8-K: Current report filing

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): March 7, 1997



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 March 7, 1997, RenaissanceRe Holdings Ltd., a Bermuda company (the
"Company"), completed the sale of $100,000,000 aggregate liquidation amount of
8.54% Capital Securities (liquidation amount $1,000 per Capital Security) (the
"Capital Securities") of RenaissanceRe Capital Trust, a Delaware statutory
business trust (the "Trust"), pursuant to the terms and conditions of the
Purchase Agreement, dated March 4, 1997, among the Company, the Trust, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon
Brothers Inc. The Capital Securities will pay cumulative cash distributions at
an annual rate of 8.54%, payable semi-annually commencing September 1, 1997.
The Capital Securities were issued pursuant to the terms of the Amended and
Restated Declaration of Trust, among the Company, as Sponsor, The Bank of New
York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee,
and the Administrative Trustees named therein, dated as of March 7, 1997,
relating to the Trust and are guaranteed by the Company under the Series A
Capital Securities Guarantee Agreement, dated as of March 7, 1997, between the
Company and The Bank of New York, as Trustee. The proceeds from the sale of the
Capital Securities were invested in the Company's 8.54% Junior Subordinated
Deferrable Interest Debentures, Series A due March 1, 2027, which were issued
pursuant to an Indenture, dated as of March 7, 1997, by and between the Company
and The Bank of New York, as Trustee.

The Capital Securities were sold in a private placement in reliance on Rule
144A promulgated under the Securities Act of 1933, as amended. Proceeds of the
offering were used to repay a portion of the Company's outstanding indebtedness.
The Company and the Trust have agreed to file a registration statement with the
Securities and Exchange Commission relating to an exchange offer, whereby the
Company will offer to exchange securities registered under the Securities
Exchange Act of 1934, as amended, for the privately-issued securities sold at
the March 7 closing.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits: