<PAGE>
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
--------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-12823
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LaSalle Re Holdings Limited
(Exact name of registrant as specified in its charter)
Bermuda Not applicable
------------------------------- --------------------------
(State or other jurisdiction (IRS Employer
of incorporation or Identification Number)
organization)
Continental Building, 25 Church Street, Hamilton HM12, Bermuda
--------------------------------------------------------------
(Address of principal executive offices)
441-292-3339
------------
(Registrant's Telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [_]No
The number of the Registrant's Common Shares (par value $1.00 per share)
outstanding as of July 6, 2000, was 15,624,699
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LaSalle Re Holdings Limited
INDEX TO FORM 10-Q
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
ITEM 1. Unaudited Consolidated Financial Statements.
Consolidated Balance Sheets
March 31, 2000 and September 30, 1999............................ 3
Consolidated Statements of Operations and Comprehensive Income
Three Months and Six Months ended March 31, 2000 and 1999........ 4
Consolidated Statements of Changes in Shareholders' Equity
Three Months and Six Months ended March 31, 2000 and 1999........ 5
Consolidated Statements of Cash Flows
Six Months ended March 31, 2000 and 1999......................... 6
Notes to Unaudited Consolidated Financial Statements............. 7
ITEM 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition.................... 11
PART II - FINANCIAL INFORMATION
Signatures................................................................ 23
</TABLE>
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<PAGE>
LaSalle Re Holdings Limited
Consolidated Balance Sheets
(Expressed in thousands of United States Dollars, except share and per share
data)
Unaudited
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<TABLE>
<CAPTION>
March 31, 2000 September 30, 1999
<S> <C> <C>
Assets
Fixed maturity investments held as available for sale at fair value $ 425,223 $ 363,825
(amortized cost $433,828 : $369,179)
Short term investments at fair value 135,373 177,228
--------- ---------
Total investments 560,596 541,053
Cash and cash equivalents 16,063 15,923
Accrued investment income 11,772 10,075
Reinsurance balances receivable 107,234 93,163
Deferred acquisition costs 13,621 11,911
Prepaid reinsurance premiums 20,571 17,310
Outstanding losses recoverable from reinsurers 13,789 9,100
Other assets 33,555 37,572
--------- ---------
Total assets $ 777,201 $ 736,107
========= =========
Liabilities
Reserve for losses and loss expenses $ 212,534 $ 146,552
Unearned premium reserve 80,600 77,049
Other liabilities 54,292 37,254
--------- ---------
Total liabilities 347,426 260,855
--------- ---------
Minority interest 82,441 93,055
--------- ---------
Shareholders' equity
Share capital authorized in the aggregate 100,000,000
shares, par value $1
Preferred shares
(issued and outstanding, 3,000,000 Series A
preferred shares par value $1,
liquidation preference $25 per share) 3,000 3,000
Common shares
(issued and outstanding, 15,610,348 :15,600,262 par value $1) 15,610 15,600
Additional paid in capital 293,112 293,709
Accumulated other comprehensive income (6,608) (4,113)
Retained earnings 42,597 74,517
Deferred compensation (377) (516)
--------- ---------
Total shareholders' equity 347,334 382,197
--------- ---------
Total liabilities, minority interest and
shareholders' equity $ 777,201 $ 736,107
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
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3
<PAGE>
LaSalle Re Holdings Limited
Consolidated Statements of Operations and Comprehensive Income
(Expressed in thousands of United States Dollars, except share and per share
data)
Unaudited
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<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, 2000 March 31, 1999 March 31, 2000 March 31, 1999
<S> <C> <C> <C> <C>
Revenues
Gross premiums written $ 65,166 $ 88,631 $ 75,473 $ 100,442
Premiums ceded (16,683) (16,465) (17,580) (17,448)
-------------- -------------- -------------- --------------
Net premiums written 48,483 72,166 57,893 82,994
Change in unearned premiums (21,271) (34,111) (290) (9,809)
-------------- -------------- -------------- --------------
Net premiums earned 27,212 38,055 57,603 73,185
Net investment income 8,936 8,824 17,524 16,778
Net realized (losses) gains on investments (2,224) (602) (2,224) 1,590
-------------- -------------- -------------- --------------
Total revenues 33,924 46,277 72,903 91,553
-------------- -------------- -------------- --------------
Expenses
Net losses and loss expenses incurred 43,546 50,204 90,188 80,790
Underwriting expenses 5,089 6,305 11,901 11,969
Operational expenses 3,187 2,407 6,786 4,843
Corporate expenses 452 236 1,835 307
Interest expense 305 439 651 904
Exchange (gain) loss (170) 413 (142) (392)
-------------- -------------- -------------- --------------
Total expenses 52,409 60,004 111,219 98,421
-------------- -------------- -------------- --------------
Loss before minority interest (18,485) (13,727) (38,316) (6,868)
Minority interest (4,676) (3,401) (9,666) (2,246)
-------------- -------------- -------------- --------------
Net loss (13,809) (10,326) (28,650) (4,622)
Other comprehensive income
Unrealized losses on securities (520) (3,483) (3,217) (6,368)
Less: reclassification adjustments for gains
(losses) included in net loss 1,454 (1,314) 722 (4,431)
-------------- -------------- -------------- --------------
Total other comprehensive income (loss) 934 (4,797) (2,495) (10,799)
-------------- -------------- -------------- --------------
Comprehensive loss ($12,875) ($15,123) ($31,145) ($15,421)
============== ============== ============== ==============
Loss per common share - as restated ($0.99) ($0.76) ($2.05) ($0.51)
============== ============== ============== ==============
Loss per common share - assuming dilution -
as restated ($0.99) ($0.76) ($2.05) ($0.51)
============== ============== ============== ==============
</TABLE>
See accompanying notes to unaudited consolidated financial statements
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4
<PAGE>
<TABLE>
<CAPTION>
LaSalle Re Holdings Limited
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in thousands of United States Dollars, except share and per share data)
Unaudited
