As filed with the Securities and Exchange Commission on October 24, 1997
Registration No. 333-_____________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LASALLE RE HOLDINGS LIMITED
(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.)
25 Church Street, P.O. Box HM 1502, Hamilton HM FX, Bermuda
(Address of Principal Executive Offices)
LASALLE RE HOLDINGS LIMITED
1996 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
CT Corporation System
1633 Broadway
New York, New York 10019
(Name and Address of Agent For Service)
(212) 664-1666
(Telephone Number, Including Area Code, of Agent For Service)
---------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to Be Price Per Offering Registration
to Be Registered Registered(1) Share(2) Price(2) Fee
- -------------------------------------------------------------------------------
Common Shares,
par value
$1.00 per share 1,000,000 $ (2) $29,839,862.63 $9,042.39
===============================================================================
(1) Also registered hereby are an indeterminate number of additional shares
that may become issuable pursuant to the anti-dilution provisions of
the plan.
(2) Estimated pursuant to Rule 457(h)(1) solely for the purpose of
calculating the registration fee, based (i) in the case of up to 446,436
Common Shares that in the future may be issued upon exercise of options
previously granted pursuant to the Registrant's 1996 Long-Term Incentive
Plan, on the respective exercise prices ranging from $17.33 per share to
$27.33 per share and (ii) in the case of up to 553,564 Common Shares
that in the future may be issued upon the exercise of options to be
granted, or that otherwise may be issued, pursuant to the Registrant's
1996 Long-Term Incentive Plan, on the average of the high and low
sale prices of the Registrant's Common Shares as reported on the New
York Stock Exchange on October 23, 1997.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by
LaSalle Re Holdings Limited (the "Company") with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), File No. 1-12823, are incorporated by
reference herein and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
September 30, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1996, March 31, 1997 and June
30, 1997; and
(c) The description of the Company's common shares, par value
$1.00 per share, included in the Company's Registration
Statement on Form 8-A.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and shall be
deemed a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the provisions of the Companies Act 1981 of Bermuda,
the Company has adopted provisions in its Bye-Laws which require it to
indemnify its directors and officers in certain circumstances and
specifically to indemnify its directors and officers against all amounts
actually and reasonably incurred to the Company or its shareholders by
reason of a breach of duty to the Company, provided that such director or
officer acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any
criminal action, suit or proceeding, had no reasonable cause to believe
that the conduct was unlawful, and except for any claim, issue or matter as
to which such person shall have been finally adjudged to be liable for
wilful negligence, wilful default, fraud or dishonesty in the performance
of the duty to the Company.
The Company also maintains insurance on its directors and
officers, which covers liabilities under the federal securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
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<PAGE>
Item 8. Exhibits.
See Index to Exhibits which is incorporated herein by reference.
Item 9. Undertakings.
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. Notwithstanding
the foregoing, any increase or decrease in the
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high and of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in
the effective registration statement;
(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;
provided, however, that paragraphs (1)(i)
and (1)(ii) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained
in periodic reports filed with or furnished
to the Commission by the registrant
pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference 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 that 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.
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 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.
3
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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 provisions described
in Item 6 of this registration statement, 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
Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
4
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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 Hamilton, Bermuda on the 25th day of
September 1997.
LASALLE RE HOLDINGS LIMITED
By: /s/ ANDREW COOK
------------------------------------
Name: Andrew Cook
Title: Chief Financial Officer and Treasurer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Victor H. Blake, Andrew Cook, Ivan P. Berk and Clare Moran, or any of them,
such person's true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, to sign any and all amendments
(including post-effective amendments) to this registration statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities indicated and on the 25th day of September, 1997.
Signature Position
--------- --------
/s/ VICTOR H. BLAKE
- ------------------------------------- Chairman, President and
Victor H. Blake Chief Executive Officer
(Principal Executive Officer)
/s/ ANDREW COOK
- -------------------------------------- Chief Financial Officer and
Andrew Cook Treasurer (Principal Financial
Officer)
/s/ STEVEN GIVEN
- -------------------------------------- Controller (Principal Accounting
Steven Given Officer)
/s/ WILLIAM J. ADAMSON, JR.
- --------------------------------------- Director
William J. Adamson, Jr.
