Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of September, 2004
CONVERIUM HOLDING AG
-----------------------------------------------
(Translation of registrant's name into English)
Baarerstrasse 8
CH-6300 Zug
Switzerland
----------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
------- -------
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
------- -------
If "Yes" is marked, indicate the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- Not Applicable
Disclosures with respect to the Extraordinary General Meeting of Converium
Holding Ltd, held on September 28, 2004
Issuer: Converium Holding Ltd
Sec. ID no.: 1'299'771
ISIN: CH0012997711
We herewith inform you about the resolutions having been taken by the
Extraordinary General Meeting of September 28, 2004. All resolutions were taken
electronically.
Proposal 1: Reduction of the share capital
The Extraordinary General Meeting agreed with the majority of votes cast
a) To reduce the Company's share capital from CHF 400'062'170 by CHF
200'031'085 to CHF 200'031'085;
b) To effect the reduction of the Company's share capital by a reduction
of the nominal value of each of the Company's 40'006'217 registered
shares from CHF 10 per share by CHF 5 to CHF 5 per share;
c) To book an amount corresponding to the amount of the reduction of the
Company's share capital of CHF 200'031'085 (Herabsetzungsbetrag) as
general reserves of the Company; and
d) To book any accounting profit, if any, resulting from such reduction
of the Company's share capital as general reserves of the Company and
not to distribute to the shareholders (according to article 732 para.
4 CO).
Proposal 2: Ordinary Capital Increase
The Extraordinary General Meeting agreed with the majority of votes cast the
following:
a) Increase of the share capital by CHF 533'416'225 through the issuance
of 106'683'245 fully paid registered shares with a nominal value of
CHF 5 each.
b) The amount of the capital contribution is CHF 5 per share.
c) The shares to be newly issued are issued with an issue price of CHF 5
per share, totally with an issue price of CHF 533'416'225.
d) The shares to be issued will be entitled to dividends starting with
the business year 2004.
e) The contribution with respect to the shares shall be made in cash.
f) The shares to be newly issued shall be subject to the restrictions set
forth in art. 5 of the Articles of Incorporation.
g) The shares to be newly issued shall have no preferential rights.
h) The preemptive rights (Bezugsrechte) of the existing shareholders will
be granted. To execute the capital increase the shares to be newly
issued will be underwritten by Credit Suisse First Boston with its
seat in Zurich and by J.P. Morgan Securities Ltd. with its seat in
London on the basis of an Underwriting Agreement (Festubernahmevetrag)
concluded
on September 27, 2004. However, the shares are offered to the
shareholders at the price of CHF 5 per share. The Board of Directors is
authorized to determine the further terms for exercising the purchase
rights. A trading of preemptive rights takes place. Shares in respect
of purchase rights not exercised shall be placed in the market by
Credit Suisse First Boston and J.P. Morgan Securities Ltd. according to
the conditions of the Underwriting Agreement (Festubernahmevertrag).
Proposal 3: Share capital
The Extraordinary General Meeting agreed with the majority of votes cast to
adapt art. 3 (share capital), 3a (contingent share capital for option rights
and/or conversion rights) and 3b (authorized share capital) of the Articles of
Incorporation according to the new nominal value of CHF 5 per share.
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, thereunto duly authorized.
CONVERIUM HOLDING AG
By: /s/ Dirk Lohmann
----------------
Name: Dirk Lohmann
Title: CEO
By: /s/ Christian Felderer
----------------------
Name: Christian Felderer
Title: General Legal Counsel
Date: September 29, 2004