------------------------------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
March 31, 2000 March 31, 1999 March 31, 2000 March 31, 1999
<S> <C> <C> <C> <C>
Preferred shares par value $1
Balance at beginning and end of period $ 3,000 $ 3,000 $ 3,000 $ 3,000
======== ======== ======== ========
Common shares par value $1
Balance at beginning of period $ 15,604 $ 15,780 $ 15,600 $ 15,179
Exercise of share options 0 0 0 6
Issue of shares 6 3 10 663
Share repurchase 0 0 0 (65)
-------- -------- -------- --------
Balance at end of period $ 15,610 $ 15,783 $ 15,610 $ 15,783
======== ======== ======== ========
Additional paid in capital
Balance at beginning of period $293,305 $297,135 $293,709 $295,578
Issue of shares 101 114 155 232
Share repurchase 0 0 0 309
Change in minority interest 23 0 34 (1,015)
Equity put option premium (317) 0 (786) 2,145
-------- --------- -------- --------
Balance at end of period $293,112 $ 297,249 $293,112 $297,249
======== ========= ======== ========
Accumulated other comprehensive income
Balance at beginning of period $ (7,542) $ 7,836 $ (4,113) $ 13,838
Unrealized profit (loss) in period 934 (4,797) (2,495) (10,932)
Change in minority interest 0 0 0 133
-------- --------- -------- ---------
Balance at end of period $ (6,608) $ 3,039 $ (6,608) $ 3,039
======== ========= ======== =========
Deferred compensation
Balance at beginning of period $ (447) $ 0 $ (516) $ 0
Amortization 70 0 139 0
Change in minority interest 0 0 0 0
------- -------- -------- --------
Balance at end of period $ (377) $ 0 $ (377) $ 0
======= ======== ======== ========
Retained earnings
Balance at beginning of period $58,040 $100,816 $ 74,517 $102,458
Net loss (13,809) (10,326) (28,650) (4,622)
Common share dividends 0 (5,910) 0 (11,825)
Preferred share dividends (1,640) (1,641) (3,281) (3,283)
Exercise of share options 0 0 0 (509)
Share repurchase 0 0 0 (272)
Change in minority interest 6 0 11 992
------- -------- -------- --------
Balance at end of period $ 42,597 $ 82,939 $ 42,597 $ 82,939
======== ======== ========= ========
Total shareholders' equity $347,334 $402,010 $347,334 $402,010
======== ======== ========= ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
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5
<PAGE>
<TABLE>
<CAPTION>
LaSalle Re Holdings Limited
Consolidated Statements of Cash Flows
(Expressed in thousands of United States Dollars)
Unaudited
-------------------------------------------------------------------------------------------------------------------
Six Months Ended
March 31, 2000 March 31, 1999
<S> <C> <C>
Cash flows from operating activities
Net loss ($28,650) ($4,622)
Adjustments to reconcile net income to
cash provided by operating activities:
Minority interest in net income (9,666) (2,246)
Amortization of investment premium (1,186) 280
Net gain on sale of investments 2,224 (1,590)
Unrealized loss (gain) on foreign exchange (748) 387
Changes in:
Accrued investment income (1,697) 2,214
Reinsurance balances receivable (14,324) (30,352)
Deferred acquisition costs (1,709) (2,929)
Prepaid reinsurance premiums (3,261) (12,236)
Outstanding losses recoverable from reinsurers (4,689) 0
Other assets 4,018 (5,965)
Reserve for losses and loss expenses 67,064 22,108
Unearned premium reserve 3,551 22,045
Other liabilities 16,956 20,941
--------- ---------
Cash provided by operating activities 27,883 8,035
--------- ---------
Cash flows from investing activities
Purchase of investments (153,823) (107,545)
Proceeds on the sale of investments 86,898 199,655
Net purchase (sale) of short term investments 43,093 (74,769)
--------- ---------
Cash (applied to) provided by investing activities (23,832) 17,341
--------- ---------
Cash flows from financing activities
Issue of shares 156 637
Dividends paid (3,281) (25,619)
Share repurchases 0 (1,346)
Equity put option premium (786) 0
--------- ---------
Cash applied to financing activities (3,911) (26,328)
--------- ---------
Net increase (decrease) in cash and cash equivalents 140 (952)
Cash and cash equivalents at beginning of period 15,923 12,362
--------- ---------
Cash and cash equivalents at end of period $ 16,063 $ 11,410
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements
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6
<PAGE>
LaSalle Re Holdings Limited
Notes to Unaudited Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share
data)
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1. General
The accompanying unaudited interim consolidated financial statements have been
prepared pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly, certain information and footnotes required by generally accepted
accounting principles for complete financial statements are not included herein.
The interim financial statements should be read in conjunction with the LaSalle
Re Holdings Limited Annual Report on Form 10-K for the fiscal year ended
September 30, 1999.
Interim statements are subject to possible adjustments in connection with the
annual audit of the Company's financial statements for the full year; in the
Company's opinion, all adjustments necessary for a fair presentation of these
interim statements have been included and are of a normal and recurring nature.
Unless the context otherwise requires, references herein to the "Company"
include LaSalle Re Holdings Limited and its subsidiary, LaSalle Re Limited
("LaSalle Re") and its subsidiaries LaSalle Re Corporate Capital Ltd. ("LaSalle
Re Capital") and LaSalle Re (Services) Limited. The consolidated financial
statements include the results of the Company and the Company's share of LaSalle
Re and its subsidiaries for all periods presented.
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7
<PAGE>
LaSalle Re Holdings Limited
Notes to Unaudited Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share
data)
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2. Earnings per Common Share
Subsequent to the issuance of the Company's 1999 consolidated financial
statements, the Company's management determined that for purposes of the
calculation of earnings per common share, the exchangeable non-voting shares of
LaSalle Re are not considered to be outstanding common shares of the Company. As
a result, earnings per common share and earnings per common share - assuming
dilution have been restated from the amounts previously reported. The
exchangeable non-voting shares have been removed from the calculation of
weighted average number of common shares but the dilutive effect has been
included in the adjusted weighted average number of common shares outstanding.
