the purchase of 2,521,210 American Depositary Shares (as evidenced by American Depositary Receipts), each representing one-half (1/2) of one registered share, nominal value CHF 5 per share, of SCOR Holding (Switzerland) Ltd. at approximately $7.73 per share (based on the value of one-quarter of a SCOR SE share according to the closing price per SCOR SE share on January 22, 2007 plus CHF 3.07854 in cash and using the Swiss franc conversion rate to US dollars as published by the US Federal Reserve Certified Noon Buying Rate on January 22, 2007) and the purchase of 1,580,211 registered shares, nominal value CHF 5 per share, of SCOR Holding (Switzerland) Ltd. at approximately $15.47 per share (based on the value of one-half of a SCOR SE share according to the closing price per SCOR SE share on January 22, 2007 plus CHF 6.15708 in cash and using the Swiss franc conversion rate to US dollars as published by the US Federal Reserve Certified Noon Buying Rate on January 22, 2007).

** The amount of the filing fee was calculated based on a rate of $39.30 per $1,000,000 of the aggregate value of the transaction.

____________________

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$1,726.64

Form or Registration No.:	Schedule 13E-3

Filing Party:	SCOR SE

Date Filed:	January 25, 2008

This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13E-3 Transaction Statement filed with the Securities and Exchange Commission (the "SEC") on January 25, 2008, as amended on January 29, 2008, March 11, 2008 and April 18, 2008 (the "Statement"), by SCOR SE, a societas europaea organized under the laws of the Republic of France ("SCOR" or the "Filing Person"), pursuant to Section 13(e) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13e-3 thereunder ("Rule 13e-3"). SCOR is a reinsurance company providing treaty and facultative reinsurance on a worldwide basis to Property-Casualty and Life insurers.

SCOR Holding (Switzerland) Ltd., a corporation organized under the laws of Switzerland (the "Subject Company"), is an international multi-line reinsurer with a distinct emphasis on specialty lines. Until September 11, 2007, the Subject Company was called Converium Holding Ltd.

ITEM 15. ADDITIONAL INFORMATION.

Item 15 is hereby amended and supplemented as follows:

On May 15, 2008, the Court declared the Cancellation of all the remaining publicly held Shares not owned by SCOR, resulting in their cancellation, effective May 20, 2008.

The Registered Shares will be delisted from SWX Swiss Exchange on May 30, 2008 and payment of the Cancellation Consideration is expected to begin June 6, 2008.

(a)(5)(i) English translation of Cancellation notice published in the Swiss Official Gazette of Commerce on November 22, 2007, December 21, 2007 and January 21, 2008, and in Neue Zürcher Zeitung on November 22, 2007 and December 22/23, 2007.*

(a)(5)(ii) Press Release issued by SCOR on May 23, 2008 announcing completion of the Cancellation.

After due 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.

By: /s/ Denis Kessler

Title: Chairman and Chief Executive Officer

Press Release		(p.1/2)
23 May 2008
N° 18 – 2008

For further information, please contact:

Beat Werder	+33 (0)1 46 98 71 39
Chief Communications Officer

Marco Circelli	+33 (0)1 46 98 72 17
Director for Investor Relations

SCOR completes cancellation action of SCOR

Holding (Switzerland) Ltd.’s shares

SCOR announces that following the cancellation of the SCOR Holding (Switzerland) Ltd. (“SHS”) shares that are not owned by SCOR Group, the cancellation compensation will be settled on 6 June 2008. The SHS shares will be delisted from the SWX Swiss Exchange on 30 May 2008 with a last trading day on 29 May 2008.

Legal basis

On 15 May 2008, the Commercial Court of Zurich declared the remaining publicly held shares of SCOR Holding (Switzerland) Ltd at a nominal value of CHF 5 that are not owned by SCOR Group as cancelled, pursuant to Article 33 of the Swiss Federal Act on Stock Exchanges and Securities Trading. The owners of the SHS shares declared cancelled will receive a compensation corresponding to the consideration offered in the framework of the public tender offer initiated by SCOR S.E. on 5 April 2007 and amended on 12 June 2007.

Compensation

For each SHS share a consideration of 0.5 fully paid shares of SCOR with a nominal value of EUR 7.8769723, CHF 5.50 in cash and EUR 0.40 in cash, converted to Swiss francs at the EUR/CHF exchange rate applicable on the day preceding the settlement of the offer (EUR 1 = CHF 1.6427), will be paid. In addition, EUR 0.40 will be paid, corresponding to half of the dividend paid per SCOR share for 2007, converted into Swiss francs at the EUR/CHF exchange rate applicable on the day preceding the settlement of the cancellation compensation. Any fractional amount for half a share of SCOR will be paid out in cash in Swiss francs and correspond to CHF 15.49. The shares of SCOR S.E. have a secondary listing on SWX Swiss Exchange.

Payment

As of 6 June 2008, the respective deposit banks of the SHS shares holders will automatically book out the cancelled SHS shares from the deposit accounts against credit of the above compensation.

Delisting

SCOR SE

1, av. du Général de Gaulle

92074 Paris La Défense Cdx

France

Tél + 33 (0) 1 46 98 70 00

Fax + 33 (0) 1 47 67 04 09

www.scor.com

RCS Nanterre B 562 033 357

Siret 562 033 357 00020

Société Européenne au Capital

de 1 439 335 470,20 Euros

Press Release		(p.2/2)
23 May 2008
N° 18 – 2008

SHS has requested to have its shares delisted from the SWX Swiss Exchange on condition of the cancellation of the remaining publicly-held shares of SHS. In a decision dated 14 November 2007, SWX Swiss Exchange approved this request. The delisting will take place on 30 May 2008. The last trading day of the SHS shares on the SWX Swiss Exchange will be 29 May 2008.

François de Varenne, Chief Operating Officer of SCOR comments: “With the squeeze-out completed and the shares of SHS delisted in Switzerland and in the United States and deregistered with the SEC, SCOR completes its acquisition of Converium less than one year after it opened its public tender offer on 12 June 2007. SHS is now a fully owned subsidiary of the SCOR Group, representing a major milestone in the integration process that is well on track.”

* *

Forward looking statements

SCOR does not communicate "profit forecasts" in the sense of Article 2 of (EC) Regulation n°809/2004 of the European Commission. Thus, any forward looking statements, contained in this communication, should not be held as corresponding to such profit forecasts. Information in this communication may include "forward-looking statements", including but not limited to statements that are predictions of or indicate future events, trends, plans or objectives, based on certain assumptions and include any statement which does not directly relate to a historical fact or current fact. Forward-looking statements are typically identified by words or phrases such as, without limitation, "anticipate", "assume", "believe", "continue", "estimate", "expect", "foresee", "intend", "may increase" and "may fluctuate" and similar expressions or by future or conditional verbs such as, without limitations, "will", "should", "would" and "could." Undue reliance should not be placed on such statements, because, by their nature, they are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, on the one hand, to differ from any results expressed or implied by the present communication, on the other hand.

Please refer to SCOR’s document de référence filed with the AMF on March 28, 2008 under number D.08-0154 (the “Document de Référence"), for a description of certain important factors, risks and uncertainties that may affect the business of the SCOR Group.