SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) October 14, 1996
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Chartwell Re Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12502 41-1652573
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State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4 Stamford Plaza, P. O. Box 120043, Stamford, CT 06912-0043
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 705-2500
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300 Atlantic Street, Suite 400, Stamford, CT 06901
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of __ pages.
Item 5. - Other Events
On October 14, 1996, Chartwell Re Corporation
("Chartwell") and Archer Group Holdings plc ("Archer") (LSE:
AAJ.L) made a joint announcement in London regarding a
recommended cash offer by Chartwell (the "Offer") of 92.5 pence
for each ordinary share of Archer in issue (each, an "Archer
Share"). The Offer values the existing share capital of Archer
at approximately 35 million Pounds Sterling. The Offer will be
made by Chartwell Holdings Limited (formerly Beechwood Holdings
Limited), a newly-formed, indirect wholly-owned subsidiary of
Chartwell, and will be financed from Chartwell's existing
resources and a new credit facility (as described below).
The Offer includes a Loan Note alternative whereby
Archer stockholders may elect to receive a 1 Pound Sterling Loan
Note for each 1 Pound Sterling of cash consideration. The Loan
Notes, which will be guaranteed by First Union National Bank
N.A., will pay interest semi-annually at the rate per annum
calculated to be one percent below Sterling LIBOR and will mature
in June 2002. The maximum amount of Loan Notes to be issued will
be limited to 26.3 million Pounds Sterling, which limit has been
set, among other reasons, to ensure compliance of Chartwell
Holdings Limited with U.K. minimum capitalization rules.
The Archer directors and others, including certain
employees, have irrevocably undertaken to accept the Offer in
respect of their entire holdings (and those of their immediate
families) of Archer, representing an aggregate of 8,466,914
shares, or 22.4% of Archer"s issued shares. On October 11, 1996,
Chartwell purchased or contracted to purchase 2,027,100 Archer
Shares, representing 5.4% of Archer's issued and outstanding
shares. On October 14, 1996, Chartwell purchased an additional
9,300,000 Archer Shares, representing an additional 24.6% of
Archer's issued and outstanding shares. As a result, Chartwell
currently owns or has received undertakings to accept the Offer
in respect of 52.3% of the issued Archer Shares.
To demonstrate their commitment to the business of
Archer, the Archer directors and others, including certain
employees, have irrevocably undertaken to apply a part of the
consideration receivable by them under the Offer to support
underwriting on Archer syndicates.
Further information about the Offer is included in the
press releases distributed by Chartwell in the United States on
October 14, 1996, copies of which are filed as exhibits to this
current report on Form 8-K.
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The Offer is not being made, directly or indirectly, in
or into the United States, Canada, France, New Zealand or
Australia or by the use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or by any
facility of a national securities exchange of, the United States,
Canada, France, New Zealand or Australia. The Loan Notes have
not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the "Act"), or under any U.S. state
securities law, the relevant clearances have not been and will
not be obtained from the securities commission of any province of
Canada and no prospectus has been or will be lodged with, or
registered by, the Australian Securities Commission. The Loan
Notes may therefore not be offered, sold or delivered, directly
or indirectly, in or into Canada, France, New Zealand or
Australia or in or into the United States or to a U.S. person,
unless such transaction has been registered under the Act or an
exemption from the registration requirements of the Act is
available.
Archer is publicly traded on the London Stock Exchange
and is the parent company of Archer Managing Agents Limited.
Archer is one of the largest managing agencies in the Lloyd's
marketplace with approximately 4% of Lloyd's total underwriting
capacity for the 1996 year of account. The largest part of
Archer's revenue is now derived from fee based income on capacity
managed and commissions on syndicate profits. Archer's managing
agency manages a group of 11 Lloyd's syndicates (seven non-
marine, one marine, one aviation, one motor and one life) with
1996 capacity of approximately 420 million Pounds Sterling.
Approximately 80% of Archer syndicates' premium volume is derived
from non-U.S. sources. Approximately 34.5% of the 1996 capacity
is supplied by corporate capital.
For the year ended September 30, 1995, Archer reported
profit on ordinary activities before taxation of 599,000 Pounds
Sterling, compared to a loss on ordinary activities before
taxation of 243,000 Pounds Sterling for the year ended September
30, 1994. Archer reported net profit (before dividends) for the
year ended September 30, 1995 of 394,000 Pounds Sterling,
compared to a loss of 342,000 Pounds Sterling for the year ended
September 30, 1994. For the six months ended March 31, 1996,
Archer reported a loss on ordinary activities before taxation of
437,000 Pounds Sterling, compared to a loss of 386,000 Pounds
Sterling for the six months ended March 31, 1995. Archer
reported a net loss (before dividends) for the six months ended
March 31, 1996 of 456,000 Pounds Sterling, compared to a loss of
381,000 Pounds Sterling for the six months ended March 31, 1995.
At March 31, 1996, Archer reported net assets of 1,904,000 Pounds
Sterling, compared to net assets of 2,556,000 Pounds Sterling at
September 30, 1995.