The following earnings per Common Share have been disclosed in accordance with
the requirements of SFAS 128:
<TABLE>
<CAPTION>
Three months ended Six months ended
3/31/00 3/31/99 3/31/00 3/31/99
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net (loss)................................................. $ (13,809) $ (10,326) $ (28,650) $ (4,622)
Less: Series A preferred share dividends................... (1,640) (1,641) (3,281) (3,282)
----------- ----------- ----------- -----------
(Loss) income available to common shareholders............. $ (15,449) $ (11,967) $ (31,931) $ (7,904)
----------- ----------- ----------- -----------
Weighted average number of Common Shares
outstanding:............................................... 15,609,993 15,782,845 15,606,712 15,563,311
(Loss) earnings per Common Share........................... $ (0.99) $ (0.76) $ (2.05) $ (0.51)
=========== =========== =========== ===========
(Loss) income available to common shareholders............. $ (15,449) $ (11,967) $ (31,931) $ (7,904)
Add back: Income attributable to minority interest......... Note 1 Note 1 Note 1 Note 1
----------- ----------- ----------- -----------
(Loss) income available to common shareholders and
holders of exchangeable non-voting shares................. $ (15,449) $ (11,967) $ (31,931) $ (7,904)
----------- ----------- ----------- -----------
Weighted average number of Common Shares
outstanding................................................ 15,609,993 15,782,845 15,606,712 15,563,311
Plus: incremental shares from assumed:
exchange of exchangeable non voting
shares........................................... Note 1 Note 1 Note 1 Note 1
exercise of options.............................. Note 1 Note 1 Note 1 Note 1
exercise of stock appreciation rights............ Note 1 Note 1 Note 1 Note 1
contingently issuable shares..................... Note 1 Note 1 Note 1 Note 1
----------- ----------- ----------- -----------
Adjusted weighted average number of Common
Shares outstanding......................................... 15,609,993 15,782,845 15,606,172 15,563,311
----------- ----------- ----------- -----------
(Loss) earnings per Common Share assuming dilution......... $ (0.99) $ (0.76) $ (2.05) $ (0.51)
=========== =========== =========== ===========
</TABLE>
Note 1: The incremental shares from assumed exchanges of exchangeable non-
voting shares, exercises of options, stock appreciation rights and contingently
issuable shares have not been included in the above computation as they have an
antidilutive effect on losses per Common Share.
As of March 31, 2000, the Company had 1,022,514 options outstanding and had
granted 340,872 stock appreciation rights. As of March 31, 1999, the Company
had 1,086,114 options outstanding and had granted 340,872 stock appreciation
rights.
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8
<PAGE>
LaSalle Re Holdings Limited
Notes to Unaudited Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share
data)
--------------------------------------------------------------------------------
3. Reinsurance
The effect of reinsurance on premiums written and earned is as follows:
Three Months Ended Three Months Ended
March 31, 2000 March 31, 1999
Written Earned Written Earned
Assumed $ 65,166 $ 34,461 $ 88,631 $ 40,602
Ceded (16,683) (7,249) (16,465) (2,547)
---------- ------- ------- -------
Net Premiums $ 48,483 $ 27,212 $ 72,166 $ 38,055
========= ======= ======= =======
Six Months Ended Six Months Ended
March 31, 2000 March 31, 1999
Written Earned Written Earned
Assumed $ 75,473 $ 71,922 $ 100,442 $ 78,398
Ceded (17,580) (14,319) (17,448) (5,213)
---------- --------- --------- -------
Net Premiums $ 57,893 $ 57,603 $ 82,994 $ 73,185
========== ========= ========= =======
4. Segmental Reporting
The Company has two reportable segments: reinsurance operations and Lloyd's. The
reinsurance segment provides reinsurance for property catastrophe and for other
lines of business which have similar characteristics, namely high severity and
low frequency. The Lloyd's segment is written through LaSalle Re Corporate
Capital Ltd., which provides capital support to selected Lloyd's syndicates. The
lines of business written by the selected syndicates include direct and
facultative property insurance, marine insurance and reinsurance, professional
indemnity, directors and officers insurance and bankers blanket bond business.
Data for the three months and six months ended March 31, 2000 and 1999 is as
follows:
Three Months Ended
March 31, 2000
Reinsurance Lloyd's Total
Gross premiums written $ 58,393 $ 6,773 $ 65,166
Total revenues 29,842 4,082 33,924
Loss before minority interest (13,889) (4,596) (18,485)
Assets 709,095 68,106 777,201
Loss and loss expense ratio 155.9% 185.3% 160.0%
Expense ratio 28.7% 41.1% 30.4%
Combined ratio 184.6% 226.4% 190.4%
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9
<PAGE>
LaSalle Re Holdings Limited
Notes to Unaudited Consolidated Financial Statements
(Expressed in thousands of United States Dollars, except share and per share
data)
--------------------------------------------------------------------------------
Three Months Ended
March 31, 1999
Reinsurance Lloyd's Total
Gross premiums written $ 82,642 $ 5,989 $ 88,631
Total revenues 42,574 3,703 46,277
Loss before minority interest (10,861) (2,866) (13,727)
Assets 725,124 49,695 774,819
Loss and loss expense ratio 130.4% 146.8% 131.9%
Expense ratio 20.9% 42.8% 22.9%
Combined ratio 151.3% 189.6% 154.8%
Six Months Ended
March 31, 2000
Reinsurance Lloyd's Total
Gross premiums written $ 65,419 $10,054 $ 75,473
Total revenues 65,696 7,207 72,903
Loss before minority interest (32,455) (5,861) (38,316)
Assets 709,095 68,106 777,201
Loss and loss expense ratio 158.2% 144.5% 156.6%
Expense ratio 30.6% 45.9% 32.4%
Combined ratio 188.8% 190.4% 189.0%
Six Months Ended
March 31, 1999
Reinsurance Lloyd's Total
Gross premiums written $ 90,937 $ 9,505 $100,442
Total revenues 84,961 6,592 91,553
Loss before minority interest (4,304) (2,564) (6,868)
Assets 725,124 49,695 774,819
Loss and loss expense ratio 111.1% 103.2% 110.4%
Expense ratio 21.1% 43.3% 23.0%
Combined ratio 132.2% 146.5% 133.4%
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10
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
The following is a discussion and analysis of the Company's results of
operations for the three months and six months ended March 31, 2000 and 1999 and
financial condition as of March 31, 2000 and September 30, 1999. This discussion
and analysis should be read in conjunction with the attached unaudited
consolidated financial statements and notes thereto of the Company and the
audited consolidated financial statements and notes thereto contained in the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1999.
