AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 1997
REGISTRATION NO. ____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PXRE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 06-1183996
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NUMBER)
ORGANIZATION)
399 THORNALL STREET, 14TH FLOOR
EDISON, NEW JERSEY 08837
(908) 906-8100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SANFORD M. KIMMEL
SENIOR VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER
PXRE CORPORATION
399 THORNALL STREET, 14TH FLOOR
EDISON, NEW JERSEY 08837
(908) 906-8100
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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COPY TO:
F. SEDGWICK BROWNE, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
===============================================================================================
Proposed
Proposed Maximum Maximum
Title of Shares Amount To Be Aggregate Price Aggregate Amount of
To Be Registered Registered Per Unit Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per 3,171 (1) $22.05 (2) $69,920.55 $21.19
share
===============================================================================================
(1) Any additional shares of Common Stock, par value $.01 per share, of PXRE
Corporation ("PXRE Common Stock") which may become issuable pursuant to
outstanding options under the Transnational Re Corporation ("Transnational")
Director Stock Option Plan (the "Director Stock Option Plan") (in order to
prevent dilution from stock splits, stock dividends, reclassification and
certain other events as provided in the Director Stock Option Plan) shall be
covered by this Registration Statement pursuant to Rule 416(a). In
connection with the merger of Transnational with and into PXRE Corporation
("PXRE"), PXRE has assumed the outstanding options under the Director Stock
Option Plan (the "Assumed Options").
(2) Calculated pursuant to paragraph (h)(1) of Rule 457 (based on the price at
which Assumed Options may be exercised for PXRE Common Stock).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PROSPECTUS
3,171 SHARES
PXRE CORPORATION
COMMON STOCK
This Prospectus relates to the offer and sale of up to 3,171 shares (the
"Shares") of Common Stock of PXRE Corporation ("PXRE"), par value $.01 per share
(the "PXRE Common Stock"), purchasable upon the exercise of certain outstanding
options issued pursuant to the Transnational Re Corporation ("Transnational")
Director Stock Option Plan (the "Director Stock Option Plan") to each of the
non-employee directors of Transnational (each, an "Optionee"). Such options were
assumed by PXRE in connection with the merger of Transnational with and into
PXRE. See "Description of Options."
The PXRE Common Stock is listed on the New York Stock Exchange ("NYSE")
(Symbol: "PXT"). On January 2, 1997, the last sale price of the PXRE Common
Stock as reported on the NYSE was $24 7/8 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JANUARY __, 1997.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY PXRE OR ANY UNDERWRITER, AGENT OR DEALER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SHARES IN RESPECT OF WHICH THIS PROSPECTUS IS
DELIVERED OR AN OFFER OF ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON WHERE
SUCH AN OFFER WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALES MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF PXRE SINCE THEIR
RESPECTIVE DATES.
AVAILABLE INFORMATION
PXRE is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
periodic reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information concerning PXRE may be inspected and copied at the Commission's
Public Reference Section, Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, where copies may be obtained at prescribed rates, as
well as at the following regional offices: Northeast Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048; and Midwest Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. In addition, the Commission maintains a site on the World Wide Web
service of the Internet which contains reports, proxy and information statements
and other information regarding registrants, including PXRE, that file
electronically with the Commission. The address of such Web site is:
http://www.sec.gov. PXRE Common Stock is listed on the NYSE. Copies of reports,
proxy statements and other information concerning PXRE may also be inspected and
copied at the office of the NYSE, at 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, previously filed with the Commission by PXRE, are
hereby incorporated by reference in this Prospectus:
1. PXRE's Annual Report on Form 10-K for the year ended December 31, 1995
(which incorporates by reference certain information from PXRE's Proxy Statement
relating to its 1996 Annual Meeting of Stockholders; the "PXRE Form 10-K").
2. PXRE's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996 (the "PXRE Forms 10-Q").
3. PXRE's Current Reports on Form 8-K dated May 17, 1996, August 22, 1996,
August 26, 1996, December 2, 1996, December 9, 1996 and December 11, 1996.
4. All other reports filed by PXRE pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year ended December 31, 1995.
5. The description of PXRE Common Stock set forth in PXRE's Registration
Statement filed pursuant to Section 12 of the Exchange Act, and any amendment or
report filed for the purpose of updating any such description.
All reports and other documents subsequently filed by PXRE after the date of
this Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents or reports.
