Security Capital Assurance Ltd - 8K - 12/11/06
UNITED
STATES
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): December 11,
2006
————————————
SECURITY
CAPITAL ASSURANCE LTD
(Exact
name of registrant as specified in its charter)
————————————
|
Bermuda
|
001-32950
|
Not
applicable
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
One
Bermudiana Road, Hamilton, Bermuda HM 11
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (441) 292 8515
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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
7.01. Regulation
FD Disclosure.
On
December 11, 2006, the offer to exchange being conducted by the Registrant
and
XL Capital Ltd (“XL”) expired at 5:00 p.m., Eastern Standard Time. Based on the
final count of the depositary for the offer, certain eligible employees of
the
Registrant or its subsidiaries properly tendered 440,532 eligible stock options
and 96,619 eligible unvested restricted Class A Ordinary Shares of XL for
exchange and did not withdraw them. The Registrant will grant LTIP Awards (as
defined in the offer to exchange) for such eligible stock options and eligible
unvested restricted Class A Ordinary Shares of XL pursuant to the terms of
the
offer to exchange.
SIGNATURES
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.
Date: December
12, 2006
SECURITY
CAPITAL ASSURANCE LTD
(Registrant)
By: /s/
Kirstin Romann Gould
Name: Kirstin
Romann Gould
Title:
Secretary