General
The Company primarily writes property catastrophe reinsurance on a worldwide
basis through its subsidiary, LaSalle Re. Property catastrophe reinsurance
contracts cover unpredictable events such as hurricanes, windstorms, hailstorms,
earthquakes, fires, industrial explosions, freezes, riots, floods and other man-
made or natural disasters. Therefore, there can be significant volatility in the
Company's results from fiscal quarter to quarter and fiscal year to year.
Through LaSalle Re Capital, the Company also provides capital support to
selected Lloyd's syndicates which individually write the following lines of
business: direct and facultative property insurance; marine reinsurance; and
professional indemnity, directors and officers insurance and bankers blanket
bond business. Due to the nature of the business written by the Company, the
financial data included herein is not necessarily indicative of the results of
operations or financial condition of the Company in the future.
On December 19, 1999, the Company announced that it had entered into a
definitive agreement to combine with Trenwick Group Inc., with shareholders of
each company to receive shares in a new Bermuda holding company to be named
Trenwick Group Ltd. This transaction is expected to be completed late in the
second quarter or early in the third quarter of calendar 2000.
Results of Operations - for the three months ended March 31, 2000 and 1999
Gross premiums written for the quarter ended March 31, 2000 were $65.2 million
compared to $88.6 million for the quarter ended March 31, 1999, a decrease of
$23.4 million or 26.4%.
The Company's property catastrophe book experienced a reduction in gross
premiums written of $20.2 million for the quarter ended March 31, 2000 compared
to the quarter ended March 31, 1999. Of this reduction, approximately $15.0
million related to reduced premium writings on international pro rata treaties.
This reduction is consistent with the Company's plan of placing an emphasis on
accessing clients directly rather than through pro rata catastrophe contracts,
which have a less efficient cost structure. In addition, the Company experienced
a reduction in its international direct business of approximately $6.0 million.
This related to renewal business which incepted in the first calendar quarter of
1999 and was renewed primarily on a fifteen month basis to avoid Year 2000
issues. Most of this premium will now be up for renewal in the second calendar
quarter of 2000.
For the quarter ended March 31, 2000, gross premiums written in lines of
business other than property catastrophe totaled $9.9 million compared to $11.6
million for the quarter
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11
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
ended March 31, 1999. The decrease is principally reflective of reduced marine
exposures with a significant pro rata marine treaty written in 1999 not
available for renewal in 2000.
Gross premiums written by LaSalle Re Capital were comparable at $6.8 million for
the quarter ended March 31, 2000 and $6.0 million for the quarter ended March
31, 1999.
During the quarter ended March 31, 2000, the Company experienced negative
premium adjustments of $1.1 million compared to positive premium adjustments of
$3.6 million for the quarter ended March 31, 1999. These adjustments are
primarily due to the revision of premium estimates on pro rata property
catastrophe contracts following the receipt of updated information from cedents.
In addition, the Company recorded an increase in the level of reinstatement
premiums of $1.6 million due to increased loss activity.
Premiums ceded for the quarter ended March 31, 2000 were consistent with the
level for the quarter ended March 31, 1999 at $16.7 million compared to $16.5
million, respectively.
Net premiums written for the quarter ended March 31, 2000 were $48.5 million
compared to $72.2 million for the quarter ended March 31, 1999.
Net premiums earned for the quarter ended March 31, 2000 were $27.2 million
compared to $38.1 million for the same quarter in 1999. The decrease of $10.9
million or 28.6% was principally caused by two factors: a reduction in gross
premiums written from calendar year 1999 to calendar year 2000 and an increase
in the level of ceded premiums amortized. For the quarter ended March 31, 2000,
ceded premiums amortized were $7.2 million compared to $2.5 million for the
quarter ended March 31, 1999.
Net investment income remained consistent at $8.9 million for the quarter ended
March 31, 2000 compared with $8.8 million for the quarter ended March 31, 1999.
Annualized investment income as a percentage of the average market value of
invested assets was 6.3% for the quarter ended March 31, 2000 compared to 5.8%
for the quarter ended March 31, 1999.
Net realized losses on investments were $2.2 million during the quarter ended
March 31, 2000 compared with net realized losses of $0.6 million during the
quarter ended March 31, 1999. The losses in the quarter ended March 31, 2000
related primarily to the sale of longer maturity government agency bonds, a
policy designed to protect the total returns on the portfolio.
The following table sets forth the Company's combined ratios for the quarters
March 31, 2000 and 1999:
March 31, 2000 March 31, 1999
-------------------------------------------------
Loss and loss expense ratio 160.0% 131.9%
Expense ratio 30.4% 22.9%
Combined ratio 190.4% 154.8%
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12
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
Losses and loss expenses incurred represent losses paid and reserves established
in respect of specific losses and loss expenses reported by cedents and expected
loss development and additions to incurred-but-not-reported loss reserves.
The Company incurred net losses and loss expenses of $43.5 million during the
quarter ended March 31, 2000 compared with $50.2 million during the quarter
ended March 31, 1999. The Company reserved $15.0 million for losses relating to
events that occurred during the quarter, these included the Arkansas storms in
January 2000. Other significant movements in incurred net losses include an
increase of $17.5 million relating to Storm Martin that hit France in late 1999.
