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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LASALLE RE HOLDINGS LIMITED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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LASALLE RE HOLDINGS LIMITED
25 CHURCH STREET
HAMILTON HM 12, BERMUDA
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SUPPLEMENTAL INFORMATION
ANNUAL GENERAL MEETING
TO BE HELD ON
FEBRUARY 26, 1998
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The following information supplements and amends the Notice of Annual
General Meeting dated January 6, 1998 and the accompanying Proxy Statement
dated January 6, 1998 (the "Proxy Statement") of LaSalle Re Holdings Limited
(the "Company") furnished in connection with the solicitation of proxies on
behalf of the Board of Directors of the Company to be voted at the Annual
General Meeting of the Company to be held at the Elbow Beach Hotel, Paget,
Bermuda, on Thursday, February 26, 1998 at 9:00 a.m., local time, and at any
adjournment or postponement thereof, for the purposes set forth in the Notice,
and to transact such other business as may properly come before the Annual
General Meeting. This Supplemental Information should be read in conjunction
with the Proxy Statement.
ADDITIONAL NOMINEE FOR ELECTION AS DIRECTOR
During 1997, several directors resigned from the Board of Directors after
founding shareholders with whom they were affiliated sold their holdings in
the Company. The Proxy Statement provided information about the three director
candidates whom the Board of Directors had recommended as of January 6, 1998.
Subsequently, the Company was successful in identifying a fourth candidate,
and so on February 3, 1998, the Board of Directors adopted the following
resolution:
(1) That Clement S. Dwyer, Jr. be nominated for election as director to
serve a three-year term to expire at the Annual General Meeting in 2001 or
until his successor shall have been elected and qualified;
(2) That the Notice of Annual General Meeting dated January 6, 1998 be
amended to provide that the Annual General Meeting shall elect one director
to hold office until 2000 and three directors to hold office until 2001;
and
(3) That the Proxy Statement dated January 6, 1998 be amended and
supplemented to include the Board's recommendation that Clement S. Dwyer,
Jr. be elected as director and to provide such information with respect to
Mr. Dwyer as may be required pursuant to Regulation 14A under the U.S.
Securities Exchange Act of 1934, as amended.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF CLEMENT S.
DWYER, JR. AS A DIRECTOR OF THE COMPANY.
Certain information with respect to Mr. Dwyer is set forth below:
Clement S. Dwyer, Jr., age 49, has 27 years of experience in the insurance
industry, concentrating primarily in worldwide property casualty business and
the financing of insurance enterprises. Since 1997, Mr. Dwyer has been
Managing Member of URSA Advisors, L.L.C., which provides advisory and capital-
raising services to insurance and reinsurance companies. From May to December
1996 he was President and Chief Executive Officer of Signet Star Holdings,
Inc., the holding company for the reinsurance subsidiaries of W.R. Berkeley
Corp. From 1992 to 1996, he was Executive Vice President and Director of Guy
Carpenter & Company, Inc. (a reinsurance broker and a subsidiary of Marsh &
McLennan Co. Inc.), by whom he had been employed in various executive
capacities since 1970.
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Mr. Dwyer is the beneficial owner of 2,150 of the Company's Common Shares.
He has sole voting and investment power with respect to these shares, which
represent less than 1% of the Company's outstanding Common Shares as of
February 5, 1998.
PLEASE PROMPTLY SIGN, DATE AND RETURN THE ENCLOSED AMENDED PROXY IN THE
RETURN ENVELOPE FURNISHED FOR THAT PURPOSE, WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING.
IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN
THE MANNER DESCRIBED IN THE PROXY STATEMENT. IF YOU HAVE ALREADY MAILED THE
PROXY THAT YOU RECEIVED WITH THE PROXY STATEMENT AND RETURN THE ACCOMPANYING
AMENDED PROXY, THE AMENDED PROXY WILL AUTOMATICALLY SUPERSEDE THE PRIOR PROXY.
IF YOU HAVE MAILED THE PRIOR PROXY AND DO NOT RETURN THE AMENDED PROXY, YOUR
PRIOR PROXY CANNOT BE VOTED FOR THE ELECTION OF CLEMENT S. DWYER, JR. AS A
DIRECTOR OF THE COMPANY.
FOR FURTHER INFORMATION CONCERNING THE CANDIDATES OTHER THAN MR. DWYER WHO
HAVE BEEN NOMINATED AS DIRECTORS, THE PROPOSED AMENDMENTS TO THE COMPANY'S
BYE-LAWS, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ
THE PROXY STATEMENT.
By Order of the Board of Directors,
Victor H. Blake, O.B.E.
Chairman, Chief Executive Officer
and President
February 5, 1998
PLEASE VOTE, DATE AND SIGN THE ENCLOSED AMENDED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
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PROXY
AMENDED PROXY RELATING TO SUPPLEMENTAL INFORMATION DATED FEBRUARY 1998
LASALLE RE HOLDINGS LIMITED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Andrew Cook and T.W. Tucker
Hall, or either of them, proxies with full power of substitution and each of
them is hereby authorized to represent the undersigned and to vote all shares of
the Company held by the undersigned at the Annual General Meeting of
shareholders to be held at the Elbow Beach Hotel, Paget, Bermuda on February 26,
1998 at 9:00 a.m. local time, or at any adjournment or postponement thereof, on
the matters set forth below in accordance with any directions given by the
undersigned and, in their discretion, on all other matters that may properly
come before the Annual General Meeting.
(1) TO ELECT DIRECTORS:
Tim I. Madden (to hold office until 2000)
Clement S. Dwyer, Jr. (to hold office until 2001)
Donald P. Koziol, Jr. (to hold office until 2001)
Peter J. Rackley (to hold office until 2001)
(2) TO APPOINT KPMG Peat Marwick as the Company's independent auditors for
1998, and authorize the Board of Directors to set the fees for the
independent auditors.
(3) TO APPROVE amendments to the Company's Bye-laws as set forth in the
Company's Proxy Statement.
You are encouraged to specify your choices by marking the appropriate boxes (SEE
REVERSE SIDE), but you need not mark any box if you wish to vote in accordance
with the Board of Directors' recommendations. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
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[X] Please mark your votes as in this example. 6820
This proxy, when properly executed, will be voted in the manner directed
herein by the shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2 and 3.
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The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
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1. Election of Directors. (see reverse)
FOR WITHHELD
[_] [_]
For, except vote withheld from the following nominee(s):
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2. TO APPOINT KPMG Peat Marwick as the Company's independent auditors for
1998, and authorize the Board of Directors to set the fees for the
independent auditors.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. To APPROVE amendments to the Company's Bye-laws as set forth in the Proxy
Statement.
FOR AGAINST ABSTAIN
[_] [_] [_]
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Please sign below exactly as name(s) appears
hereon. Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such.
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SIGNATURE(S) DATE
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SIGNATURE(S) DATE
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