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
EMPLOYEE STOCK PURCHASE 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 137,997 $34.8125 $4,709,147.63 $1,427.02
===============================================================================
(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) In accordance with Rule 457(h)(1), computed on the basis of 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.
===============================================================================
1
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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.
2
<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.
3
<PAGE>
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.
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
<PAGE>
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
<PAGE>
/s/ JONATHAN H. KAGAN
- ------------------------------------ Director
Jonathan
/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 Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.14 to Registration
Statement on Form S-1 (No. 333-14861))
4.4 First Amendment to LaSalle Re Holdings Limited Employee
Stock Purchase 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
EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, LaSalle Re Holdings Limited (the "Company")
maintains the LaSalle Re Holdings Limited Employee Stock Purchase
Plan (the "Plan");
WHEREAS, the Plan provides that the Board of Directors of the
Company (the "Board") may amend the Plan at any time; and
WHEREAS, the Board has determined that it is desirable and in the
best interests of the Company to amend the Plan to (i) provide that an
executive officer designated as an Eligible Associate will have his service
as an executive officer taken into account in determining continuous
service as an Eligible Associate, (ii) permit the designation of Eligible
Employees who may elect to have up to 25% of their bonus used to purchase
stock under the Plan, (iii) reflect the fact that the Company's stock is
now traded on The New York Stock Exchange rather than the Nasdaq National
Market and (iv) allow for the registration under the U.S. Securities Act of
1933, as amended, of stock issued pursuant to the Plan;
NOW, THEREFORE, BE IT RESOLVED, that the Plan be and is hereby
amended in the following particulars, effective September 25, 1997:
1. By substituting the following for subsection 1.3:
"1.3 Offers and Sales of Stock. Offers and
sales of Stock under the Plan shall be made only
(a) pursuant to an effective Registration
Statement on Form S-8 filed with the U.S.
Securities and Exchange Commission under
the Act; or
(b) in accordance with the provisions of
Regulation S promulgated under the Act, in
which case (i) such offers and sales of
Stock shall be made only in Offshore
Transactions and no Directed Selling
Efforts shall be made in the United States
in connection therewith and (ii) shares of
Stock purchased in connection with such
offers and sales will not be registered
under the Act and may not be sold in the
United States or to U.S. Persons unless
such shares are registered under the Act or
an exemption from the
<PAGE>
registration requirements of the Act is
available."
2. By substituting the following for subsection 2.2:
"2.2 Participation Election.
(a) The Committee shall establish 'Subscription
Periods' of not longer than one year for the
accumulation of funds necessary for payment
of the purchase price of Stock under the
Plan. As of the Effective Date, the initial
Subscription Period is the period beginning
July 1, 1996 and ending September 30, 1996,
and each subsequent Subscription Period will
be the calendar quarter. For the
Subscription Periods beginning July 1, 1996,
and October 1, 1996, an Eligible Associate
may become a Participant by filing a written
payroll deduction authorization with respect
to salary otherwise payable to the
Participant during the period at least ten
business days prior to either July 1, 1996 or
October 1, 1996, respectively. For any
subsequent Subscription Period in a calendar
year, an Eligible Associate shall become a
Participant by filing with the Committee, at
least ten days prior to the first day of the
calendar year, a written payroll deduction
authorization with respect to salary
otherwise payable to the Participant during
the period. Such payroll deductions for a
Subscription Period shall be 2%, 5%, 10%,
15%, or 20% of the salary of the Participant,
rounded to the nearest dollar for each
payroll period, but no more than $25,000 will
be deducted in any calendar year ($12,500 in
the period beginning July 1, 1996 and ending
December 31, 1996). The payroll deduction
authorization filed with the Committee by the
Participant with respect to a Subscription
Period will remain in effect for each
subsequent Subscription Period, unless the
Participant files a new payroll deduction
authorization with the Committee in
accordance with subsection 2.3 or
discontinues participation in the Plan in
accordance with subsection 2.5. After the
beginning of a Subscription Period, a
Participant may not alter the rate of his
payroll deductions for that period; provided,
however, that he may discontinue his
<PAGE>
participation in the Plan in accordance with
subsection 2.5.
