UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
PLATINUM UNDERWRITERS HOLDINGS, LTD.
------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
----------------------------------------
(Title of Class of Securities)
G7127P100
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(CUSIP Number)
September 22, 2005
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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).
Continued on following pages
Page 1 of 9 Pages
Exhibit Index: Page 8
SCHEDULE 13G
CUSIP No.: G7127P100 Page 2 of 9 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SOCIETE GENERALE
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
...............................................................................
3. SEC Use Only
...............................................................................
4. Citizenship or Place of Organization
France
...............................................................................
Number of Shares 5. Sole Voting Power 0
Shares .........................................................
Beneficially 6. Shared Voting Power 2,659,600
Owned by Each .........................................................
Reporting 7. Sole Dispositive Power 0
Person With .........................................................
8. Shared Dispositive Power 2,659,600
...............................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,659,600
...............................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
...............................................................................
11. Percent of Class Represented by Amount in Row (9)
5.4%
...............................................................................
12. Type of Reporting Person:
CO
SCHEDULE 13G
CUSIP No.: G7127P100 Page 3 of 9 Pages
...............................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SG AMERICAS SECURITIES, LLC
...............................................................................
2. Check the Appropriate Box if a Member of a Group
(a) [X]
(b) [ ]
...............................................................................
3. SEC Use Only
...............................................................................
4. Citizenship or Place of Organization
Delaware
...............................................................................
Number of Shares 5. Sole Voting Power 0
Shares .........................................................
Beneficially 6. Shared Voting Power 2,659,600
Owned by Each .........................................................
Reporting 7. Sole Dispositive Power 0
Person With .........................................................
8. Shared Dispositive Power 2,659,600
...............................................................................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,659,600
...............................................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
...............................................................................
11. Percent of Class Represented by Amount in Row (9)
5.4%
...............................................................................
12. Type of Reporting Person:
OO; BD
Page 4 of 9 Pages
Item 1(a). Name of Issuer:
Platinum Underwriters Holdings, Ltd. (the "Issuer)
Item 1(b). Address of Issuer's Principal Executive Offices:
The Belvedere Building, 69 Pitts Bay Road, Pembroke, HM 08, Bermuda
Item 2(a). Name of Person Filing
This Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Societe Generale ("SocGen"); and
ii) SG Americas Securities, LLC ("SGAS").
This Statement relates to Shares (as defined herein) held for the
account of Amber Fund Limited, previously known as Lyxor/Amber Fund Limited, a
company with limited liability under Jersey, Channel Islands law ("Amber
Fund"). The manager of Amber Fund is SG Hambros Fund Managers (Jersey) Limited
("SG Hambros"), a wholly-owned subsidiary of SocGen. SG Hambros has delegated
management of Amber Fund to a sub-manager, Lyxor Asset Management, who, in
turn, has further delegated the day-to-day management of Amber Fund to SGAS.
SGAS is a Delaware limited liability company and a wholly-owned subsidiary of
SocGen. SGAS is also a broker-dealer registered under Section 15 of the
Securities Exchange Act of 1934, as amended, and a member of the New York
Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.
In such capacities, SGAS and SocGen may be deemed to have voting and
investment power over the Shares held for the account of Amber Fund.
Item 2(b). Address of Principal Business Office or, if None, Residence
The address of the principal business office of SocGen is 29,
Boulevard Haussmann, 75009, Paris, France. The address of SGAS is 1221, Avenue
of the Americas, New York 10020.
Item 2(c). Citizenship
i) SocGen is a French corporation; and
ii) SGAS is a Delaware limited liability company.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share (the "Shares")
Item 2(e). CUSIP Number:
G7127P100
Page 5 of 9 Pages
Item 3. If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of September 30, 2005, each of SocGen and SGAS may be deemed to
beneficially own the 2,659,600 Shares held for the account of Amber Fund.
Item 4(b) Percent of Class:
The number of Shares of which SocGen and SGAS may be deemed to be
the beneficial owner constitutes approximately 5.4% of the total number of
Shares outstanding (based upon information provided by the Issuer, there were
49,604,759 Shares outstanding following completion of the issuer's offering of
common stock as disclosed in its prospectus dated September 22, 2005
(File No. 333-113823)).
Item 4(c) Number of Shares of which such person has:
SocGen and SGAS:
----------------
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 2,659,600
(iii) Sole power to dispose or direct the disposition of: 0
(iv) Shared power to dispose or direct the disposition of: 2,659,600
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Page 6 of 9 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each of the Reporting Persons certifies that, to
the best of their knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Page 7 of 9 Pages
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.
Date: September 30, 2005 SOCIETE GENERALE
By: /s/ Francois Barthelemy
---------------------------
Name: Francois Barthelemy
Title: Managing Director
Date: September 30, 2005 SG AMERICAS SECURITIES, LLC
By: Societe Generale
Its Sole Member
By: /s/ Francois Barthelemy
---------------------------
Name: Francois Barthelemy
Title: Managing Director
Page 8 of 9 Pages
EXHIBIT INDEX
Ex. Page No.
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A. Joint Filing Agreement, dated September 30, 2005 by and
among Societe Generale and SG Americas Securities LLC.......... 9
Page 9 of 9 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Platinum Underwriters Holdings, Ltd. dated as
of September 30, 2005 is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Date: September 30, 2005 SOCIETE GENERALE
By: /s/ Francois Barthelemy
--------------------------------
Name: Francois Barthelemy
Title: Managing Director
Date: September 30, 2005 SG AMERICAS SECURITIES, LLC
By: Societe Generale
Its Sole Member
By: /s/ Francois Barthelemy
--------------------------------
Name: Francois Barthelemy
Title: Managing Director