Statements contained in this Prospectus as to the contents of any contract
or document are not necessarily complete and in each instance such statements
are qualified in their entirety by reference to the copy of such contract or
other document filed as an exhibit to the Registration Statement or incorporated
by reference therein. Any statement contained in a document incorporated or
deemed to be incorporated in this Prospectus by reference shall be deemed to be
modified or superseded for the purpose of this Prospectus to the extent that a
statement contained in this Prospectus or in any other subsequently filed
document which also is or is deemed to be incorporated in this Prospectus by
reference modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES CERTAIN DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED HEREIN BY
REFERENCE) ARE AVAILABLE WITHOUT CHARGE ON WRITTEN OR ORAL REQUEST DIRECTED TO
PXRE CORPORATION, 399 THORNALL STREET, EDISON, NEW JERSEY 08837, ATTENTION:
TREASURER, (908) 906-6785.
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THE COMPANY
PXRE, through its subsidiary PXRE Reinsurance Company ("PXRE Reinsurance"),
provides treaty and facultative reinsurance to primary insurers and reinsurers
on commercial and personal property risks, marine and aviation risks and certain
casualty risks. PXRE solicits its treaty and facultative reinsurance business
from the worldwide brokerage market. PXRE also employs its property reinsurance
underwriting expertise and generates management fee income by managing business
for other insurers and reinsurers.
PXRE Reinsurance is licensed, accredited, or otherwise authorized or
permitted to conduct reinsurance business in all states (except Arkansas,
Hawaii, Kansas, Oklahoma, Vermont and Washington) and the District of Columbia
and Puerto Rico. PXRE Reinsurance has an A.M. Best rating of "A (Excellent)" and
a Standard & Poors Corporation ("S&P") claims-paying rating of "A- (Good)".
PXRE's executive offices are located at 399 Thornall Street, Edison, New
Jersey 08837 and its telephone number is (908) 906-6785.
Additional information concerning PXRE is included in the PXRE Form 10-K,
the PXRE Forms 10-Q and the PXRE Current Reports, incorporated by reference
herein.
On December 11, 1996, pursuant to an Agreement and Plan of Merger between
Transnational and PXRE, dated as of August 22, 1996, as amended by Amendment No.
1 dated as of September 27, 1996 and Amendment No. 2 dated as of October 24,
1996 (the "Merger Agreement"), Transnational merged with and into PXRE, in a
merger transaction (the "Merger") in which each outstanding share of
Transnational Class A Common Stock, par value $.01 per share ("Transnational
Class A Common Stock") and each outstanding share of Transnational Class B
Common Stock, par value $.01 per share was canceled and converted into the right
to receive 1.0575 shares of PXRE Common Stock. In connection with the Merger,
each outstanding option to purchase shares of Transnational Class A Common Stock
issued pursuant to the Director Stock Option Plan, whether vested or unvested,
was assumed by PXRE. See "Description of Options."
As a result of the Merger, Transnational ceased to exist and PXRE has
continued as the surviving corporation. Prior to the Merger, Transnational,
through its subsidiary Transnational Reinsurance Company ("Transnational
Reinsurance"), specialized in providing brokered property retrocessional
reinsurance and marine and aviation retrocessional reinsurance in the U.S. and
international markets. Transnational also wrote marine and aviation reinsurance
and facultative excess of loss reinsurance. Upon completion of the Merger,
Transnational Reinsurance became a subsidiary of PXRE Reinsurance.
USE OF PROCEEDS
The proceeds received by PXRE upon exercise of the Options will be used for
general corporate purposes.
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DESCRIPTION OF OPTIONS
Pursuant to the Director Stock Option Plan, on May 21, 1996 (the date of the
annual meeting of Transnational stockholders), each of the Optionees was granted
options to purchase 1,000 shares of Transnational Class A Common Stock at an
option price of $23.31 (the fair market value of such shares on such date).
In connection with the Merger of Transnational with and into PXRE, PXRE has
assumed the options under the Director Stock Option Plan (the "Assumed
Options"). Administration of the Director Stock Option Plan will now be by the
Board of Directors of PXRE rather than the Board of Directors of Transnational.
Pursuant to the Merger Agreement, as of the closing of the Merger each
outstanding option, whether vested or unvested, was deemed to constitute an
Assumed Option to acquire, on the same terms and conditions as applicable under
the Director Stock Option Plan, the same number of shares of PXRE Common Stock
as the Optionee would have been entitled to receive pursuant to the Merger had
such Optionee exercised such option in full (whether or not actually
exercisable) immediately prior to the closing of the Merger. Accordingly, each
of the three former non-employee directors of Transnational has Assumed Options
to purchase 1,057 shares of PXRE Common Stock.
