8-K: Current report filing
Published on January 7, 1997
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): December 23, 1996
RENAISSANCERE HOLDINGS LTD.
(Exact name of registrant as specified in charter)
BERMUDA 34-0-26512 98-013-8020
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
RENAISSANCE HOUSE, 8-12 EAST BROADWAY HM 19
PEMBROKE, BERMUDA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (441) 295-4513
NOT APPLICABLE
(Former name or former address, if changed from last report)
Item 5. OTHER EVENTS
On December 23, 1996, RenaissanceRe Holdings Ltd. (the "Company")
issued a press release announcing that the shareholders of the Company, at a
Special General Meeting held on December 23, 1996, had voted to expand the
Company's Board of Directors to eleven members from nine members (including one
vacancy), had approved the issuance of diluted voting common shares, two new
series of capital shares of the Company, and had approved certain corporate
governance changes. In connection therewith, Stanley Lapidus, John C. Sweeney
and David A. Tanner were duly appointed and qualified, and commenced serving
on the Board, effective December 23, 1996, and the Company adopted Amended and
Restated Bye-laws, in the form attached hereto as Exhibit 3.1 and incorporated
by reference herein.
Subsequently on December 23, 1996, the Company (i) issued to Trustees
of General Electric Pension Trust 2,826,650 of the Company's Diluted Voting
Class I Common Shares, par value $1.00 per share ("DVI Shares"), in exchange
for cancellation of an equal number of the Company's full voting Common Shares,
par value $1.00 per share (the "Full Voting Common Shares"), and (ii) issued to
GE Investment Private Placement Partners I, Limited Partnership 1,372,541 DVI
Shares and 1,454,109 shares of the Company's Diluted Voting Class II Common
Shares, par value $1.00 per share (which, together with the Full Voting Common
Shares and the DVI Shares, are referred to herein as the "Common Shares"), in
exchange for cancellation of 2,826,650 Full Voting Common Shares.
Additionally on December 23, 1996, the Company issued a press release
announcing that it had commenced a tender offer (the "Tender Offer") to
purchase up to 813,190 Common Shares at a price of $34.50 per share for an
aggregate price of up to approximately $28.06 million. The Tender Offer will
be made only on the terms and subject to the conditions set forth in the
Company's definitive tender offer materials, which were filed with the
Securities and Exchange Commission on December 23, 1996 and first mailed to
shareholders on or about December 23, 1996. The Tender Offer will expire on
January 22, 1997, unless extended.
The press releases referred to above are included herewith as Exhibits
99.1 and 99.2, respectively, and are each incorporated by reference herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
3.1 Amended and Restated Bye-laws of the Company, adopted December
23, 1996.
99.1 Press Release issued by the Company, dated December 23, 1996.
99.2 Press Release issued by the Company, dated December 23, 1996.
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.
/s/ Keith S. Hynes
-----------------------------------------
Name: Keith S. Hynes
Title: Senior Vice President
and Chief Financial Officer
January 7, 1997
EXHIBIT INDEX
Exhibit
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3.1 Amended and Restated Bye-laws of the Company, adopted December
23, 1996.
99.1 Press Release of the Company, dated December 23, 1996.
99.2 Press Release of the Company, dated December 23, 1996.