/s/ IVAN P. BERK
- ---------------------------------------- Director
Ivan P. Berk
5
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/s/ JONATHAN H. KAGAN
- ---------------------------------------- Director
Jonathan H. Kagan
/s/ DONALD P. KOZIOL, JR.
- ---------------------------------------- Director
Donald P. Koziol, Jr.
/s/ LESTER POLLACK
- ---------------------------------------- Director
Lester Pollack
/s/ PETER J. RACKLEY
- ---------------------------------------- Director
Peter J. Rackley
/s/ DAVID A. STOCKMAN
- ---------------------------------------- Director
David A. Stockman
/s/ PAUL J. ZEPF
- ---------------------------------------- Director
Paul J. Zepf
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the
undersigned as the duly authorized representative of the registrant in the
United States.
/s/ WILLIAM J. ADAMSON, JR.
---------------------------------
William J. Adamson, Jr.
September 25, 1997
6
<PAGE>
INDEX TO EXHIBITS
Exhibit Document Description
- ------- --------------------
4.1 Memorandum of Association of the Company (incorporated by
reference to Exhibit 3.1 to Registration Statement on Form S-1
(No. 33-97304))
4.2 Bye-laws of the Company (incorporated by reference to Exhibit 3.1
to Form 10-Q for the quarterly period ended December 31, 1995
(File No. 0-27216))
4.3 LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.13 to Registration
Statement on Form S-1 (No. 333-14861))
4.4 First Amendment to LaSalle Re Holdings Limited 1996 Long-Term
Incentive Plan, dated September 25, 1997
5.1 Opinion of Conyers Dill & Pearman as to the legality of the
securities offered
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Conyers Dill & Pearman (included in its opinion filed
as Exhibit 5.1)
24.1 Power of Attorney (included in signature pages)
99.1 Appointment of CT Corporation System as U.S. agent for service
of process
7
Exhibit 4.4
FIRST AMENDMENT
TO THE
LASALLE RE HOLDINGS LIMITED
1996 LONG-TERM INCENTIVE PLAN
-----------------------------
WHEREAS, LaSalle Re Holdings Limited (the "Company") maintains the
LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan (the "Plan");
WHEREAS, the Plan provides that the Board of Directors of the
Company (the "Board") may amend the Plan at any time;
WHEREAS, on September 21, 1995, the Board of Directors of LaSalle
Re Limited, which at that time was the sole member of the Company, approved
the establishment of a long-term incentive plan covering 1,000,000 common
shares of the Company; and
WHEREAS, the Board has determined that it is desirable and in the
best interests of the Company to amend the Plan to reflect that the number
of shares of stock which may be issued with respect to awards under the
Plan shall not exceed 1,000,000 in the aggregate;
NOW, THEREFORE, BE IT RESOLVED, that the Plan be and is hereby
amended, effective September 25, 1997, by substituting the following for
subsection 8.2 of the Plan:
"8.2. Shares Subject to Plan. The shares of
Stock with respect to which Awards may be made under the
Plan shall be shares currently authorized but unissued or
currently held or subsequently acquired by the Company as
treasury shares, including shares purchased in the open
market or in private transactions. Subject to the
provisions of subsection 8.3, the number of shares of
Stock which may be issued with respect to Awards under
the Plan shall not exceed 1,000,000 shares in the
aggregate. Except as otherwise provided herein, any
shares subject to an Award which for any reason expires
or is terminated without issuance of shares (whether or
not cash or other consideration is paid to a Participant
in respect of such shares) shall again be available under
the Plan."
Exhibit 5.1
[Letterhead of Conyers Dill & Pearman]
DWPC/siw/308788
24 October 1997
LaSalle Re Holdings Limited
25 Church Street
Hamilton, Bermuda
Dear Sirs,
LaSalle Re Holdings Limited (the "Company") - 1996 Long-Term Incentive Plan
- ----------------------------------------------------------------------------
We have acted as special legal counsel in Bermuda to the Company
in connection with the 1996 Long-Term Incentive Plan adopted by the Company
effective as of 27 November 1995 amended effective as of 25 September 1997
(the "Plan").
For the purposes of giving this opinion, we have examined copies
of the Plan and the Registration Statement (the "Registration Statement",
which term shall not include any documents incorporated therein by
reference) on Form S-8 filed with the U.S. Securities and Exchange
Commission in respect of the common shares (the "Shares") to be issued
pursuant to the Plan.
