UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Axis Capital Holdings Limited
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(Name of Issuer)
Common Shares, $0.0125 par value per share
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(Title of Class of Securities)
G0692U 10 9
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(CUSIP Number)
December 31, 2004
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(Date of Event Which Requires Filing of this Statement)
Ivy Dodes
Credit Suisse First Boston
Eleven Madison Avenue
New York, New York 10010
(212) 325-2000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_|Rule 13d-1(b)
|_|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).
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CUSIP No. G0692U 10 9 13G/A
--------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston, on behalf of the Credit Suisse First Boston
business unit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)|_|
(b)|X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
5 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 11,580,086
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
8 SHARED DISPOSITIVE POWER
11,580,086
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,580,086
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.5%
12 TYPE OF REPORTING PERSON*
BK, HC
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer:
Axis Capital Holdings Limited
(b) Address of Issuer's Principal Executive Offices:
106 Pitts Bay Road, Pembroke HM 08, Bermuda
Item 2.
(a) Name of Persons Filing:
Credit Suisse First Boston, on behalf of the Credit Suisse First
Boston business unit. See Schedule I.
(b) Address of Principal Business Office:
Uetlibergstrasse 231, P.O. Box 900, CH-8070 Zurich, Switzerland
(c) Citizenship:
Switzerland
(d) Title of Class of Securities:
Common Shares, $0.0125 par value per share
(e) CUSIP Number:
G0692U 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 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) |_| Person registered as an investment adviser under Section 203 of
the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under
the laws of any state.
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with
ss.240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company or Control Person in accordance with
ss.240.13d-1(b)(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 ss.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.
(c) Number of shares as to which such 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 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 11, 2005
CREDIT SUISSE FIRST BOSTON,
solely on behalf of the CREDIT
SUISSE FIRST BOSTON
BUSINESS UNIT
By: /s/ Ivy Dodes
----------------------
Name: Ivy Dodes
Title: Managing Director
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
First Boston (the "Bank"), a Swiss bank, on behalf of itself and its
subsidiaries, to the extent that they constitute the Credit Suisse First Boston
business unit (the "CSFB business unit") excluding Asset Management (as defined
below) (the "Reporting Person"). The CSFB business unit is also comprised of an
asset management business principally conducted under the brand name Credit
Suisse Asset Management ("Asset Management"). 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. Asset Management provides asset management and
investment advisory services to institutional, mutual fund and private investors
worldwide. 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 with three distinct business units. In addition to the CSFB
business unit, CSG and its consolidated subsidiaries are comprised of the Credit
Suisse business unit (the "Credit Suisse business unit") and the Winterthur
business unit (the "Winterthur business unit"). The Credit Suisse business unit
offers global private banking and corporate and retail banking services in
Switzerland. The Winterthur business unit 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
Asset Management, the Credit Suisse business unit and the Winterthur business
unit) 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 Asset Management, the
Credit Suisse business unit and the Winterthur business unit disclaims
beneficial ownership of Shares beneficially owned by the Reporting Person. The
Reporting Person disclaims beneficial ownership of Shares beneficially owned by
CSG, Asset Management, the Credit Suisse business unit and the Winterthur
business unit.