UNITED STATES
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)
August 31, 2005
Everest Re Group, Ltd.
(Exact name of registrant as specified in its charter)
Bermuda | 1-15731 | 98-0365432 |
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(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
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Wessex House – 2nd Floor 45 Reid Street PO Box HM 845 Hamilton HM DX, Bermuda | Not Applicable | |
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(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 441-295-0006
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 31, 2005, the registrant entered into an amendment of the Employment Agreement with Joseph V. Taranto, its Chairman and Chief Executive Officer, a copy of which amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference. The amendment extends the term of Mr. Taranto’s employment until March 31, 2008. In connection with the execution of that amendment, the registrant has awarded Mr. Taranto 40,000 shares of restricted stock under the Everest Re Group, Ltd. 2002 Stock Incentive Plan and has amended Mr. Taranto’s Non-Qualified Stock Option Award Agreement dated April 20, 2001, Non-Qualified Stock Option Award Agreement dated September 26, 2002, Restricted Stock Award Agreement dated September 18, 2003 and Restricted Stock Award Agreement September 21, 2004, to provide that all of his options and restricted stock shall become fully vested on March 31, 2008, provided that his employment shall not have been terminated for cause prior to that date. Copies of the new restricted stock award agreement and the amendments to the prior agreements are filed herewith as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and are incorporated herein by reference.
Item 7.01 | REGULATION FD DISCLOSURE |
On August 31, 2005, the registrant issued a news release announcing the extension of the Chairman and Chief Executive Officer’s employment agreement. A copy of that news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(c) | Exhibits |
| Exhibit No. | Description |
| 10.1 | Amendment of Employment Agreement with | |
| Joseph V. Taranto |
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| 10.2 | Restricted Stock Award Agreement with Joseph V. Taranto |
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dated August 31, 2005
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.
EVEREST RE GROUP, LTD.
| By: /s/ Stephen L. Limauro |
Stephen L. Limauro
| Executive Vice President and |
Chief Financial Officer
Dated: August 31, 2005
EXHIBIT INDEX
Exhibit
Number | Description of Document | Page No. |
10.1 | Amendment to Employment Agreement |
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| with Joseph V. Taranto | 5 | |
10.2 | Restricted Stock Award Agreement |
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| with Joseph V. Taranto dated August 31, 2005 | 14 | |
10.3 | Amendment to April 20, 2001 Non-Qualified Stock |
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| Option Award Agreement with Joseph V. Taranto | 21 | |
10.4 | Amendment to September 26, 2002 Non-Qualified |
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| Stock Option Award Agreement with |
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| Joseph V. Taranto | 22 | |||
10.5 | Amendment to September 18, 2003 Restricted Stock |
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| Award Agreement with Joseph V. Taranto | 23 | ||
10.6 | Amendment to September 21, 2004 Restricted Stock |
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| Award Agreement with Joseph V. Taranto | 24 | ||
99.1 | News Release of the registrant, |
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| dated August 31, 2005 | 25 | |