Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ARCH CAPITAL GROUP LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
767711 10 4
(CUSIP Number)
Andrew Carr
President
Trident Corp., general partner of
The Trident Partnership, L.P.
Victoria Hall
11 Victoria Street
Hamilton HM 11, Bermuda
Phone (441) 292-8370
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 9, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
---------------------------- ---------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Trident Partnership, L.P.
IRS Identification Number: 98-0152024
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------------- ---------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
---------------------------- ---------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,061
----------- ---------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
----------- ---------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,061
----------- ---------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
None
---------------------------- ---------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,061
---------------------------- ---------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
---------------------------- ---------------------------------------------------
---------------------------- ---------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
---------------------------- ---------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
---------------------------- ---------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER
-------------------
The class of equity securities to which this Schedule 13D/A relates is
the Common Stock, par value $.01 per share (the "Shares"), of Arch Capital
Group, Ltd. (f/k/a Risk Capital Holdings, Inc.), a Bermuda corporation ("Arch").
The principal executive offices of Arch are located at 20 Horseneck Lane,
Greenwich, Connecticut 06830.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
Item 2 is hereby amended to the extent set forth below:
The Trident Partnership, L.P. (the "Reporting Person") is an investment
partnership and its general partner is Trident Corp. ("General Partner").
Schedule I attached hereto and incorporated herein by reference sets forth, with
respect to each current executive officer and director of the General Partner
the following information: (a) name; (b) residence or business address; and (c)
present principal occupation or employment and the name, principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted. Each person listed on
Schedule I, unless otherwise indicated, is a United States citizen.
Neither the Reporting Person nor, to the knowledge of the Reporting
Person, any other person identified pursuant to this Item 2, (a) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), during the last five years or (b) has been a party, during the
last five years, to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
N/A
ITEM 4. PURPOSE OF THE TRANSACTION
--------------------------
Item 4 is hereby amended to add the following:
The Reporting Person received 391,761 Shares on April 9, 2002, as a
result of a cashless exercise of its 1,386,079 Class A Warrants. The Warrants
had an exercise price of $20.00 per share, and the cashless exercise was based
on the closing price of $27.88 for the Shares on April 8, 2002, the day prior to
the date on which notice The Reporting Person provided its notice of exercise.
The Reporting Person also sold 640,700 Shares in market transactions on April 9,
2002, at an average net per Share price of $27.05 (or approximately $17.3
million in the aggregate). Following these transactions, the Reporting Person
owned 1,061 Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
Item 5 is hereby amended to add the following:
(a) As of April 12, 2002, the Reporting Person beneficially owned
Shares as follows:
Number of % of
Shares of Class of
Common Stock Common Stock
1,061 0.0%
(e) In accordance with the provisions of Paragraph (e) of Item 5 of
Schedule 13D, the Reporting Person hereby states that it ceased to own at least
5.0% of the Shares on April 9, 2002. The 1,061 Shares owned by the Reporting
Person represent in the aggregate 0.0% of the 15,765,332 Shares outstanding, as
reported in Arch's most recently filed Form 10-K filed on March 18, 2002.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 6 is hereby amended to add the following:
Pursuant to a Letter Agreement dated November 8, 2001, the right of the
Reporting Person to designate a director to the Board of Directors of Arch was
terminated.
ITEM 7. MATERIAL TO BE FILED AS EXHIBIT
-------------------------------
1. Letter Agreement dated November 8, 2001, among Arch, the Reporting
Person and the other parties thereto.
SIGNATURE
After reasonable inquiry and to my best knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: April 12, 2002 THE TRIDENT PARTNERSHIP, L.P.
By: Trident Corp., as sole General Partner
By: /s/ Martine Purssell
------------------------------------------
Name: Martine Pursell
Title: Assistant Secretary
Trident Corp.
An asterisk indicates that a person is a director.
Name and Business Address Principal Occupation or Employment
Andrew Carr President of Marsh Management Services
Trident Corp. (Bermuda) Ltd
Victoria Hall
11 Victoria Street
Hamilton HM 11, Bermuda
(Bermuda Citizen)
Charles A. Davis* Vice Chairman of Marsh & McLennan
MMC Capital, Inc. Companies, Inc.
20 Horseneck Lane President & Chief Executive Officer of
Greenwich, CT 06830 MMC Capital, Inc.
Richard A. Goldman* Principal and Finance Director of
MMC Capital, Inc. MMC Capital, Inc.
20 Horseneck Lane
Greenwich, CT 06830
Rory Gorman Managing Director of Marsh Management
Trident Corp. Services (Bermuda) Ltd
Victoria Hall
11 Victoria Street
Hamilton HM 11, Bermuda
(Irish Citizen)
Meryl D. Hartzband * Principal and Investment Director of
MMC Capital, Inc. MMC Capital, Inc.
20 Horseneck Lane
Greenwich, CT 06830
Martine Purssell Vice President of Marsh Management
Trident Corp. Services (Bermuda) Ltd
Victoria Hall
11 Victoria Street
Hamilton HM 11, Bermuda
(British Citizen)
Seamus Tivnan Branch Manager of Marsh Management
Trident Corp. Services Cayman Limited
Victoria Hall
11 Victoria Street
Hamilton HM 11, Bermuda
(Irish Citizen)