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All of the foregoing information represents information
provided by Archer in the offer document relating to the Offer.
All of Archer's financial information (and its financial
forecasts, as discussed below) are prepared on the basis of
generally accepted accounting principles in the United Kingdom
("U.K. GAAP"). Significant differences exist between U.K. GAAP
and generally accepted accounting principles in the U.S. ("U.S.
GAAP") which affect the comparability of U.K. GAAP and U.S. GAAP
financial information. In addition, information relating to
Archer should be understood in the context of business
arrangements and terminology in the Lloyd's market.
The press release filed as exhibit 99.1 to this Form
8-K report describes certain financial forecasts announced by
Archer. These forecasts include a profit estimate for the year
ended September 30, 1996 (the "1996 Profit Estimate") and a
forecast of the profit commissions to be credited to Archer in
respect of the 1994 and 1995 pure years of account (the
"Commission Forecasts"). As noted by Archer, profit commissions
represent only one component of Archer's net income or loss, and
the Commission Forecasts do not necessarily indicate the amount
of net income or loss to be recognized by Archer for 1997 or
1998. The foregoing forecasts, which Archer announced pursuant
to U.K. best practice, were prepared by Archer and represent the
view of the Archer directors only. The forecasts are subject to
a number of bases and assumptions, and actual results could
differ materially if one or more of the bases or assumptions
proves inappropriate or incorrect. A description of these bases
and assumptions follows.
1996 Profit Estimate
As stated by Archer in the Offer document, the 1996
Profit Estimate
"is made after taking account of the Archer
Group's entitlement to 6.8 million Pounds Sterling pursuant
to the triple profit release (being the
advance payment to the Archer Group of part
of the profit commission arising on the 1994
and 1995 underwriting years), its 8.5
million Pounds Sterling contribution to the Lloyd's
settlement and the effect of the reinsurance
to close 1992 and prior years of account into
Equitas Reinsurance Limited. The Group's
entitlement to triple profit release is
stated before profit related remuneration to
staff. The profit estimate does not take
account of certain professional fees which
would become payable in the event the Offer
is successful. . . . [The] profit estimate is
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based upon the accounting policies normally
adopted by the Group as amended to include
the advance payment of profit commission on
the 1994 and 1995 underwriting years referred
to above, on the basis that this will be the
accounting policy adopted in the 1996
financial statements."
Commission Forecasts
Archer stated in the Offer document that the Commission
Forecasts have been prepared on the following principal bases and
assumptions:
"Basis of Preparation
[The Commission Forecasts] have been prepared using
accounting policies consistent with those used by Archer
managed syndicates in preparing the annual reports of those
syndicates.
The [Commission Forecasts] have not been audited
or subjected to independent actuarial review. They are
intended to be indicative only and must not be regarded as
final forecasts of the results of either of these accounts.
In particular the forecasts only reflect the results
expected to flow from the syndicates' pure underwriting year
(i.e. the forecasts for the 1994 year of account do not take
account of surpluses or deficiencies arising from the
expected reinsurance to close of the 1993 year of account
into the 1994 year of account and similarly the forecasts
for the 1995 year of account do not take account of
surpluses or deficiencies arising from the expected
reinsurance to close of the 1994 year of account into the
1995 year of account).
The [Commission Forecasts] are based upon
information available as at 30 June, 1996 (i.e. at 30 months
for 1994 and 18 months for 1995) and include projections for
each syndicate to the anticipated closure after 36 months.
They are stated after deduction of all standard personal
expenses and after the Names' special levy. The 1994 year
of account of each syndicate is expected to be closed into
the 1995 year of account at 31 December, 1996 and the 1995
year of account is expected to be closed into the 1996 year
of account at 31 December, 1997. Therefore the final
syndicate results will not be determined until 1997 and 1998
respectively.
The bases upon which the forecasts have been prepared are as
follows:
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Underwriting results
The projected underwriting results have been
calculated after assessing the syndicates latest past and
incurred loss statistics including movements in respect of
known major market losses where applicable. Ultimate loss
ratios have been derived and these have been applied to
produce the overall forecast underwriting results.
Syndicate expenses
Syndicate expenses are based on actual figures to
30 June, 1996 together with estimated expenses for the
remainder of the 1996 calendar year, in respect of the 1994
year of account and estimated expenses for the remainder of
the 1996 calendar year and the 1997 calendar year in respect
of the 1995 year of account.
Names expenses
Names expenses are based on standard expenses for
Names together with forecast profit commission. The Names'
special levy and its effect on profit commission has been
included.
Principal Assumptions
Underwriting results
- Net premium income development is based on historic
patterns and the effect of Inception Date Allocation
has been taken into consideration with respect to the
1995 Account.
- There will be no significant movement in claims
developments which would cause projected ultimate
loss ratios to be inappropriate.
- The impact of gross claims on the syndicates'
reinsurance programmes will result in the anticipated
reinsurance recovery rate.
