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 Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
August 22, 1996
------------------------------------------------------
Date of Report (Date of earliest event reported)
Delaware 0-15428 06-1183996
- --------------------------------------------------------------------------------
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(908) 906-8100
----------------------------------------------------
(Registrant's telephone number, including area code)
Item 5. Other Events.
On August 22, 1996, Transnational Re Corporation ("Transnational") and PXRE
Corporation (the "Company"), pursuant to the recommendations of the Board of
Directors of Transnational, and a special committee comprised of its independent
directors, and the Board of Directors of the Company, respectively, entered into
a definitive Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to
the Merger Agreement, Transnational will merge with and into the Company, after
which Transnational will cease to exist, and the Company will continue as the
surviving corporation (the "Merger"). A copy of the Merger Agreement is attached
hereto as Exhibit 2 and is incorporated herein by reference.
Under the Merger Agreement, each share of Common Stock of Transnational
will be exchanged for 1.0575 shares of Common Stock of the Company and cash in
lieu of fractional shares.
The transaction is subject to stockholder and regulatory approval and
certain other conditions and is expected to close in the fourth quarter of 1996.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Number Exhibit
------ -------
2 Agreement and Plan of Merger, dated as of August 22,
1996, between Transnational Re Corporation and PXRE
Corporation.
99 Press Release, dated August 22, 1996.
-2-
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 CORPORATION
Dated: August 22, 1996 By: /s/ Gerald L. Radke
---------------------
Gerald L. Radke
Chairman, President and
Chief Executive Officer
-3-
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ----------- ------- ----
2 Agreement and Plan of Merger, dated as of
August 22, 1996, between Transnational Re
Corporation and PXRE Corporation.
99 Press Release, dated August 22, 1996.
-4-