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 PXRE Group Ltd. ------------------------------------------- (Exact name of registrant as specified in its charter) April 5, 2002 ------------------------------------------- Date of Report (Date of earliest event reported) Bermuda 1-15259 98-0214717 - -------------------------------------------------------------------------------- (State or other juris- (Commission (I.R.S. Employer diction of incorporation) File Number) Identification No.) 12 Church Street, Suite 231, Hamilton HM 11, Bermuda -------------------------------------------------------- (Address of principal executive offices) (Zip Code) (441) 296-5858 ------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events. On April 4, 2002, PXRE Group Ltd. issued a press release announcing its completion of a $150 million equity investment by Capital Z Financial Services Fund II, L.P., Reservoir Capital Partners, L.P., and Richard Rainwater. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. In connection with the closing of the transaction, the parties executed an Investment Agreement, a copy of which is attached to this Form 8-K as Exhibit 99.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable. (b) Not applicable. (c) The following exhibits are filed with this report: 99.1 Press release of PXRE Group Ltd., dated April 4, 2002. 99.2 Investment Agreement, dated as of April 4, 2002, between PXRE Group Ltd., and each of Capital Z Financial Services Fund II, L.P., Capital Z Financial Services Private Fund II, L.P., Reservoir Capital Partners, L.P., Reservoir Capital Master Fund, L.P., RER Reinsurance Holdings, L.P. and Robert Stavis. 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. PXRE GROUP LTD. Dated: April 8, 2002 By: /s/ Jeffrey L. Radke -------------------------- Jeffrey L. Radke EXHIBIT INDEX Exhibit No. Exhibit Page - ----------- ------- ---- 99.1 Press release of PXRE Group Ltd., dated April 4, 2002. 99.2 Investment Agreement, dated as of April 4, 2002, between PXRE Group Ltd., and each of Capital Z Financial Services Fund II, L.P., Capital Z Financial Services Private Fund II, L.P., Reservoir Capital Partners, L.P., Reservoir Capital Master Fund L.P., RER Reinsurance Holdings, L.P. and Robert Stavis.