- There will be no material reinsurance failure in excess
of bad and doubtful debt provisions.
- No unexpected adverse results will follow the
resolution of any pending litigation arising in the
normal course of business.
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- The forecast results will be unaffected by improvements
or deteriorations in any reinsurance to close received
from earlier years.
Investment returns
The estimated investment returns have been
forecast in conjunction with the investment managers by
reference to:
(a) actual returns earned to June 30, 1996; and
(b) estimated returns for the remaining period
based on projected cash flows and yields.
Syndicate expenses
- Syndicate expenses will not materially vary from
budgets.
Names Expenses
- Other than those included in the forecasts, there will
be no further personal expenses borne by the 1994 and
1995 Names.
Economic Factors
- foreign exchange rates where applicable will not be
materially different from those at 30 June 1996; i.e.,
US$1.55 and Can$2.12.
- interest and inflation rates will not materially change
from current levels."
There are a number of important factors that could
cause the foregoing assumptions and bases to prove to be
inaccurate or inappropriate. Archer's results of operations and
profit commissions are dependent on the operating results of the
Names participating on the syndicates managed by Archer. Because
those Names conduct an insurance and reinsurance business, their
results are subject to many of the same factors which affect the
results of operations of insurance companies. Among these
factors are: (i) uncertainties associated with the establishment
of reserves for losses and loss adjustment expenses, which
reserves are estimates based on facts known at the date of
establishment and assumptions about future trends and experience;
(ii) uncertainties associated with assumed recoveries of losses
ceded to reinsurers, which recoveries are dependent on, among
other things, the terms of reinsurance contracts, the types and
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amounts of losses experienced and the creditworthiness of
reinsurers; and (iii) changes in the rate of return on invested
assets, as a direct or indirect result of changes in market
interest rates or of other factors. As a result, undue reliance
should not be placed on the forecasts.
Chartwell does not as a matter of course publicly
disclose projections as to future revenues or earnings.
Chartwell does not intend to provide updates or other revisions
to the Archer forecasts to reflect circumstances existing or
occurring after the date of their preparation.
The purchase price for the Archer Shares is expected to
be funded from Chartwell's existing resources and from a new
credit facility (the "Credit Facility") between Chartwell's
direct subsidiary Chartwell Re Holdings Corporation ("Re
Holdings") and First Union National Bank of North Carolina
("First Union"), as agent. The Credit Facility provides for a
term loan in two tranches of $30,000,000 principal amount and
12,850,000 Pounds Sterling principal amount, respectively, and a $25,000,000
principal amount revolving credit facility. Re Holdings intends
to use $20,000,000 of the term loan to repay all outstanding
borrowings under a credit agreement between Re Holdings and Fleet
National Bank of Connecticut ("Fleet"), which repayment is
expected to occur prior to closing under the Archer Offer. The
remainder of the term loan will either be drawn down in cash by
Re Holdings and contributed to Chartwell Holdings Limited for the
purchase of Archer Shares or will be utilized in the form of bank
guarantees of the obligations of Chartwell Holdings Limited under
the Loan Notes. The revolving credit facility, which will
replace Re Holdings' current $10,000,000 revolver from Fleet
(under which no borrowings are currently outstanding), may be
used to provide additional Loan Note guarantees, to support
underwriting at Lloyd's by Chartwell's subsidiaries or for other
general corporate purposes. All obligations of Re Holdings under
the Credit Facility will be guaranteed by Chartwell.
Both the term loan and the revolver will bear interest
at a rate selected by Re Holdings equal to either (1)the base
rate (as defined below) or (2)LIBOR plus a margin (the
"Margin"). The amount of the Margin will depend on the higher of
Re Holdigs' senior debt rating by Standard & Poor's or Moody's.
Based on Re Holdings' current senior debt rating, the Margin over
LIBOR would be 0.75%, compared to the current rate under Re
Holdings' credit agreement with Fleet of LIBOR plus 1.15%. The
base rate is the higher of (1) First Union's prime commercial
lending rate or (2)the federal funds rate plus 0.5%. Re
Holdings will also pay (1)an unused commitment fee equal to
0.25% on the aggregate unused portion of the revolver,
(2)utilization fees for the issuance of letters of credit and
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Loan Note guarantees at a rate per annum of 0.375% (if secured)
or the Margin (if unsecured) on the outstanding amount of
potential credit exposure, and (3)certain other fees customary
in connection with syndicated loans of this nature. The term
loan must be repaid by December 31, 2002. The revolver has an
initial maturity date of December 31, 2001, which may be extended
to December 31, 2002 if all lenders consent and the request is
made by October 13, 1998. The credit agreement provides for
customary events of defaults and covenants.
Closing under the Offer is currently expected to occur
prior to year end.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release of Chartwell dated October 14, 1996.
99.2 Press release of Chartwell dated October 14, 1996.
SIGNATURE
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.
CHARTWELL RE CORPORATION
Dated: October 18, 1996 By:/s/ Richard E. Cole
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Richard E. Cole
Chairman and CEO
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