UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

ENDURANCE SPECIALTY HOLDINGS LTD.

(Name of Issuer)

 

ORDINARY SHARES, $1.00 PAR VALUE

(Title of Class of Securities)

 

016404934

(CUSIP Number)

 

DECEMBER 31, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

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).

 


 

CUSIP No.  016404934

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Aon Corporation
36-3051915

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power 
- 0 -

 

7.

Sole Dispositive Power 
- 0 -

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
 0  Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.00%

 

 

12.

Type of Reporting Person (See Instructions)
HC, CO

 

2


 

CUSIP No.  016404934

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Virginia Surety Company, Inc.
(formerly known as Combined Specialty Insurance Company)
36-3186541

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
3,157,395

 

6.

Shared Voting Power 
- 0 -

 

7.

Sole Dispositive Power 
3,157,395

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,157,395 Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.14%

 

 

12.

Type of Reporting Person (See Instructions)
IC, CO

 

3


 

CUSIP No.  016404934

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Combined Insurance Company of America
36-2136262

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
783,035

 

6.

Shared Voting Power 
- 0 -

 

7.

Sole Dispositive Power 
783,035

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
783,035 Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.27%

 

 

12.

Type of Reporting Person (See Instructions)
IC, CO

 

4


 

CUSIP No.  016404934

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Resource Life Insurance Company
47-0482911

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
54,125

 

6.

Shared Voting Power 
- 0 -

 

7.

Sole Dispositive Power 
54,125

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
54,125 Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
.09%

 

 

12.

Type of Reporting Person (See Instructions)
IC, CO

 

5


 

CUSIP No.  016404934

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
London General Insurance Company Limited
1FSF791301

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United Kingdom

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
152,830

 

6.

Shared Voting Power 
- 0 -

 

7.

Sole Dispositive Power 
152,830

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
152,830 Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.25%

 

 

12.

Type of Reporting Person (See Instructions)
IC, CO

 

6


 

CUSIP No.  016404934

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Sterling Life Insurance Company
13-1867829

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
36,085

 

6.

Shared Voting Power 
- 0 -

 

7.

Sole Dispositive Power 
36,085

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
36,085 Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
.06%

 

 

12.

Type of Reporting Person (See Instructions)
IC, CO

 

7


 

CUSIP No.  016404934

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Combined Life Assurance Company of Europe Limited
1FSF938302

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Ireland

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
27,065

 

6.

Shared Voting Power 
- 0 -

 

7.

Sole Dispositive Power 
27,065

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
27,065 Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
.04%

 

 

12.

Type of Reporting Person (See Instructions)
IC, CO

 

8


 

CUSIP No.  016404934

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Aon Warranty Services, Inc.
36-4099665

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power 
- 0 -

 

7.

Sole Dispositive Power 
- 0 -

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
 0  Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.00%

 

 

12.

Type of Reporting Person (See Instructions)
IC, CO

 

9


 

CUSIP No.  016404934

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Aon Pension Plan

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Not Applicable

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power 
- 0 -

 

7.

Sole Dispositive Power 
- 0 -

 

8.

Shared Dispositive Power
- 0 -

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.00%

 

 

12.

Type of Reporting Person (See Instructions)
EP

 

10


 

Item 1.

 

(a)

Name of Issuer
Endurance Specialty Holdings Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
Wellesley House
90 Pitts Bay Road
Hamilton HM 08 Bermuda

 

Item 2.

 

(a)

Name of Person Filing
Aon Corporation (“Aon”) is filing this amendment to Schedule 13G on behalf of itself and certain of its subsidiaries and affiliates, including Virginia Surety Company, Inc. (formerly known as Combined Specialty Insurance Company) (“VSC”), Combined Insurance Company of America (“CICA”), Resource Life Insurance Company (“Resource Life”), London General Insurance Company Limited (“London General”), Sterling Life Insurance Company (“Sterling Life”), Combined Life Assurance Company of Europe Limited (“CLACE”), Aon Warranty Services, Inc. (“AWS”) and the Aon Pension Plan (the “Pension Plan”).