(b) An Eligible Employee may become a Participant
(or if already a Participant may, in addition
to filing a written payroll deduction
authorization with respect to salary pursuant
to paragraph 2.2(a), make an additional
election with respect to a bonus payment
pursuant to this paragraph 2.2(b)) by filing
with the Committee, at such time in and in
such form as required by the Committee, a
written payroll deduction authorization with
respect to any bonus payment otherwise
payable to the Participant. Such payroll
deduction made with respect to a bonus
payment shall be in any whole percentage up
to 25% of the bonus payable to the
Participant who is an Eligible Employee,
rounded to the nearest dollar, for the
payroll period in which the bonus is payable.
A payroll deduction authorization with
respect to a bonus payment will be effective
only with respect to the bonus payment to
which it relates."
3. By substituting the following for subsection 2.4:
"2.4 Purchase of Stock. With respect to
each Subscription Period, a Participant shall be
deemed to purchase the number of whole shares of
Stock as his accumulated payroll deductions for
the Subscription Period will purchase, subject
to the following:
(a) The purchase price per share shall be
equal to 85% of the Fair Market Value
of Stock on the Price Date; provided,
however, that in no event shall such
price per share be less than the par
value of the Stock.
(b) A Participant shall be deemed to have
purchased the shares of Stock on the
third business day following the
applicable Price Date (the "Purchase
Date").
(c) Any accumulated payroll deductions that
are not used to purchase full shares of
Stock under the Plan shall be held and
applied toward the purchase of Stock in
the next following Subscription Period.
Notwithstanding the foregoing, the
Participant may request that
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<PAGE>
such amount be paid to the Participant
by filing a written application with
the Committee in such form and at such
time as the Committee may require, in
which case such amount shall be paid to
the Participant without interest as
soon as practicable following the
Committee's receipt of the request.
(d) No Participant shall have the right to
purchase more than $25,000 in value of Stock
under the Plan (and any other employee stock
purchase plan maintained by the Company or
any Related Company) through payroll
deductions of salary pursuant to paragraph
2.2(a) in any calendar year ($12,500 for the
period beginning July 1, 1996 and ending
December 31, 1996), such value being based on
the Fair Market Value of Stock (as adjusted
pursuant to paragraph 2.4(a)) as of the Price
Date immediately preceding the Purchase Date
on which the Participant is deemed to
purchase Stock under the terms of the Plan.
(e) No Participant shall have the right to
purchase more than an amount equal to 25% of
the Participant's bonus payment in value of
Stock under the Plan (and any other employee
stock purchase plan maintained by the Company
or any Related Company) through payroll
deduction pursuant to paragraph 2.2(b) in any
calendar year, such value being based on the
Fair Market Value of Stock (as adjusted
pursuant to paragraph 2.4(a)) as of the Price
Date immediately preceding the Purchase Date
on which the Participant is deemed to
purchase Stock under the terms of the Plan,
as such terms are defined for purposes of
paragraph 2.2(b)."
4. By substituting the following for paragraph (e)
of subsection 3.4:
"(e) Each certificate issued in respect of
such Stock shall be registered in the
name of the Participant and deposited,
together with a stock power endorsed in
blank, with the Company. Each such
certificate shall bear the following
(or a similar) legend:
'The transferability of this certificate
and the shares of stock represented
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<PAGE>
hereby are subject to the terms
and conditions (including
forfeiture) contained in the
LaSalle Re Holdings Limited
Employee Stock Purchase Plan
and an agreement entered into
between the registered owner
and LaSalle Re Holdings
Limited. A copy of such plan
and agreement is on file in the
office of the General Counsel
of LaSalle Re Holdings Limited,
#25 Church Street, Hamilton
HMFX, Bermuda.'
In addition, in the case of Stock
purchased in accordance with the
provisions of subsection 1.3(b), each
such certificate shall also bear the
following (or a similar) legend:
'The shares represented by this
certificate have not been
registered under the United
States Securities Act of 1933,
as amended (the "Act"), and may
not be offered or sold in the
United States or to U.S.
