SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EVEREST REINSURANCE HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3263609
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(State of Incorporation) (IRS Employer
Identification No.)
477 Martinsville Road
P.O. Box 830
Liberty Corner, New Jersey 07938-0830
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. /X/
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Share Purchase New York Stock Exchange, Inc.
Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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On September 24, 1998, the Board of Directors (the "Board") of
Everest Reinsurance Holdings, Inc. (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $.01 per share (the "Common Stock"), of the Company. The
dividend is payable as of the close of business on October 8, 1998 to
stockholders of record as of the close of business on that date. Each Right will
entitle the registered holder thereof until October 8, 2008 (or, if earlier, the
redemption or exchange of the Rights) to purchase from the Company one one-
thousandth (1/1000) of a share of Series A Junior Participating Preferred Stock,
par value $.01 per share (the "Preferred Shares"), of the Company at an exercise
price of $155.00 per one one-thousandth of a Preferred Share (the "Purchase
Price"), subject to certain adjustments. The description and terms of the Rights
are set forth in a Rights Agreement, dated as of September 24, 1998 (the
"Rights Agreement"), between the Company and First Chicago Trust Company of New
York, as Rights Agent.
The Rights will be represented by the Common Stock
certificates, and will not be exercisable or transferable apart from the Common
Stock, until the earlier of (i) the tenth day after the public announcement that
a person or group of affiliated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock or (ii) the tenth business day after the
commencement of, or the announcement of an intention to commence (or such later
date as may be determined by the Board prior to such time as any person or group
of affiliated persons becomes an Acquiring Person) a tender or exchange offer
the consummation of which would result in beneficial ownership by a person or
group of 15% or more of the outstanding shares of Common Stock (the earlier of
such dates being referred to herein as the "Distribution Date"). Separate
certificates representing the Rights will be mailed to holders of the Common
Stock as soon as practicable after the Distribution Date, unless earlier
redeemed or exchanged, and could then begin trading separately from the Common
Stock. The Rights will not have any voting rights or be entitled to dividends.
In the event that, after a person or group has become an
Acquiring Person, (i) the Company engages in a merger or business combination
transaction in which the Company is not the surviving corporation; (ii) the
Company engages in a merger or business combination transaction in which the
Company is the surviving corporation and the Common Stock is changed or
exchanged or (iii) 50% or more of the Company's assets, cash flow or earning
power is sold or transferred, each Right, other than Rights beneficially owned
by the Acquiring Person (which will thereafter be void), will entitle its holder
to purchase, at the Purchase Price, that number of shares of common stock of the
acquiring company which at the time of such transaction would have a market
value of two times the Purchase Price. Alternatively, if a person or group has
become an Acquiring Person, each Right, other than Rights beneficially owned by
the Acquiring Person (which will thereafter be void), will become exercisable
for the number of shares of Common Stock which, at that time, would have a
market value of two times the Purchase Price.
The Rights are redeemable at $.01 per Right (the "Redemption
Price"), subject to adjustment, at any time prior to the time that a person or
group becomes an Acquiring Person. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price. The Rights will
expire on October 8, 2008 (unless earlier redeemed or exchanged).
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding shares of Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group, which will have become void), in
whole or in part, for shares of the Common Stock at an exchange ratio of one
share of Common Stock for each Right, subject to adjustment.
The terms of the Rights may be amended by the Board without
the consent of the holders of the Rights in any manner which the Board deems
necessary or desirable. From and after such time as any person or group has
become an Acquiring Person, no amendment may adversely affect the interests of
the holders of the Rights.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Stock or
a stock dividend on the Common Stock payable in shares of Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payment of $10 per share but will be entitled to
an aggregate dividend of 1000 times the dividend declared per share of Common
Stock. In the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $1000 per share but
will be entitled to an aggregate payment of 1000 times the payment made per
share of Common Stock. Each Preferred Share will have 1000 votes, voting
together with the Common Stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of Common Stock are
exchanged, each Preferred Share will be entitled to receive 1000 times the
amount received per share of Common Stock. These rights are protected by
customary antidilution provisions.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of one one-thousandth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
As of September 24, 1998 there were 50,345,904 shares of
Common Stock issued and outstanding (and 507,801 shares were held by the Company
in its treasury). One Right will be distributed to stockholders of the Company
for each share of Common Stock owned by them on October 8, 1998. As long as the
Rights are attached to the Common Stock, the Company currently intends to issue
one Right with each new share of Common Stock so that all such shares will have
attached Rights. 200,000 Preferred Shares have been reserved for issuance upon
exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Board, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board prior to the time that a person or group has acquired, or has obtained the
right to acquire, beneficial ownership of 15% or more of the Common Stock
because until such time the Rights may be redeemed by the Company at the
Redemption Price.
The Rights Agreement setting forth the terms of the Rights,
which includes as exhibits thereto the form of Certificate of Designation
specifying the terms of the Preferred Shares and the form of Right Certificate,
is attached hereto as an exhibit and is incorporated herein by reference. The
foregoing description of the Rights and the Preferred Shares is qualified in its
entirety by reference to such exhibit.
Item 2. Exhibits.
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1. Rights Agreement, dated as of September 24, 1998, between Everest
Reinsurance Holdings, Inc. and First Chicago Trust Company of New
York, as Rights Agent. The Rights Agreement includes as exhibits
thereto the form of Certificate of Designation specifying the
terms of the Preferred Shares and the form of Right Certificate.
Pursuant to the Rights Agreement, printed Right Certificates will
not be mailed until as soon as practicable after the earlier of
(i) the tenth day after public announcement that a person or group
has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock
or (ii) the tenth business day after the commencement of, or the
announcement of an intention to commence, a tender or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding
shares of Common Stock.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
EVEREST REINSURANCE HOLDINGS, INC.
By /S/JANET J. BURAK
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Janet J. Burak
Senior Vice President,
Secretary and General Counsel
Date: September 28, 1998
EXHIBIT INDEX
Exhibit
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1. Rights Agreement, dated as of September 24, 1998, between
Everest Reinsurance Holdings, Inc. and First Chicago Trust
Company of New York, as Rights Agent. The Rights Agreement
includes as exhibits thereto the form of Certificate of
Designation specifying the terms of the Preferred Shares and
the form of Right Certificate. Pursuant to the Rights
Agreement, printed Right Certificates will not be mailed
until as soon as practicable after the earlier of (i) the
tenth day after public announcement that a person or group has
acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common
Stock or (ii) the tenth business day after the commencement
of, or the announcement of an intention to commence, a tender
or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of 15% or
more of the outstanding shares of Common Stock.