|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
7.75% Bonds due 2008 | (1) | 01/26/2005 | J(2) | $ 774,149,000 | (3) | (3) | Assurant Common Stock | (4) | $ 1,000 | $ 774,149,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FORTIS INSURANCE N.V. ARCHIMEDESLAAN 6 3584 BA UTRECHT, P7 |
X |
Jean Dessain, Attorney-in-Fact, on behalf of Fortis Insurance N.V. | 01/26/2005 | |
**Signature of Reporting Person | Date | |
Paul Goris, Attorney-in-Fact, on behalf of Fortis Insurance N.V. | 01/26/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Unless exchanged early or accelerated, each bond in the principal amount of $1,000 will obligate Fortis Insurance N.V. to deliver on January 26, 2008, referred to as the maturity date, the following number of shares of Assurant, Inc. ("Assurant") common stock, subject to anti-dilution adjustments: if the average of the volume weighted average price of Assurant common stock over the 20-trading day period ending on the third trading day prior to the maturity date equals or exceeds the threshold appreciation price of $41.0652, 24.3515; if the average of the volume weighted average price of Assurant common stock over the same period is less than the threshold appreciation price of $41.0652 but is greater than the adjusted initial price of $33.6600, between 24.3515 and 29.7089; and if the average of the volume weighted average price of Assurant common stock over the same period is less than or equal to the adjusted initial price, 29.7089. |
(2) | US$774,149,000 7.75% bonds issued by Fortis Insurance N.V. that are mandatorily exchangeable for a number of shares of common stock of Assurant, Inc. based on the exchange ratio described above, or the cash value thereof. |
(3) | The bonds will be exchanged on January 26, 2008, unless exchanged early following a cash merger of Assurant, Inc. or upon certain tax events or unless the exchange is accelerated pursuant to the terms of the bonds. |
(4) | The bonds are mandatorily exchangeable for a maximum number of 22,999,116 shares of common stock of Assurant, Inc. See footnote 1 for an explanation of the actual number of shares of Assurant common stock that a holder of bonds will receive on the maturity date. |