This follows an increase in the market estimate of the loss. The Company has
estimated the size of the market loss at $3.6 billion, an increase of 200% from
early 2000. This magnitude of loss assumes full limit losses on all French
specific contracts and a conservative reserve for non-specific contracts. Also,
following notification from a syndicate supported by LaSalle Re Capital, during
the quarter ended March 31, 2000; the Company has recorded $7.4 million for loss
reserves. These losses relate to a particular program that was underwritten by
the syndicate in 1997 through to 1999. The loss reserves recorded by the Company
represent the potential full liability for losses from this program. In
addition, the Company has strengthened it's loss reserves for the Danish storm
which occurred in early December 1999, by $5.5 million following evidence of an
increase in the market loss.
During the quarter ended March 31, 1999, the Company incurred losses on the
tornadoes that hit the mid-western states of the United States in January 1999.
In addition to these claims and the establishment of reserves for other events
that occurred during the quarter but had not been reported, the Company
strengthened prior year reserves. During the quarter ended March 31, 1999, the
Company recorded approximately $14 million of additional case reserves for large
losses reported during the quarter and an additional $20 million of incurred-
but-not-reported loss reserves, following a review of the assumptions used in
setting incurred-but-not-reported loss reserves.
The expense ratio includes underwriting expenses and operational expenses.
Underwriting expenses include brokerage, commissions, excise taxes and other
costs related to underwriting reinsurance contracts.
Underwriting expenses as a percentage of net earned premiums were 18.7% for the
quarter ended March 31, 2000 compared to 16.6% for the quarter ended March 31,
1999. The increase in the ratio of 2.1% was due to the increased amount of
amortized ceded reinsurance that reduced net premiums earned. For the quarter
ended March 31, 2000 underwriting expenses as a percentage of gross premiums
earned were 14.8% compared to 15.5% for the quarter ended March 31, 1999.
Operational expenses were $3.2 million for the quarter ended March 31, 2000
compared to $2.4 million for the quarter ended March 31, 1999. As a percentage
of net premiums earned, operational expenses were 11.7% during the quarter ended
March 31, 2000 compared to 6.3% for the quarter ended March 31, 1999. The
increase in operational expenses of $0.8 million was principally due to an
increase in the level of executive compensation booked in connection with an
outstanding grant of stock appreciation rights. During the quarter ended March
31, 2000, the Company had a credit of $0.2
--------------------------------------------------------------------------------
13
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
million in respect of stock appreciation rights compared to a credit of $0.6
million during the quarter ended March 31, 1999.
Corporate expenses were $0.5 million for the quarter ended March 31, 2000. These
expenses related primarily to the business combination agreement with Trenwick
Group Inc. For the quarter ended March 31, 1999 corporate expenses were $0.2
million and related to the preparation and filing of a registration statement
for an offering of preferred shares which was subsequently withdrawn prior to
becoming effective.
Interest expense remained consistent at $0.3 million for the quarter ended March
31, 2000 compared with $0.4 million in the quarter ended March 31, 1999.
Interest expense included financing charges associated with the deposit portion
of LaSalle Re's ceded reinsurance contract and other interest expenses related
to the ongoing commitment fees payable on the Company's credit facility. As at
March 31, 2000, there were no borrowings under this facility.
The Company's loss per share, both basic and diluted, was $0.99 for the quarter
ended March 31, 2000 compared to a loss per share of $0.76 for the quarter ended
March 31, 1999.
Results of Operations - for the six months ended March 31, 2000 and 1999
Gross premiums written for the six months ended March 31, 2000 were $75.5
million compared to $100.4 million for the six months ended March 31, 1999, a
decrease of $24.9 million or 24.8%.
The Company's property catastrophe book experienced a reduction in gross
premiums written of $19.9 million for the six months ended March 31, 2000
compared to the six months ended March 31, 1999. Of this reduction approximately
$15.0 million related to reduced premium writings on international pro rata
treaties. This reduction is consistent with the Company's plan of placing an
emphasis on accessing clients directly rather than through pro rata catastrophe
contracts, which have a less efficient cost structure. In addition, the Company
experienced a reduction in its international direct business of approximately
$6.0 million. This related to renewal business which incepted in the first
calendar quarter of 1999 and was renewed primarily on a fifteen month basis to
avoid Year 2000 issues. Most of this premium will now be up for renewal in the
second calendar quarter of 2000.
For the six months ended March 31, 2000, gross premiums written in lines of
business, other than property catastrophe, totaled $8.9 million compared to
$16.9 million for the six months ended March 31, 1999. The decrease is
principally a function of contracts not available for renewal, due to
cancellation or writings on a multi-year basis.
Gross premiums written by LaSalle Re Capital were comparable at $10.1 million
for the six months ended March 31, 2000 and $9.5 million for the six months
ended March 31, 1999.
--------------------------------------------------------------------------------
14
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
During the six months ended March 31, 2000, the Company experienced premium
adjustments of $1.9 million compared to $5.3 million for the six months ended
March 31, 1999. These adjustments are primarily due to the revision of premium
estimates on pro rata property catastrophe contracts following the receipt of
updated information from cedents. In addition, the Company recorded an increase
in the level of reinstatement premiums of $4.4 million due to increased loss
activity.
Premiums ceded for the six months ended March 31, 2000 were consistent with the
level in the six months ended March 31, 1999 at $17.6 million and $17.4 million
respectively.
As a result of the above, net premiums written for the six months ended March
31, 2000 were $57.9 million compared to $83.0 million for the six months ended
March 31, 1999.
Net premiums earned for the six months ended March 31, 2000 were $57.6 million
compared to $73.2 million for the same period in 1999. The decrease of $15.6
million or 21.3% was principally caused by two factors: a reduction in gross
premiums written from calendar year 1999 to calendar year 2000 and an increase
in the level of ceded premiums amortized. Ceded premiums amortized were $14.3
million for the six months ended March 31, 2000 compared to $5.2 million for the
six months ended March 31, 1999.
