AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1999
REGISTRATION NO. 333-85451
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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PXRE GROUP LTD.
(Exact name of registrant as specified in its charter)
BERMUDA
(State or other jurisdiction
of incorporation or organization)
[NOT APPLICABLE]
(I.R.S. Employer Identification No.)
99 FRONT STREET
HAMILTON HM 12
BERMUDA
(Address of principal executive offices)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JAMES F. DORE
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PXRE GROUP LTD.
SUITE 231
12 CHURCH STREET
HAMILTON HM 11
BERMUDA
(441) 296-5858
(Name, address and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered Amount to be Proposed Proposed maximum Amount of
registered maximum aggregate offering registration
offering price price fee
per share
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See Below N/A* N/A* N/A* N/A*
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(1) No additional securities are to be registered and registration fees were
paid upon the filing of the original Registration Statement No.
333-85451. Therefore, no further registration fee is required.
EXPLANATORY NOTES
This Post-Effective Amendment No. 2 on Form S-8 to the Registration
Statement No. 333-85451 on Form S-4 (the "PXRE Group Registration Statement")
is being filed for the purpose of filing two exhibits that were inadvertently
omitted in Post-Effective Amendment No. 1, filed on November 2, 1999.
ITEM 8. EXHIBITS
4.1 Memorandum of Association of the Registrant (Exhibit 3.1 to
the Registrant's Registration Statement on Form S-4 dated
August 18, 1999 (Registration No. 333-85451) and incorporated
herein by reference).
4.2 Bye-Laws of the Registrant (Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by
reference).
4.3 Form of Specimen Common Share certificate, par value $1.00 per
share, of the Registrant (Exhibit 4.1 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by
reference).
4.4 Employee Stock Purchase Plan, as amended (Appendix A to PXRE
Delaware's Proxy Statement dated April 23, 1993, and
incorporated herein by reference). (M)
4.5 Employee Stock Purchase Plan (as Amended and Restated). (M)
23.1 Consent of PricewaterhouseCoopers as to financial statements
of PXRE Group (Exhibit 23.1 to the Registrant's Registration
Statement on Form S-4 dated August 18, 1999 (Registration No.
333-85451) and incorporated herein by reference).
23.2 Consent of PricewaterhouseCoopers LLP as to financial
statements of PXRE Delaware (Exhibit 23.2 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by
reference).
24 Powers of Attorney.
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(M) Indicates a management contract or compensatory plan or arrangement in
which the directors and/or executive officers of PXRE participate.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hamilton, Bermuda, on November 9, 1999.
PXRE GROUP LTD.
(Registrant)
By /s/ Gerald L. Radke
------------------------------
Gerald L. Radke
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE TITLE DATE
By /s/ Gerald L. Radke Chairman of the Board, November 9, 1999
---------------------------- President, Chief Executive Officer and
Gerald L. Radke Director (Principal Executive Officer)
By /s/ James F. Dore Executive Vice President and November 9, 1999
---------------------------- Chief Financial Officer (Principal
James F. Dore Financial Officer and Principal
Accounting Officer)
By * Director November 9, 1999
----------------------------
F. Sedgwick Browne
By Director November __, 1999
----------------------------
Robert W. Fiondella
By * Director November 9, 1999
----------------------------
Franklin D. Haftl
By * Director November 9, 1999
----------------------------
Bernard Kelly
By * Director November 9, 1999
----------------------------
Wendy Luscombe
By * Director November 9, 1999
----------------------------
Philip R. McLoughlin
By * Director November 9, 1999
----------------------------
David W. Searfoss
By * Director November 9, 1999
----------------------------
Wilson Wilde
*By: /s/ Gerald L. Radke
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Gerald L. Radke
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Sequentially
Number Document Numbered Page
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4.1 Memorandum of Association of the Registrant (Exhibit 3.1 to
the Registrant's Registration Statement on Form S-4 dated
August 18, 1999 (Registration No. 333-85451) and incorporated
herein by reference).
4.2 Bye-Laws of the Registrant (Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by
reference).
4.3 Form of Specimen Common Share certificate, par value $1.00 per
share, of the Registrant (Exhibit 4.1 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by
reference).
4.4 Employee Stock Purchase Plan, as amended (Appendix A to PXRE
Delaware's Proxy Statement dated April 23, 1993, and
incorporated herein by reference). (M)
*4.5 Employee Stock Purchase Plan (as Amended and Restated). (M)
23.1 Consent of PricewaterhouseCoopers as to financial statements
of PXRE Group (Exhibit 23.1 to the Registrant's Registration
Statement on Form S-4 dated August 18, 1999 (Registration No.
333-85451) and incorporated herein by reference).
23.2 Consent of PricewaterhouseCoopers LLP as to financial
statements of PXRE Delaware (Exhibit 23.2 to the Registrant's
Registration Statement on Form S-4 dated August 18, 1999
(Registration No. 333-85451) and incorporated herein by
reference).
*24 Powers of Attorney.
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* Filed herewith
(M) Indicates a management contract or compensatory plan or arrangement in
which the directors and/or executive officers of PXRE participate.