All of the Assumed Options expire on March 7, 1997, and are exercisable at a
price of $22.05 per share. Such exercise price per share is equal to (x) the
aggregate exercise price for the shares of Transnational Class A Common Stock
deemed otherwise purchasable pursuant to options under the Director Stock Option
Plan divided by (y) the number of full shares of PXRE Common Stock that are
subject to Assumed Options. The exercise price is to be paid by an Optionee in
United States dollars by certified check or bank draft. The Assumed Options are
not transferable, except in the event of the Optionee's death. The number of
shares subject to Assumed Options, and the exercise price, are subject to
adjustment to reflect stock dividends, stock splits, reclassifications, merger
or other corporate change. No other options will be granted under the Director
Stock Option Plan.
Shares acquired upon exercise of an Assumed Option should not be resold by
an Optionee or other person if then in possession of material, non-public,
adverse information about PXRE. In addition, any person who receives Shares
pursuant to the exercise of an Assumed Option may be deemed to be an
"underwriter" within the meaning of Rule 145 under the Securities Act and,
therefore, may be restricted from selling, assigning or transferring such shares
unless such transaction complies with Rules 144 and 145 under the Securities
Act, or is covered by an effective registration statement filed with the
Commission under the Securities Act. Persons who are deemed "affiliates" of PXRE
must resell shares of PXRE Common Stock acquired pursuant to the exercise of an
Assumed Option in compliance with Rule 144, or in a transaction covered by an
effective registration statement filed with the Commission under the Securities
Act. PXRE has not filed, and does not intend to file, a registration statement
covering reoffers and resales of Shares by Optionees.
The grant of the options under the Director Stock Option Plan, and
assumption of such options by PXRE, created no income tax consequences for the
Optionees or PXRE. Upon exercise of an Assumed Option, an Optionee must
generally recognize ordinary income equal to the fair market value of the PXRE
Common Stock acquired on the date of exercise minus the exercise price, and PXRE
will be entitled to a deduction equal to the amount recognized as ordinary
income by the Optionee. A sale of Shares acquired upon the exercise of an
Assumed Option generally will result in short-term or long-term capital gain or
loss measured by the difference between the sale price and the Optionee's tax
basis (generally, the exercise price plus the amount recognized as ordinary
income) in such Shares. There will be no tax consequences to PXRE from a sale by
an Optionee of the Shares. This is only a general summary of federal income tax
consequences, and does not cover all possible transactions involving Assumed
Options and Shares. Optionees are urged to consult with their personal tax
advisors concerning the application of federal, state and local tax laws to
their individual situations.
The Assumed Options are non-qualified options, meaning that such options do
not qualify as incentive stock options under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). The Director Stock Option Plan is not
qualified under Section 401(a) of the Code and is not subject to the
requirements of the Employee Retirement Income Security Act of 1974, as amended.
6
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus will be issued by PXRE to the
Optionees upon exercise of the Assumed Options. PXRE will pay all expenses in
connection with the issuance to the Optionees of the Shares covered by this
Prospectus.
VALIDITY OF SECURITIES
The legality of the issuance of the Shares has been passed on by the law
firm of Morgan, Lewis & Bockius LLP, a limited liability partnership, New York,
New York, counsel for PXRE. Mr. F. Sedgwick Browne, a partner of Morgan, Lewis &
Bockius LLP, is Secretary of PXRE and owns 5115 shares of PXRE Common Stock.
EXPERTS
The consolidated financial statements and financial statement schedules of
PXRE as of December 31, 1995 and 1994 and for each of the three years in the
period ended December 31, 1995 incorporated by reference in this Prospectus from
the PXRE Form 10-K have been audited by Price Waterhouse LLP, independent
accountants, as stated in their report, which is incorporated herein by
reference and has been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses to be borne by PXRE in
connection with the offering described in this Registration Statement. All of
such amounts are estimated except for the SEC Registration Fee.
SEC Registration Fee ......................... $ 21.19
Printing and Engraving Costs ................. 500.00
Legal Fees and Expenses ...................... 1,000.00
Accounting Fees and Expenses ................. 1,000.00
Miscellaneous ................................ 250.00
Total ........................................ $ 2,771.19
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(i) Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a Delaware corporation may include in its certificate of
incorporation a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision may not eliminate
or limit the liability of a director for any breach of the director's duty of
loyalty to the corporation or its stockholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, for the payment of unlawful dividends, or for any transaction from which
the director derived an improper personal benefit. The Restated Certificate of
Incorporation of PXRE (the "PXRE Charter") contains a provision limiting the
personal liability of a director to PXRE and its stockholders for monetary
damages for a breach of fiduciary duty as a director to the full extent
permitted by law.