 

 

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.

 

(b)

Address of Principal Business Office or, if none, Residence
The principal business address of each of Aon and AWS is 200 East Randolph Street, Chicago, Illinois 60601.  The principal business address of each of VSC, CICA, Resource Life and Sterling Life is 1000 N. Milwaukee Avenue, Glenview, Illinois 60025.  The principal business address of London General is 8 Devonshire Square, London EC2M 4PL United Kingdom.  The principal business address of CLACE is Merrion House, Merrion Road, Dublin 4, Ireland.  The principal business address of the Pension Plan is c/o Investment Committee, 200 East Randolph Street, Chicago, Illinois 60601.

 

(c)

Citizenship
Aon is a corporation organized under the laws of the State of Delaware.  VSC, CICA, Resource Life, Sterling Life and AWS are insurance companies organized under the laws of the State of Illinois.  London General is an insurance company organized under the laws of the United Kingdom.  CLACE is an insurance company organized under the laws of Ireland.  The Pension Plan is a trust formed under the Employee Retirement Income Security Act of 1974, as amended, for the funding of pension benefits.

 

(d)

Title of Class of Securities
Ordinary Shares, $1.00 par value (“Ordinary Shares”)

 

(e)

CUSIP Number
016404934

 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

11


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

See Items 5 through 9 and Item 11 on pages 2 through 10.

 

 

(a)

Amount beneficially owned:   

 

 

 

Aon, VSC, CICA, Resource Life, London General, Sterling Life and CLACE (collectively with AWS, the “Aon Entities”) collectively beneficially own 4,210,535 ordinary shares of Endurance Specialty Holdings Ltd. (“Endurance”) as of December 31, 2004. Each of AWS and the Pension Plan beneficially own 0 ordinary shares of Endurance as of December 31, 2004.

 

 

Since the filing of the initial Schedule 13G on February 17, 2004, the following transactions have occurred:

 

 

(1)   On March 3, 2004, VSC sold 1,267,984 ordinary shares of Endurance and the Pension Plan sold 607,500 ordinary shares of Endurance.

 

 

(2)   On March 12, 2004, VSC sold 145,297 ordinary shares of Endurance.

 

 

(3)   On June 30, 2004, CICA transferred 474,712 ordinary shares of Endurance to AWS, and Sterling Life transferred 100,000 ordinary shares of Endurance to AWS.

 

 

(4)   On December 2, 2004, Aon sold 379,851 ordinary shares of Endurance, VSC sold 7,322,013 ordinary shares of Endurance, CICA sold 1,294,759 ordinary shares of Endurance, Resource Life sold 150,000 ordinary shares of Endurance, London General sold 3,665 ordinary shares of Endurance, CLACE sold 75,000 ordinary shares of Endurance and AWS sold 574,712 ordinary shares of Endurance.

 

 

As of December 31, 2004: (i) Aon was the record holder of 0 ordinary shares of Endurance; (ii) VSC was the record holder of warrants to purchase 3,157,395 ordinary shares of Endurance; (iii) CICA was the record holder of warrants to purchase 783,035 ordinary shares of Endurance; (iv) Resource Life was the record holder of warrants to purchase 54,125 ordinary shares of Endurance; (v) London General was the record holder of 111,335 ordinary shares and warrants to purchase 41,495 ordinary shares of Endurance; (vi) Sterling Life was the record holder of warrants to purchase 36,085 ordinary shares of Endurance; (vii) CLACE was the record holder of warrants to purchase 27,065 ordinary shares of Endurance; (viii) AWS was the record holder of 0 ordinary shares of Endurance; and (ix) the Pension Plan was the record holder of 0 ordinary shares of Endurance.  All of the warrants held by the Aon Entities to purchase ordinary shares of Endurance are immediately exercisable.