We have also reviewed the memorandum of association and the
bye-laws of the Company, resolutions of its directors and of its
shareholders, and such other documents and made such enquiries as to
questions of law as we have deemed necessary in order to render the opinion
set forth below.
We have assumed (a) the genuineness and authenticity of all
signatures and the conformity to the originals of all copies (whether or
not certified) examined by us and the authenticity and completeness of the
originals from which such copies were taken, (b) the accuracy and
completeness of all factual representations made in the documents reviewed
by us, (c) that there is and will be no provision of the law of any
jurisdiction (other than Bermuda), no terms of any agreement entered or to
be entered into pursuant to the Plan and no other action taken by the
Committee (as defined in the Plan), which would have any implication in
relation to the opinions expressed herein, (d) that all options granted
pursuant to the Plan will have been granted and exercised in accordance
with the terms thereof, and (e) that no Shares shall be issued pursuant to
the Plan in contravention of bye-law 46(c) of the Company's bye-laws.
All obligations of the Company (a) will be subject to the laws
from time to time in effect relating to bankruptcy, insolvency,
liquidation, possessory liens, rights of set off, reorganisation,
amalgamation, moratorium or any other laws or legal procedures, whether of
a similar nature or otherwise, generally affecting the rights of creditors,
(b) will be subject to statutory limitation
<PAGE>
- 2 -
of the time within which proceedings may be brought, (c) will be subject to
general principles of equity and, as such, specific performance and
injunctive relief, being equitable remedies, may not be available.
We have made no investigation of and express no opinion in
relation to the laws of any jurisdiction other than Bermuda. This opinion
is to be governed by and construed in accordance with the laws of Bermuda
and is limited to and is given on the basis of the current law and practice
in Bermuda. This opinion is issued solely for your benefit and is not to be
relied upon by any other person, firm or entity or in respect of any other
matter.
On the basis of and subject to the foregoing, we are of the
opinion that:
1. When the Registration Statement has become effective pursuant to
the U.S. Securities Act of 1933, the issuance of the Shares
pursuant to the Plan will have been duly authorised in accordance
with the Company's memorandum of association and bye-laws.
2. When issued and paid for as contemplated by the Registration
Statement and the Plan, the Shares will be validly issued, fully
paid and non-assessable (meaning that no further sums are required
to be paid by the holders thereof in connection with the issue of
such Shares).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours faithfully
/s/ Conyers Dill & Pearman
CONYERS DILL & PEARMAN
Doc. No. 366205
Exhibit 23.1
[LETTERHEAD OF KPMG PEAT MARWICK]
The Board of Directors
LaSalle Re Holdings Limited
We consent to incorporation by reference in the registration statements
relating to the Employee Stock Purchase Plan and the 1996 Long-Term
Incentive Plan on Forms S-8 of LaSalle Re Holdings Limited of our reports
dated October 19, 1996, relating to the consolidated balance sheets of
LaSalle Re Holdings Limited and subsidiaries as of September 30, 1996, 1995
and 1994, and the related consolidated statements of operations, changes in
shareholders' equity and cash flows for the years ended September 30, 1996
and 1995 and the period from October 26, 1993 (date of incorporation) to
September 30, 1994 and all related schedules, which reports appear in the
September 30, 1996 annual report on Form 10-K of LaSalle Re Holdings
Limited.
/s/ KPMG PEAT MARWICK
Chartered Accountants
Hamilton, Bermuda
October 24, 1997
Exhibit 99.1
[LETTERHEAD OF CT CORPORATION SYSTEM]
October 1, 1997
Howard L. Rosenberg,
Sr. Paralegal
Mayer Brown & Platt
190 South LaSalle
Chicago, Il. 60603
RE: LASALLE RE HOLDINGS LIMITED
(Special Agency)
Dear Howard:
This will confirm that the appointment made on March 7, 1997 appointing CT
Corporation System, 1633 Broadway, New York, New York 10019 as agent for
the above under Form S-1 Registration Statement and filed with the
Securities and Exchange Commission (SEC) remain in effect. The
aforementioned appointment applies to any subsequent Registration
Statements filed with the SEC and will remain in effect until such time as
we are instructed to discontinue our services as agent.
Very truly yours,
/s/ JAMES M. HALPIN
James M. Halpin
Assistant Secretary
mk/JMH
