SC 13E4:
Published on December 23, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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RENAISSANCERE HOLDINGS LTD.
(NAME OF ISSUER)
RENAISSANCERE HOLDINGS LTD.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON SHARES G7496G 10 3
PAR VALUE $1.00 PER SHARE (CUSIP NUMBER OF CLASS OF SECURITIES)
(TITLE OF CLASS OF SECURITIES)
JAMES N. STANARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
RENAISSANCERE HOLDINGS LTD.
RENAISSANCE HOUSE
8-12 EAST BROADWAY
PEMBROKE HM 19 BERMUDA
(441) 295-4513
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
JOHN S. D'ALIMONTE
WILLKIE FARR & GALLAGHER
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 821-8000
DECEMBER 23, 1996
(DATE TENDER OFFER FIRST PUBLISHED, SENT
OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$28,055,055.00 $5,612.00
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*Assumes the purchase for cancellation of 813,190 Common Shares at a price of
$34.50 per share.
[_]Check here if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
of Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: Not Applicable
FORM OR REGISTRATION NO.: Not Applicable
FILING PARTY: Not Applicable
DATE FILED: Not Applicable
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ITEM 1. SECURITY AND ISSUER.
(a) The Issuer of the securities to which this statement relates is
RenaissanceRe Holdings Ltd., a company organized under the laws of Bermuda
(the "Company"), and the address of its principal executive office is
Renaissance House, 8-12 East Broadway, Pembroke HM 19 Bermuda.
(b) This Schedule relates to an offer (the "Offer") by the Company to
purchase for cancellation up to 813,190 Common Shares, par value $1.00 per
share (such shares, together with all Common Shares of the Company, the
"Shares"), at a price of $34.50 per Share, net to the seller in cash, without
interest thereon for up to an aggregate price of approximately $28.06 million
(assuming the Offer is fully subscribed). As of December 23, 1996, the Company
had 23,530,616 Shares outstanding and had 1,291,261 Shares reserved for
issuance upon exercise of outstanding stock options. Additionally, the
information contained in the Offer to Purchase under the section captioned
"Certain Information Concerning the Company--Recent Developments" and in
Schedule I to the Offer to Purchase is incorporated herein by reference.
(c) The information contained in the Offer to Purchase referred to in Item
9(a)(1) hereof (the "Offer to Purchase") under the section entitled "Price
Range of Shares; Dividends" is incorporated herein by reference.
(d) This statement is being filed by the Company.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information contained in the Offer to Purchase under the section
entitled "Source and Amount of Funds" is incorporated herein by reference.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
(a) The information contained in the Offer to Purchase under the section
entitled "Purpose of the Offer; The Capital Plan" is incorporated herein by
reference.
(b)-(j) Not applicable.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in Schedule II to the Offer to Purchase is
incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information contained in the Offer to Purchase under the sections
entitled "Fees and Expenses" and "Interest of Directors and Officers;
Transactions and Arrangements Concerning Shares" and in Schedule I to the
Offer to Purchase is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information contained in the Offer to Purchase under the section
entitled "Fees and Expenses" is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The selected financial information contained in the Offer to
Purchase under the section entitled "Certain Information Concerning the
Company" is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a)-(d) The information set forth in Schedule I to the Offer to Purchase is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated December 23, 1996.
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(a)(2) Form of Letter of Transmittal, dated December 23, 1996.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated December 23, 1996.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated December 23, 1996.
(a)(6) Form of Letter to Holders of Shares, dated December 23, 1996.
(a)(7) Press Release, dated December 16, 1996, incorporated by reference to
the Company's Current Report on Form 8-K, filed on December 16, 1996,
(Securities and Exchange Commission File No. 34-0-26512).
(a)(8) Press Release, dated December 23, 1996.
(a)(9) Form of Summary Advertisement, dated December 23, 1996.
(a)(10) Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) Annual Report on Form 10-K of the Company for the year ended December
31, 1995, incorporated by reference to Securities and Exchange Commission File
No. 34-0-26512.
(g)(2) Quarterly Report on Form 10-Q of the Company for the quarter ended
September 30, 1996, incorporated by reference to Securities and Exchange
Commission File No. 34-0-26512.
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SIGNATURE
After due 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.
/s/ Keith S. Hynes
By: _________________________________
NAME: KEITH S. HYNES
TITLE: SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Dated: December 23, 1996
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