(ii) Additionally, Section 145, "Indemnification of Officers, Directors,
Employees and Agents; Insurance", of the General Corporation Law of the State of
Delaware provides as follows:
(a) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.
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(c) To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and (b)
of this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section. Such determination
shall be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a
quorum, or (2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as authorized in
this section. Such expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not
be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to
be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees).
(iii) Article VI of the PXRE Charter provides for indemnification of
directors and officers of PXRE against liability they may incur in their
capacities as such to the full extent permitted under Delaware law. In addition,
pursuant
II-2
to certain letter agreements between PXRE and each of its directors, PXRE has
undertaken to indemnify its directors to the fullest extent permitted by Article
VI of the PXRE Charter and applicable Delaware law.
(iv) There is in effect a Directors and Officers Liability and
Corporation Reimbursement Insurance Policy with Reliance Insurance Company. The
policy insures the directors and officers of PXRE against loss arising from any
claim or claims made against such directors or officers, individually or
collectively, by reason of certain wrongful acts such as any actual or alleged
error or misstatement or misleading statement or act, omission, neglect or
breach of duty by the officers and directors in the discharge of their duties.
The policy also insures PXRE against loss for which PXRE is required to
indemnify or for which PXRE, to the extent permitted by law, has indemnified the
officers or directors arising from any claim against any of the directors or
officers of PXRE by reason of the wrongful acts described above. The policy does
not insure PXRE's directors and officers against loss in connection with any
claim relating to any deliberately dishonest or fraudulent act or omission, any
criminal or malicious act or omission, any willful violation of law or any
accounting for profits for the purchase or sale of securities of PXRE within the
meaning of Section 16(b) of the Exchange Act. The combined limit of liability is
$10,000,000 per policy year for both directors' and officers' liability and
corporate reimbursement coverage.
ITEM 16. EXHIBITS
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Merger between Transnational Re
Corporation and PXRE, dated as of August 22, 1996, as
amended by Amendment No. 1 dated as of September 27, 1996
and Amendment No. 2 dated as of October 24, 1996,
incorporated by reference to Annex A to PXRE's Registration
Statement on Form S-4 dated October 30, 1994 (File No.
333-15087).
4.1 Restated Certificate of Incorporation of PXRE, incorporated
by reference to Exhibit 3.1 to PXRE's Registration Statement
on Form S-1 dated August 29, 1986, as amended by Amendment
No. 1 thereto dated February 19, 1987 and by Amendment No. 2
thereto dated March 25, 1987 (File No. 33-8406).
4.2 Certificate of Amendment to PXRE's Restated Certificate of
Incorporation, dated May 20, 1993, incorporated by reference
to Exhibit 4.3 to PXRE's Registration Statement on Forms S-8
and S-3 dated June 3, 1993 (File No. 33-63768).
4.3 Certificate of Amendment to PXRE's Restated Certificate of
Incorporation, dated May 19, 1994, incorporated by reference
to Exhibit 3 to PXRE's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No. 0-15428).
4.4 Certificate of Designations designating the Series A
Cumulative Convertible Preferred Stock of PXRE, incorporated
by reference to Exhibit 4.5 to PXRE's Registration Statement
on Form S-2 dated February 21, 1992, as amended by Amendment
No. 1 thereto dated April 1, 1992 and by Amendment No. 2
thereto dated April 13, 1992 and by Amendment No. 3 thereto
dated April 23, 1992 (File No. 33-45893).
*4.5 Certificate of Amendment to PXRE's Restated Certificate of
Incorporation, dated December 9, 1996.
4.6 By-Laws of PXRE, incorporated by reference to Exhibit 3.2 to
PXRE's Registration Statement on Form S-1 dated August 29,
1986, as amended by Amendment No. 1 thereto dated February
19, 1987 and by Amendment No. 2 thereto dated March 25, 1987
(File No. 33-8406).
4.7 Amendment to By-Laws of PXRE, Article IV, Section 1, dated
June 8, 1995, incorporated by reference to Exhibit 3 to
PXRE's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 0-15428).
4.8 Specimen Certificate of Common Stock, par value $.01 per
share, of PXRE, incorporated by reference to Exhibit 4.4 to
PXRE's Registration Statement on Form S-2 dated January 29,
1993, as amended by Amendment No. 1 thereto dated February
11, 1993 and Amendment No. 2 thereto dated February 23, 1993
(File No. 33-57532).
