SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2002 ------------------ RenaissanceRe Holdings Ltd. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Bermuda 34-0-26512 98-013-8020 ------------- -------------------- -------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) Renaissance House 8-12 East Broadway, Pembroke Bermuda HM 19 - ---------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (441) 295-4513 -------------------- Not Applicable ------------------------------------------------------------ (Former name or former address, if changed since last report)Item 5. Other Events. RenaissanceRe Holdings Ltd. ("RenaissanceRe") entered into an Investment Agreement on September 20, 2002 with Platinum Underwriters Holdings, Ltd. ("Platinum") and The St. Paul Companies, Inc. ("St. Paul"). Pursuant to the Investment Agreement, RenaissanceRe has agreed, subject to satisfaction of certain conditions, to purchase 3,960,000 of the common shares of Platinum in a private placement concurrent with the closing of Platinum's announced initial public offering of its common shares and the closing of St. Paul's investment in Platinum pursuant to a private placement. RenaissanceRe will purchase Platinum's common shares at a price per share equal to the initial public offering price, less the underwriting discount. The purchase will amount to 9.9% of Platinum's common shares outstanding following closing, assuming the underwriters' over-allotment option is not exercised. RenaissanceRe's investment in Platinum is expected to be in the range of $82 to $100 million. In connection with its investment, RenaissanceRe will also receive a ten-year option to purchase up to 2,500,000 common shares of Platinum at a per share price equal to 120% of the initial public offering price. Item 7. Financial Statements and Exhibits (c) Exhibits: The following exhibits are filed as part of this report: 10.1 Investment Agreement, dated September 20, 2002, by and among RenaissanceRe, Platinum and St. Paul (incorporated herein by reference to Exhibit 10.44 of Amendment No. 6 to the Registration Statement on Form S-1 (Registration Statement 333-99019-01) filed by Platinum on September 23, 2002). 99.1 Press Release of RenaissanceRe, issued on September 23, 2002. -2-
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 hereunto duly authorized. RENAISSANCERE HOLDINGS LTD. Date: September 24, 2002 By: /s/ Stephen H. Weinstein ---------------------- ------------------------------------- Name: Stephen H. Weinstein Title: Vice President, General Counsel and Secretary
INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 10.1 Investment Agreement, dated September 20, 2002, by and among RenaissanceRe, Platinum and St. Paul (incorporated herein by reference to Exhibit 10.44 of Amendment No. 6 to the Registration Statement on Form S-1 (Registration Statement 333-99019-01) filed by Platinum on September 23, 2002). 99.1 Press Release of RenaissanceRe, issued on September 23, 2002.
Exhibit 99.1 ------------ [RenaissanceRe Holdings Ltd. Logo] For Immediate Release - --------------------- RenaissanceRe Holdings Ltd. to Purchase Stake in ------------------------------------------------ Platinum Underwriters Holdings, Ltd. ------------------------------------ Pembroke, Bermuda, September 23, 2002 -- RenaissanceRe Holdings Ltd. (NYSE: RNR), announced today it has reached an agreement with Platinum Underwriters Holdings, Ltd. to purchase 3,960,000 of the common shares of Platinum in a private placement concurrent with the closing of Platinum's announced initial public offering of its common shares and the closing of The St. Paul Companies' (NYSE:SPC) investment in Platinum pursuant to a private placement. RenaissanceRe will purchase Platinum's common shares at a price per share equal to the initial public offering price, less the underwriting discount. The purchase will amount to 9.9% of Platinum's common shares outstanding following closing, assuming the underwriters' over-allotment option is not exercised. RenaissanceRe's investment in Platinum is expected to be in the range of $82 to $100 million. In connection with its investment, RenaissanceRe will also receive a ten-year option to purchase up to 2,500,000 common shares of Platinum at a per share price equal to 120% of the initial public offering price. The common shares and the option to be purchased by RenaissanceRe will not be registered at closing under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. RenaissanceRe Holdings Ltd. is a global provider of reinsurance and insurance. The Company's principal product is property catastrophe reinsurance. Amendments to the registration statements relating to Platinum Underwriters Holdings, Ltd.'s common shares and equity security units have been filed with the U.S. Securities and Exchange Commission but have not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time these registration statements become effective. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A written prospectus relating to the offering of common shares and a written prospectus relating to the offering of equity security units may be obtained from the SEC's website, www.sec.gov http://www.sec.gov/.Cautionary Statement under "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995: Statements made in this news release contain information about the Company's future business prospects. These statements may be considered "forward-looking." These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. For further information regarding cautionary statements and factors affecting future operations results, please refer to RenaissanceRe Holdings Ltd.'s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2001, and Form 10-Q for the quarter ended June 30, 2002. INVESTOR CONTACT: MEDIA CONTACT: Martin J. Merritt David Lilly Senior Vice President - Finance Kekst and Company RenaissanceRe Holdings Ltd. 437 Madison Avenue (441) 299-7230 New York, NY 10022 Voice: 212-521-4878 Fax: 212-521-4900