Net investment income increased 4.2% to $17.5 million for the six months ended
March 31, 2000 from $16.8 million for the six months ended March 31, 1999.
Annualized investment income as a percentage of the average market value of
invested assets was 6.0% for the six months ended March 31, 2000 compared to
5.5% for the six months ended March 31, 1999.
Net realized losses on investments were $2.2 million during the six months ended
March 31, 2000, compared to net realized gains of $1.6 million for the six
months ended March 31, 1999. Both the losses and gains, in the six months ended
March 31, 2000 and March 31, 1999, were made pursuant to a policy designed to
protect the total returns on the portfolio.
The following table sets forth the Company's combined ratios for the six months
ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
March 31, 2000 March 31, 1999
--------------------------------------------
<S> <C> <C>
Loss and loss expense ratio 156.6% 110.4%
Expense ratio 32.4% 23.0%
Combined ratio 189.0% 133.4%
</TABLE>
Losses and loss expenses incurred represent losses paid and reserves established
in respect of specific losses and loss expenses reported by cedents and expected
loss development and additions to incurred-but-not-reported loss reserves.
The Company incurred net losses and loss expenses of $90.2 million during the
six months ended March 31, 2000 compared with $80.8 million during the six
months ended March 31, 1999. Of the losses incurred for the six months ended
March 31, 2000, a significant portion related to two storms which struck
northwest Europe, including France
--------------------------------------------------------------------------------
15
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
and Germany, on December 26 and 27, 1999. The Company has booked expected net
losses of $23.6 million for Storm Lothar and $23.1 million for Storm Martin.
This is based on the Company's estimate of the market loss for the two storms at
$9.0 billion. This magnitude of loss assumes full limit losses on all French
specific contracts and a conservative reserve for non-specific contracts. In
addition, the Company established $12.5 million of loss reserves for a
significant storm that hit Denmark on December 3, 1999. Following notification
from a syndicate supported by LaSalle Re Capital, the Company has recorded $7.4
million for loss reserves. These losses relate to a particular program that was
underwritten by the syndicate in 1997 through to 1999. The loss reserves
recorded by the Company represent the potential full liability for losses from
this program. The remaining $23.6 million principally related to smaller losses
and the establishment of reserves for other events that occurred during the six
months but which have not yet been reported.
During the six months ended March 31, 1999, the Company provided additional
reserves on tornadoes that hit the mid-western states of the United States in
January 1999 and also reserved for other events that occurred during the six
months but had not yet been reported. These losses and loss reserves amounted
to approximately $30.8 million. In addition to these claims, the Company
strengthened prior year reserves. Additional loss reserves were established for
Hurricane Georges which occurred in September 1998. Also, approximately $14
million of additional case reserves for large losses and an additional $20
million of incurred-but-not-reported loss reserves, following a review of the
assumptions used in setting incurred-but-not-reported loss reserves, were
recorded.
The expense ratio includes underwriting expenses and operational expenses.
Underwriting expenses include brokerage, commissions, excise taxes and other
costs related to underwriting reinsurance contracts.
Underwriting expenses as a percentage of net earned premiums were 20.6% for the
six months ended March 31, 2000 compared to 16.4% for the six months ended March
31, 1999. The increase in the ratio of 4.2% was principally due to the increased
amount of amortized ceded reinsurance that reduced net premiums earned. For the
six months ended March 31, 2000 underwriting expenses as a percentage of gross
premiums earned were 16.6% compared to 15.3% for the quarter ended March 31,
1999. This increase was principally due to an increase in the provision accrued
for profit commission with respect to one specific contract.
Operational expenses were $6.8 million for the six months ended March 31, 2000,
compared to $4.8 million for the six months ended March 31, 1999. As a
percentage of net premiums earned, operational expenses were 11.8% during the
six months ended March 31, 2000 and 6.6% for the six months ended March 31,
1999. The increase in operational expenses of $2.0 million was principally due
to an increase in the level of executive compensation booked in connection with
an outstanding grant of stock appreciation rights. During the six months ended
March 31, 1999, the Company recorded a credit of $1.5 million in respect of
these stock appreciation rights, compared with insignificant movement in the six
months ended March 31, 2000.
--------------------------------------------------------------------------------
16
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
Corporate expenses were $1.8 million for the six months ended March 31, 2000 and
related primarily to the business combination agreement with Trenwick Group Inc.
For the six months ended March 31, 1999, corporate expenses were $0.3 million
and related to the preparation and filing of a registration statement for an
offering of preferred shares which was subsequently withdrawn prior to becoming
effective.
Interest expense was $0.7 million during the six months ended March 31, 2000
compared with $0.9 million during the six months ended March 31, 1999. Interest
expense included financing charges associated with the deposit portion of
LaSalle Re's ceded reinsurance contract and other interest expenses related to
the ongoing commitment fees payable on the Company's credit facility. As at
March 31, 1999, there were no borrowings under this facility.
The Company's loss per share, both basic and diluted, was $2.05 for the six
months ended March 31, 2000 compared to a loss of $0.51 for the six months ended
March 31, 1999.
Liquidity and Capital Resources
As a holding company, the Company's assets consist primarily of all of the
outstanding voting stock of LaSalle Re. The Company's cash flows depend
primarily on dividends and other permitted payments from LaSalle Re and its
subsidiaries.
