UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-3
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ARCH CAPITAL GROUP LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
767711 10 4
(CUSIP Number)
Gregory F. Van Gundy, Esq.
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036-2774
Phone (212) 345-5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 28, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [GRAPHIC OMITTED].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marsh & McLennan Companies, Inc.
IRS Identification Number: 36-2668272
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------------- --------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
----------- --------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
----------- --------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
----------- --------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
None
---------------------------- --------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
None
---------------------------- --------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
---------------------------- --------------------------------------------------
---------------------------- --------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
---------------------------- --------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
---------------------------- --------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marsh & McLennan Risk Capital Holdings, Ltd.
IRS Identification Number: 13-3689981
---------------------------- --------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
---------------------------- --------------------------------------------------
3 SEC USE ONLY
---------------------------- --------------------------------------------------
4 SOURCE OF FUNDS*
N/A
---------------------------- --------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------------- --------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------- --------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,194,705 See Item 5
----------- --------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
----------- --------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,194,705 See Item 5
----------- --------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
None
---------------------------- --------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,194,705 See Item 5
---------------------------- --------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
See Item 5
---------------------------- --------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
---------------------------- --------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
---------------------------- --------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Schedule 13D/A-3 relates is
the Common Stock, par value $.01 per share (the "Shares"), of Arch Capital
Group, Ltd. (f/k/a Risk Capital Holdings, Inc.), a Bermuda corporation ("Arch").
The principal executive offices of Arch are located at 20 Horseneck Lane,
Greenwich, Connecticut 06830. All capitalized terms used in this Amendment and
not otherwise defined herein have the meanings ascribed to such terms in the
Schedule 13D filed on September 29, 1995, as previously amended and
supplemented. Except as amended by this Amendment A-3, the information set
forth in the Schedule 13D remains unchanged.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended to add the following:
On May 16, 2002, Morton O. Schapiro was elected to serve as a director of
MMC. Schedule I attached hereto and incorporated herein by reference sets
forth, with respect to Mr. Schapiro, the following information: (a)~business
address; and (b) present principal occupation or employment and the name,
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted.
Mr. Schapiro is a United States citizen.
To the knowledge of MMC and MMRCH, Mr. Schapiro (a) has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
during the last five years and (b) has not been a party, during the last five
years, to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby amended to add the following:
Between August 15 and September 10, 2002, MMRCH sold 341,300 Shares at an
average net per Share price of $27.95 (or approximately $9.5 million in the
aggregate).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended to add the following:
(a) As of September 10, 2002, MMC and MMRCH beneficially own Shares as follows:
Number of % of
Shares of Class of
Name Common Common
MMC None 0.0%
MMRCH 1,194,705 5.0%
The aggregate number of Shares beneficially owned by MMRCH to which this
Schedule 13D/A relates is 1,194,705, representing in the aggregate 5.0% of the
23,795,740 Shares outstanding and 2.0% of the Shares outstanding assuming
conversion of the 35,563,488 shares of Series A Convertible Preference Shares
of Arch, in each case as reported in Arch's Form 10-Q filed on August 14, 2002.
MMRCH has the sole power to vote and the sole power to dispose of the
outstanding Shares owned by it.