Persons (as defined in the Act)
unless the shares are
registered under the Act or an
exemption from the registration
requirements of the Act is
available.'
Except as otherwise determined by the
Committee, the Company shall retain
each certificate issued in respect of
such Stock until the end of the
Restricted Period at which time the
Participant may request the Company to
deliver such certificate to him or
her."
5. By adding the following new subparagraph (c) to
subsection 3.5:
"(c) In the case of a Participant who is subject
to Section 16(a) and 16(b) of the Securities
Exchange Act of 1934, the Committee may, at
any time, add such conditions and limitations
with respect to such Participant as the
Committee, in its sole discretion, deems
necessary or desirable to comply with Section
16(a) or 16(b) and the rules and regulations
thereunder or to obtain any exemption
therefrom."
-5-
<PAGE>
6. By substituting the following for paragraph (h)
of section 6:
"(h) Eligible Associate. The term 'Eligible
------------------
Associate' means any individual who is an
employee of an Employer, and any other
individual who is performing services for an
Employer as an employee of Aon Risk
Consultants (Bermuda) Limited, CNA Bermuda
Services Limited, or such other entity
designated by the Board. Notwithstanding the
foregoing, (i) an executive officer of the
Company may not be an Eligible Associate,
unless otherwise approved by the Board,
provided that an executive officer designated
as an Eligible Associate will have his
service as an executive officer prior to
designation as an Eligible Associate taken
into account in determining continuous
service as an Eligible Associate; and (ii) a
U.S. Person may only be an Eligible Associate
with respect to Stock purchased in accordance
with the provisions of subsection 1.3(a)."
7. By redesignating paragraphs (i), (j) and (k) of
section 6 as paragraphs (j), (k) and (l) of
section 6, respectively, and adding the
following new paragraph (i) to section 6:
"(i) Eligible Employee. The term 'Eligible
-----------------
Employee' means any individual who is an
Eligible Associate and who is designated by
the Committee as eligible to elect to have a
portion of his bonus payment used to purchase
Stock in accordance with paragraph 2.2(b)."
8. By substituting the following for paragraph (k)
of section 6, as redesignated by this First
Amendment of the Plan:
"(k) Fair Market Value. The 'Fair Market Value'
-----------------
of a share of Stock as of any date
(including, without limitation, any Price
Date with respect to shares purchased
pursuant to paragraph 2.2(a) with funds
accumulated through payroll deductions from
salary) shall be the closing sale price for
the Stock as reported on The New York Stock
Exchange for such date or, if Stock is not
traded on that date, on the next preceding
date on which Stock was traded; provided,
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<PAGE>
however, that the 'Fair Market Value'
of a share of Stock as of any Price
Date with respect to shares purchased
pursuant to paragraph 2.2(b) through
payroll deduction from any bonus
payment shall be the average of the
daily closing sale prices for the Stock
as reported on The New York Stock
Exchange (or the Nasdaq National Market
with respect to dates prior to April
11, 1997) for each date on which the
Stock was traded during the fiscal year
to which such bonus payment relates."
9. By redesignating paragraphs (l) and (m) of
section 6 as paragraphs (n) and (o) of section
6, respectively, and adding the following new
paragraph (m) to section 6:
"(m) Price Date. The 'Price Date' shall be (i)
----------
with respect to shares purchased pursuant to
paragraph 2.2(a) with funds accumulated
through payroll deductions from salary during
any Subscription Period, the last business
day of such Subscription Period and (ii) with
respect to shares purchased pursuant to
paragraph 2.2(b) through payroll deduction
from any bonus payment, the last day of the
Company's fiscal year to which such bonus
payment relates."
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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") - Employee Stock Purchase Plan
- --------------------------------------------------------------------------
We have acted as special legal counsel in Bermuda to the Company
in connection with the Employee Stock Purchase Plan adopted by the Company
effective as of 1 July 1996, 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,
<PAGE>
- 2 -
(b) will be subject to statutory limitation 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. 366228
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
