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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934
(Amendment No. )*
ENDURANCE SPECIALTY HOLDINGS LTD.
(Name of Issuer)
ORDINARY SHARES, $1.00 PAR VALUE
(Title of Class of Securities)
016404934
(CUSIP Number)
DECEMBER 31, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons 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. 016404934 |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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5
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared
Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9) |
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12. |
Type of Reporting Person (See Instructions) |
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9
Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuers Principal Executive Offices |
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Item 2. |
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(a) |
Name
of Persons Filing. |
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As required by Rule 13d-1(k)(1), Exhibit 1 to this Schedule 13G contains the Joint Filing Agreement entered into by each of the persons filing this joint disclosure statement. |
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(b) |
Address
of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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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: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A 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); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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See Items 5 through 9 and Item 11 on pages 2 through 9. |
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(a) |
Amount
beneficially owned: As of December 31, 2003: (i) Aon was the record holder of 379,851 ordinary shares of Endurance; (ii) VSC was the record holder of 8,735,294 ordinary shares and warrants to purchase 3,157,395 ordinary shares of Endurance; (iii) CICA was the record holder of 1,769,471 ordinary shares and warrants to purchase 783,035 ordinary shares of Endurance; (iv) Resource Life was the record holder of 150,000 ordinary shares and warrants to purchase 54,125 ordinary shares of Endurance; (v) London General was the record holder of 115,000 ordinary shares and warrants to purchase 41,495 ordinary shares of Endurance; (vi) Sterling Life was the record holder of 100,000 ordinary shares and warrants to purchase 36,085 ordinary shares of Endurance; (vii) CLACE was the record holder of 75,000 ordinary shares and warrants to purchase 27,065 ordinary shares of Endurance; and (viii) the Pension Plan was the record holder of 607,500 ordinary shares of Endurance. All of the warrants held by the Aon Entities to purchase ordinary shares of Endurance are immediately exercisable. |
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(b) |
Percent
of class: |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote |
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Aon: |
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379,851 |
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VSC: |
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11,892,689 |
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CICA: |
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2,552,506 |
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Resource Life: |
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204,125 |
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London General: |
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156,495 |
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Sterling Life: |
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136,085 |
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CLACE: |
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102,065 |
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Pension Plan: |
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607,500 |
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(ii) |
Shared
power to vote or to direct the vote
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(iii) |
Sole power to dispose or to direct the disposition of |
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Aon: |
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379,851 |
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VSC: |
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11,892,689 |
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CICA: |
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2,552,506 |
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Resource Life: |
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204,125 |
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London General: |
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156,495 |
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Sterling Life: |
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136,085 |
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CLACE: |
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102,065 |
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Pension Plan: |
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607,500 |
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(iv) |
Shared
power to dispose or to direct the disposition of |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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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 o. |
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Not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
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Item 10. |
Certification |
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Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c). |
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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.
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AON CORPORATION |
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Date: |
February 17, 2004 |
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By: |
/s/ Richard E. Barry |
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Name: |
Richard E. Barry |
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Title: |
Vice President |
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VIRGINIA SURETY COMPANY, INC. |
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Date: |
February 17, 2004 |
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By: |
/s/ Richard E. Barry |
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Name: |
Richard E. Barry |
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Title: |
Vice President |
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COMBINED INSURANCE COMPANY OF AMERICA |
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Date: |
February 17, 2004 |
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By: |
/s/ Richard E. Barry |
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Name: |
Richard E. Barry |
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Title: |
Vice President |
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RESOURCE LIFE INSURANCE COMPANY |
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Date: |
February 17, 2004 |
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By: |
/s/ Richard E. Barry |
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Name: |
Richard E. Barry |
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Title: |
Vice President |
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LONDON GENERAL INSURANCE COMPANY LIMITED |
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Date: |
February 17, 2004 |
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By: |
/s/ David L. Cole |
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Name: |
David L. Cole |
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Title: |
Chairman |
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STERLING LIFE INSURANCE COMPANY |
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Date: |
February 17, 2004 |
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By: |
/s/ Richard E. Barry |
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Name: |
Richard E. Barry |
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Title: |
Vice President |
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COMBINED
LIFE ASSURANCE COMPANY OF EUROPE |
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Date: |
February 17, 2004 |
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By: |
/s/ Patrick G. Ryan |
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Name: |
Patrick G. Ryan |
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Title: |
Chairman and Managing Director |
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AON PENSION PLAN |
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Date: |
February 17, 2004 |
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By: |
/s/ John Reschke |
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Name: |
John Reschke |
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Title: |
Vice President on behalf of Investment Committee |
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14
EXHIBIT INDEX
Exhibit |
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Description of Exhibit |
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1 |
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Joint Filing Agreement, dated as of February 17, 2004, among each of the Filing Persons. |
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15