On September 12, 2002, Trident II, L.P. ("Trident II"), Marsh & McLennan
Employees' Securities Company, L.P. ("Trident ESC"), Marsh & McLennan Capital
Professionals Fund, L.P. ("Trident PF"), Trident Capital II, L.P. ("Trident
General Partner") and Marsh & McLennan GP I, Inc. ("MMGPI") filed a Schedule
13D with respect to Shares beneficially owned by them. The Schedule 13D
referenced in the immediately preceding sentence states, in pertinent part, that
(i)~the Trident General Partner makes all investment decisions relating to
investments held by Trident II, (ii) MMGPI serves as one of the four general
partners of the Trident General Partner and, in that capacity, disclaims
beneficial ownership of the Shares beneficially owned by Trident II and the
Trident General Partner, (iii) certain limited liability companies (the "LLC
Entities") managed by two executive officers of, and an independent consultant
to, MMC or MMC Capital, Inc. also serve as general partners of the Trident
General Partner and, in that capacity, disclaim beneficial ownership of the
Shares beneficially owned by Trident II and the Trident General Partner and
(iv)~MMGPI serves as the general partner of Trident ESC and Trident PF and, in
that capacity, makes all investment decisions relating to investments held by
Trident ESC and Trident PF. MMGPI is a wholly owned, direct subsidiary of MMRCH
and a wholly owned, indirect subsidiary of MMC. MMRCH also is a limited partner
in Trident II, and MMC Capital, Inc., a wholly owned, direct subsidiary of
MMRCH, serves as an investment advisor to Trident II. As previously disclosed
in Schedule 13D/A filed by MMRCH and MMC on April 12, 2002, MMRCH and MMC
disclaim beneficial ownership of Shares owned by Trident II, Trident ESC,
Trident PF, the Trident General Partner, the LLC Entities and MMGPI, and
expressly disclaim that they are members of a "group" with such entities.
(c) Schedule II attached hereto, which is incorporated by reference herein, sets
forth information with respect to the sales of Common Shares by MMRCH during the
past 60 days, including the following information: (i) the date of the
transaction; (ii) the amount of the securities involved; and (iii) the price per
share. All such transactions were effected in brokerage transactions through
NASDAQ.
(e) MMRCH ceased to be the beneficial owner of more than five percent of the
Shares on August 30, 2002.
SIGNATURE
After reasonable inquiry and to my best knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: September 12, 2002 MARSH & MCLENNAN COMPANIES, INC.
By: /s/ Gregory F. Van Gundy
____________________________________
Name: Gregory F. Van Gundy
Title: Secretary
For this and any future filings, reference is made to an Agreement
dated September 28, 1995, which was filed as an Exhibit No. 2 to the Schedule
13D, with respect to one filing of Schedule 13D of said entities, pursuant to
Rule 13d-1(f)(1).
Schedule I
Name and Business Address Principal Occupation or Employment
Morton O. Schapiro President of Williams College
Williams College
880 Main Street
Hopkins Hall - 3rd Floor
Williamstown, MA 01267
Schedule II
Sales of Common Shares by MMRCH
Trade Settlement Gross Net
Date Date Shares Price Proceeds Commissions Other Fee Proceeds
-------------------------------------------------------------------------------------------------------------------------------
8/15/2002 8/20/2002 200 28.0000 5,600.00 12.00 0.17 5,587.83
8/20/2002 8/23/2002 99,800 28.0000 2,794,400.00 5,988.00 84.12 2,788,327.88
8/22/2002 8/27/2002 6,300 28.0000 176,400.00 378.00 5.31 176,016.69
8/23/2002 8/28/2002 112,900 28.0170 3,163,119.30 6,774.00 95.21 3,156,250.09
8/26/2002 8/29/2002 1,600 28.1000 44,960.00 96.00 1.36 44,862.64
8/27/2002 8/30/2002 1,300 28.1000 36,530.00 78.00 1.10 36,450.90
8/28/2002 9/03/2002 77,900 28.0000 2,181,200.00 4,674.00 65.66 2,176,460.34
8/29/2002 9/04/2002 29,300 28.0240 821,103.20 1,758.00 24.72 819,320.48
8/30/2002 9/05/2002 5,100 28.1000 143,310.00 306.00 4.32 142,999.68
9/03/2002 9/06/2002 2,100 28.1000 59,010.00 126.00 1.78 58,882.22
9/04/2002 9/09/2002 200 28.1000 5,620.00 12.00 0.17 5,607.83
9/10/2002 9/13/2002 4,600 28.1000 129,260.00 276.00 3.90 128,980.10
Totals 341,300 28.0120 9,560,512.50 20,478.00 287.82 9,539,746.68