 

12


 

 

(b)

Percent of class:   

The aggregate amount of ordinary shares of Endurance beneficially owned by the Aon Entities is 6.85%.
(According to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, which was filed on November 12, 2004, there were 61,441,602 ordinary shares outstanding on November 9, 2004.  The reported percentage was derived using this number of ordinary shares outstanding.)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

Aon:

0

 

 

 

 

VSC:

3,157,395

 

 

 

 

CICA:

783,035

 

 

 

 

Resource Life:

54,125

 

 

 

 

London General:

152,830

 

 

 

 

Sterling Life:

36,085

 

 

 

 

CLACE:

27,065

 

 

 

 

AWS:

0

 

 

 

 

Pension Plan:

0

 

 

 

(ii)

Shared power to vote or to direct the vote    

0 for each of the Aon Entities and the Pension Plan.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

 

Aon:

0

 

 

 

 

VSC:

3,157,395

 

 

 

 

CICA:

783,035

 

 

 

 

Resource Life:

54,125

 

 

 

 

London General:

152,830

 

 

 

 

Sterling Life:

36,085

 

 

 

 

CLACE:

27,065

 

 

 

 

AWS:

0

 

 

 

 

Pension Plan:

0

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0 for each of the Aon Entities and the Pension Plan.

 

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   o.

 

Not applicable.

 

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 or Control Person

 

Not applicable.

 

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.  This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

 

13


 

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.

 

 

AON CORPORATION

 

Date:    February 14, 2005

 

 

 

 

 

 

 

By:

/s/ Richard E. Barry

 

 

 

Name:

Richard E. Barry

 

 

Title:

Vice President

 

 

 

VIRGINIA SURETY COMPANY, INC.

 

Date:    February 14, 2005

 

 

 

 

 

 

 

By:

/s/ Richard E. Barry

 

 

 

Name:

Richard E. Barry

 

 

Title:

Vice President

 

 

 

 

COMBINED INSURANCE COMPANY OF AMERICA

 

Date:    February 14, 2005

 

 

 

 

 

 

 

By:

/s/ Richard E. Barry

 

 

 

Name:

Richard E. Barry

 

 

Title:

Vice President

 

 

 

 

RESOURCE LIFE INSURANCE COMPANY

 

Date:    February 14, 2005

 

 

 

 

 

 

 

By:

/s/ Richard E. Barry

 

 

 

Name:

Richard E. Barry

 

 

Title:

Vice President

 

 

 

 

LONDON GENERAL INSURANCE COMPANY LIMITED

 

Date:    February 14, 2005

 

 

 

 

 

 

 

By:

/s/ David L. Cole

 

 

 

Name:

David L. Cole

 

 

Title:

Chairman

 

14


 

 

STERLING LIFE INSURANCE COMPANY

 

Date:    February 14, 2005

 

 

 

 

 

 

 

By:

/s/ Richard E. Barry

 

 

 

Name:

Richard E. Barry

 

 

Title:

Vice President

 

 

 

 

COMBINED LIFE ASSURANCE COMPANY OF EUROPE
LIMITED

 

Date:    February 14, 2005

 

 

 

 

 

 

 

By:

/s/ Patrick G. Ryan

 

 

 

Name:

Patrick G. Ryan

 

 

Title:

Chairman and Managing Director

 

 

 

 

AON WARRANTY SERVICES, INC.

 

Date:    February 14, 2005

 

 

 

 

 

 

 

By:

/s/ Richard E. Barry

 

 

 

Name:

Richard E. Barry

 

 

Title:

Vice President

 

 

 

 

AON PENSION PLAN

 

Date:    February 14, 2005

 

 

 

 

 

 

 

By:

/s/ John Reschke

 

 

 

Name:

John Reschke

 

 

Title:

Vice President on behalf of Investment Committee

 

15