As filed with the Securities and Exchange Commission on October 28, 1997
Registration No. 333-38653
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------
AMENDMENT NO. 1
TO
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(3)
- -------------------------------------------------------------------------------
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.
(3) $9,042.39 was previously paid.
===============================================================================
<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;
(c) The Company's Current Reports on Form 8-K filed on May 6,
July 7 and October 8, 1997; and
(d) 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.
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
<PAGE>
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 28th day of October
1997.
LASALLE RE HOLDINGS LIMITED
By: /s/ ANDREW COOK
-------------------------------
Name: Andrew Cook
Title: Chief Financial Officer and Treasurer
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 28th day of October, 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
- -------------------------------- Treasurer (Principal Financial
Andrew Cook Officer)
/s/ STEVEN GIVEN* Controller (Principal Accounting
- -------------------------------- Officer)
Steven Given
/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 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.
October 28, 1997
*By: /s/ ANDREW COOK
- ----------------------------------
Andrew Cook
Attorney-in-fact
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
- -------
* Previously filed
7
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 28, 1997
