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As filed with the Securities and Exchange Commission on November 7, 1996
Registration No. 33-61564
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3172455
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
65 EAST 55TH STREET
28TH FLOOR
NEW YORK, NY 10022
(Address of Principal Executive Offices)
TIG HOLDINGS, INC.
1993 LONG-TERM INCENTIVE PLAN
TIG HOLDINGS, INC.
1996 LONG-TERM INCENTIVE PLAN
TIG HOLDINGS, INC.
1996 NON-EMPLOYEE DIRECTORS
COMPENSATION PROGRAM
TIG HOLDINGS, INC.
SEPTEMBER 1996 CONSULTANT STOCK OPTION AGREEMENT
PETER M. ACTON
65 EAST 55TH STREET
28TH FLOOR
NEW YORK, NY 10022
(Name and address of agent for service)
(212) 446-2700
(Telephone number, including area code,
of agent for service)
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NOTE
The purpose of this Post-Effective Amendment No. 1 is to provide that
shares registered hereunder will be available for issuance pursuant to the TIG
Holdings, Inc. 1996 Long-Term Incentive Plan, TIG Holdings, Inc. 1996
Non-Employee Directors Compensation Program and the TIG Holdings, Inc. November
1996 Consultant Stock Option Agreement, as well as pursuant to the 1993
Long-Term Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Number Description
-------------- -----------
5 Opinion of Peter M. Acton, General Counsel of the
Registrant, regarding legality of securities being
registered (including consent).
23.1 Consent of Peter M. Acton (included as part of
Exhibit 5)
23.2 Consent of Independent Auditors.
24 Powers of Attorney.
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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 the City of New York, State of New York on this 7th day of
November, 1996.
TIG HOLDINGS, INC.
By: /s/ Jon W. Rotenstreich
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Name: Jon W. Rotenstreich
Title: Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person on November 7,
1996 in the capacities and on the date indicated.
Signature Title(s) Date
- --------- -------- ----
* Chairman of the Board and Chief Executive November 7, 1996
- ------------------------------ Officer and Director (Principal Executive Officer)
Jon W. Rotenstreich
*
- ------------------------------
Don D. Hutson President, Chief Operating Officer and Director November 7, 1996
* Executive Vice President and Chief Financial November 7, 1996
- ------------------------------ Officer (Principal Financial Officer)
Edwin G. Pickett
*
- ------------------------------
Steven A. Cook Controller (Principal Accounting Officer) November 7, 1996
*
- ------------------------------
George B. Beitzel Director November 7, 1996
*
- ------------------------------
William G. Clark Director November 7, 1996
*
- ------------------------------
Joel S. Ehrenkranz Director November 7, 1996
*
- ------------------------------
George D. Gould Director November 7, 1996
*
- ------------------------------
William W. Priest, Jr. Director November 7, 1996
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Signature Title(s) Date
- --------- -------- ----
*
- ------------------------------
Harold Tanner Director November 7, 1996
* By Power of Attorney
/s/ Louis J. Paglia November 7, 1996
-------------------------------------------
Louis J. Paglia
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Number Description Page No.
- -------------- ----------- --------
5 Opinion of Peter M. Acton, General
Counsel to the Registrant, regarding legality of
securities being registered (including consent).
23.1 Consent of Peter M. Acton (included as part of Exhibit 5)
23.2 Consent of Independent Auditors.
24 Power of Attorney.
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