LaSalle Re's sources of funds consist of net premiums written, investment income
and proceeds from sales and redemptions of investments. Cash is used primarily
to pay losses and loss expenses, brokerage, commissions, excise taxes,
administrative expenses and dividends. Under the Insurance Act, 1978,
amendments thereto and related regulations of Bermuda (the "Insurance Act"),
LaSalle Re is prohibited from paying dividends of more than 25% of its opening
statutory capital and surplus unless it files an affidavit stating that it will
continue to meet the required solvency margin and minimum liquidity ratio
requirements and from declaring or paying any dividends without the approval of
the Bermuda Minister of Finance if it failed to meet its required margins in the
previous fiscal year. The Insurance Act also requires LaSalle Re to maintain a
minimum solvency margin and minimum liquidity ratio and prohibits dividends,
which would result in a breach of these requirements. In addition, LaSalle Re
is prohibited under the Insurance Act from reducing its total opening statutory
capital by more than 15% without the approval of the Minister of Finance.
LaSalle Re currently meets these requirements. The payment of dividends by
LaSalle Re is also subject to the rights of holders of the Exchangeable Non-
Voting Shares to receive a pro rata share of any dividend and to LaSalle Re's
need to maintain shareholders' equity adequate to support the level of its
insurance operations.
Operating activities provided net cash of $27.9 million for the six months ended
March 31, 2000 and $8.0 million for the six months ended March 31, 1999. Cash
flows from operations in future years may differ substantially from net income.
Cash flows are affected by loss payments, which, due to the nature of the
reinsurance coverage provided by LaSalle Re, are generally expected to comprise
large loss payments on a
--------------------------------------------------------------------------------
17
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
limited number of claims and can therefore fluctuate significantly from year to
year. The irregular timing of these large loss payments can create significant
variations in operating cash flows between periods. LaSalle Re funds such
payments from cash flows from operations and sales of investments.
As a result of the potential for large loss payments, LaSalle Re maintains a
substantial portion of its assets in cash and investments. As of March 31,
2000, 74.2% of its total assets were held in cash and investments. To further
mitigate the uncertainty surrounding the amount and timing of potential
liabilities and to minimize interest rate risk, LaSalle Re maintains a short
average duration for its investment portfolio. The modified average duration of
the portfolio was 2.8 years at March 31, 2000. At March 31, 2000, the fair
value of the Company's total investment portfolio, including cash, was $576.7
million.
At March 31, 2000, 76.8% of the securities held in the Company's investment
portfolio were fixed-income securities rated "AA" or better and 95.9% were
fixed-income securities rated "A" or better by S&P or Moody's. No single
investment comprised more than 5% of the overall portfolio. As at March 31,
2000, issuers from the Far East and Asia represented 1.5% of the investment
portfolio. These securities had a market value of $8.4 million and an aggregate
unrealized loss of $0.1 million. All of these securities had a credit rating of
AAA as assigned by S&P or Moody's, as at March 31, 2000.
The Company has adopted the Statement of Financial Accounting Standard No. 115
("SFAS 115") to account for its marketable securities with all of the Company's
investments classified as "available for sale". Under this classification,
investments are recorded at fair market value and any unrealized gains or losses
are reported as "Accumulated other comprehensive income", a separate component
of shareholders' equity. In accordance with SFAS No. 130 "Reporting of
Comprehensive Income", the movement in unrealized gains or losses on these
investments are disclosed as part of other comprehensive income. The unrealized
loss on the investment portfolio, net of amounts attributable to minority
interest, was $6.6 million at March 31, 2000 compared to a loss of $4.1 million
at September 30, 1999.
Reinsurance balances receivable were $107.2 million at March 31, 2000 compared
to $93.2 million at September 30, 1999. Included within reinsurance balances
receivable at March 31, 2000 was $54.1 million that related to the business
written by LaSalle Re Capital, compared to $46.0 million as at September 30,
1999. Given the three-year accounting methodology utilized by Lloyd's, these
receivable balances will only start to be received by the Company during the
later part of 2000.
Prepaid reinsurance premiums increased from $17.3 million as at September 30,
1999 to $20.6 million as at March 31, 2000, following continued reinsurance
purchases. At March 31, 2000, the Company had $13.8 million of losses
recoverable from reinsurers compared to $9.1 million at September 30, 1999.
Other assets decreased from $37.6 million as at September 30, 1999 to $33.6
million as at March 31, 2000. This was primarily caused by a reduction in the
value of the asset carried in respect of the multi year reinsurance contract due
to the part receipt of no claims bonuses and reduced coverage for the 2000 year.
--------------------------------------------------------------------------------
18
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
At March 31, 2000, reserves for unpaid losses and loss expenses were $212.5
million compared to $146.6 million at September 30, 1999. During the six months
ended March 31, 2000, the Company established significant reserves for the
storms that hit northwest Europe. At March 31, 2000 the Company had recorded
loss reserves of $28.6 million in respect of the business underwritten by
LaSalle Re Capital compared with $18.7 million at September 30, 1999. Given the
three-year accounting methodology, these loss reserves will only start to be
paid by the Company during the later part of 2000.
Other liabilities increased from $37.3 million as at September 30, 1999 to $54.3
million as at March 31, 2000. The increase of $17.0 million was primarily due to
liabilities established for the multi-year excess of loss reinsurance program
and other reinsurance protections.
On March 1, 2000, the Company paid a dividend of $.5469 per share to holders of
record of Series A preferred shares on January 28, 2000. As of March 31, 2000
dividends due but not yet paid on the Series A preferred shares amounted to $0.5
million.
In accordance with the terms of certain reinsurance contracts, the Company
posted letters of credit in the aggregate amount of $21.5 million as of March
31, 2000 compared to $21.3 million as of September 30, 1999 to support
outstanding loss reserves. In connection with LaSalle Re Capital's support of
three Lloyd's syndicates, with effect from January 1, 1997 the Company posted
letters of credit in the aggregate amount of $15.6 million (equivalent to
(Pounds)9.8 million). In addition, in connection with a swap agreement, the
Company has posted a letter of credit of $3.0 million. All letters of credit
are secured by a lien on the Company's investment portfolio equal to 115% of the
amount of the outstanding letters of credit.