*5 Opinion of Morgan, Lewis & Bockius LLP regarding the
legality of the securities being registered.
*23.1 Consent of Price Waterhouse LLP as to financial statements
of PXRE.
II-3
*23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit
5).
*24 Powers of Attorney.
- ---------------
* Filed herewith
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Edison, State of New Jersey, on the 3rd day of
January, 1997.
PXRE CORPORATION
By /s/ Gerald L. Radke
______________________________________
Gerald L. Radke
Chairman of the Board,
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ Gerald L. Radke Chairman of the Board, President, January 3, 1997
- --------------------------- Chief Executive Officer and Director
Gerald L. Radke (Principal Executive Officer)
/s/ Sanford M. Kimmel Vice President, Treasurer and January 3, 1997
- --------------------------- Chief Financial Officer (Principal
Sanford M. Kimmel Financial Officer)
/s/ Joan L. Cadd Vice President and Controller January 3, 1997
- ---------------------------
Joan L. Cadd
* Director January 3, 1997
- ---------------------------
Robert W. Fiondella
* Director January 3, 1997
- ---------------------------
Bernard Kelly
* Director January 3, 1997
- ---------------------------
Wendy Luscombe
II-5
NAME TITLE DATE
---- ----- ----
* Director January 3, 1997
- ---------------------------
Edward P. Lyons
* Director January 3, 1997
- ---------------------------
Philip R. McLoughlin
* Director January 3, 1997
- ---------------------------
David W. Searfoss
* Director January 3, 1997
- ---------------------------
Donald H. Trautlein
* Director January 3, 1997
- ---------------------------
Wilson Wilde
*/s/ Gerald L. Radke
---------------------------
Gerald L. Radke
Attorney-in-Fact
II-6
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
2.1 Agreement and Plan of Merger between Transnational Re Corporation and
PXRE, dated as of August 22, 1996, as amended by Amendment No. 1 dated
as of September 27, 1996 and Amendment No. 2 dated as of October 24,
1996, incorporated by reference to Annex A to PXRE's Registration
Statement on Form S-4 dated October 30, 1994 (File No. 333-15087).
4.1 Restated Certificate of Incorporation of PXRE, incorporated by
reference to Exhibit 3.1 to PXRE's Registration Statement on Form S-1
dated August 29, 1986, as amended by Amendment No. 1 thereto dated
February 19, 1987 and by Amendment No. 2 thereto dated March 25, 1987
(File No. 33-8406).
4.2 Certificate of Amendment to PXRE's Restated Certificate of
Incorporation, dated May 20, 1993, incorporated by reference to Exhibit
4.3 to PXRE's Registration Statement on Forms S-8 and S-3 dated June 3,
1993 (File No. 33-63768).
4.3 Certificate of Amendment to PXRE's Restated Certificate of
Incorporation, dated May 19, 1994, incorporated by reference to Exhibit
3 to PXRE's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 0-15428).
4.4 Certificate of Designations designating the Series A Cumulative
Convertible Preferred Stock of PXRE, incorporated by reference to
Exhibit 4.5 to PXRE's Registration Statement on Form S-2 dated February
21, 1992, as amended by Amendment No. 1 thereto dated April 1, 1992 and
by Amendment No. 2 thereto dated April 13, 1992 and by Amendment No. 3
thereto dated April 23, 1992 (File No. 33-45893).
*4.5 Certificate of Amendment to PXRE's Restated Certificate of
Incorporation, dated December 9, 1996.
4.6 By-Laws of PXRE, incorporated by reference to Exhibit 3.2 to PXRE's
Registration Statement on Form S-1 dated August 29, 1986, as amended by
Amendment No. 1 thereto dated February 19, 1987 and by Amendment No. 2
thereto dated March 25, 1987 (File No. 33-8406).
4.7 Amendment to By-Laws of PXRE, Article IV, Section 1, dated June 8,
1995, incorporated by reference to Exhibit 3 to PXRE's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 (File No.
0-15428).
4.8 Specimen Certificate of Common Stock, par value $.01 per share, of
PXRE, incorporated by reference to Exhibit 4.4 to PXRE's Registration
Statement on Form S-2 dated January 29, 1993, as amended by Amendment
No. 1 thereto dated February 11, 1993 and Amendment No. 2 thereto dated
February 23, 1993 (File No. 33-57532).
*5 Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the
securities being registered.
*23.1 Consent of Price Waterhouse LLP as to financial statements of PXRE.
*23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5).
*24 Powers of Attorney.
- ----------
* Filed herewith.
II-7