The Company has in place a $100 million committed line of credit from a
syndicate of banks. The proceeds from the credit facility may only be used to
buy preferred shares of LaSalle Re that, in turn, may use the proceeds of such
purchase to meet current cash requirements. The facility matures December 1,
2000, and is secured by a pledge ("legal mortgage") of all the capital stock of
LaSalle Re held by the Company, including any preferred shares that may be
issued by LaSalle Re to the Company. The line of credit contains various
covenants, including limitations on incurring additional indebtedness;
restrictions on the sale or lease of assets not in the ordinary course of
business; maintenance of a ratio of consolidated total debt to consolidated
tangible net worth of no more than 0.40 to 1.00; maintenance of tangible net
worth at the end of each fiscal year of the greater of $300 million or 70% of
net premiums written; maintenance of statutory capital of LaSalle Re of at least
$400 million; and maintenance of a ratio of net premiums written to statutory
capital at the end of any fiscal quarter for the four fiscal quarters then ended
of no more than 1.00 to 1.00 in each case. The Company may pay dividends and
make other restricted payments so long as, after giving effect to such
restricted payments, no event of default has occurred. Dividends and restricted
payments are limited to 50% of consolidated net income for its immediately
preceding fiscal year less amounts paid on the Series A preferred shares. In
order for the Company to pay dividends in excess of 50% of consolidated net
income, the Company
--------------------------------------------------------------------------------
19
<PAGE>
LaSalle Re Holdings Limited
Management's Discussion and Analysis of Operations
and Financial Condition
--------------------------------------------------------------------------------
would have to renegotiate certain terms of its credit facility. As of March 31,
2000, there were no outstanding borrowings under the credit facility.
The Company's financial condition and results of operations are influenced by
both internal and external forces. Loss payments, investment returns and
premiums may be impacted by changing rates of inflation and other economic
conditions. Cash flows from operations and the liquidity of its investment
portfolio are, in the Company's opinion, adequate to meet the Company's expected
cash requirements over the next 12 months.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities". This statement
is effective for all fiscal quarters of fiscal years beginning after June 15,
2000. Given the limited number of transactions currently entered into by the
Company that are covered by the Statement, the Company does not anticipate any
significant changes to its current financial reporting.
Quantitative and Qualitative Disclosure about Market Risk
The Company made disclosure relating to its market risks in the Form 10-K for
the year ended September 30, 1999. The Company believes there have been no
material changes with respect to its market risks during the six months ended
March 31, 2000.
Cautionary Statement Regarding Forward-Looking Statements
This report includes forward-looking statements. Forward-looking statements are
statements other than historical information or statements of current condition.
These forward-looking statements are based on the Company's current plans and
objectives for future operations, including the Company's dividend policy. Some
forward-looking statements may be identified by the use of words or phrases such
as "believes," "anticipates," "intends," "may," "estimates," "expects" and
similar expressions. Forward-looking statements are subject to risks and
uncertainties and actual results may vary materially from those included within
the forward-looking statements. Many factors could cause actual results to
differ materially from those in the forward-looking statements, including the
following: catastrophic events of unanticipated frequency or severity; changes
in the demand for or supply of property catastrophe reinsurance; actions of
competitors; decisions or actions of rating agencies; changes in insurance or
tax laws or regulations or governmental interpretations thereof; fluctuations in
foreign currency exchange rates or the failure of a counterparty to perform
under any of our foreign exchange contracts or swap agreements; and a major
decrease in the cession of business to the Company from CNA or termination of
the existing quota share reinsurance arrangement with CNA. The Company
undertakes no obligation to release publicly the results of any future revisions
it may make to forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
--------------------------------------------------------------------------------
20
<PAGE>
LaSalle Re Holdings Limited
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Annual General Meeting of Shareholders was held on
February 17, 2000.
The following directors were elected:
Term Expiring Votes in favor Votes Withheld
Michael Conway 2002 12,791,056 72,070
Robert Deutsch 2003 12,793,506 69,620
Victor H. Blake 2003 12,790,089 73,037
Lester Pollack 2003 12,783,319 79,807
Guy D. Hengesbaugh 2003 12,791,376 71,750
The terms of office of the following directors continued after the
date of the Annual General Meeting: Until 2001 - Clement S. Dwyer,
Donald P. Koziol and Peter Rackley. Until 2002 - William J. Adamson
and Paul J. Zepf.
The appointment of Deloitte & Touche as independent public accountants
for the Company for the fiscal year ending September 30, 2000 was
approved. The holders of 12,719,449 shares voted in favor, 0 shares
voted against and 69,070 shares abstained.
ITEM 5. OTHER INFORMATION.
On March 29, 2000, Lester Pollack and Paul J. Zepf resigned from
their positions on the Company's Board of Directors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits - The following exhibits are filed as part of this report on
Form 10-Q:
3.1 Memorandum of Association (Incorporated by reference to Exhibit
3.1 to Registration Statement on Form S-1 (File No. 33-97304)).
--------------------------------------------------------------------------------
21
<PAGE>
3.2 Bye-Laws (Incorporated by reference to Exhibit 3.2 to Form 10-Q
for the quarterly period ended March 31, 1998 (File No. 1-
12823)).
27 Financial Data Schedule (Filed with the Company's initial filing
of its Quarterly Report on Form 10-Q for the quarter ended March
31, 2000).
(b) Reports on Form 8-K -
In a Current Report filed on Form 8-K dated March 20, 2000, the
Company reported as follows:
Item Reported Date of Report
Item 5 - Other Events March 20, 2000
An Amended and Restated Agreement,
Schemes of Arrangement and Plan of
Organization between LaSalle Re Holdings
Limited and Trenwick Group Inc.
--------------------------------------------------------------------------------
22
<PAGE>
LaSalle Re Holdings Limited
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 22, 2000 /s/ Guy D. Hengesbaugh
--------------- ----------------------
Name: Guy D. Hengesbaugh
Title: President & Chief Executive Officer
Date: August 22, 2000 /s/ Clare E. Moran
--------------- ------------------
Name: Clare E. Moran
Title: Interim Chief Financial Officer & Treasurer
--------------------------------------------------------------------------------
23
