CHARTWELL RE HOLDINGS CORP
10-Q, 1996-05-15
ACCIDENT & HEALTH INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    --------

                                    FORM 10-Q
                                    --------

(X) QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE
SECURITIES
    EXCHANGE ACT of 1934 for the quarterly period ended March 31, 1996, or

( ) TRANSITION  REPORT  PURSUANT  TO  SECTION  13 or 15(d) OF THE  SECURITIES
    EXCHANGE ACT OF 1934 for the transition period from ____ to _____.

For the Quarter Ended March 31, 1996    Commission file number 0-28188

                                  -------------

                        Chartwell Re Holdings Corporation
             (Exact name of registrant as specified in its charter)

                                  -------------

           Delaware                                 06-1438493
- -------------------------------                  ------------------
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                               300 Atlantic Street
                           Stamford, Connecticut 06901
               (Address of principal executive offices) (zip code)

                                  -------------

       Registrant's telephone number, including area code (203) 961-7300

     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. Yes X No __

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock as of the latest practicable date.

Common Stock - $1.00 par value                              100
    Description of Class                               Shares Outstanding
                                                       as of May 14, 1996
                                               (All shares are privately held, 
                                                and there is no public market
                                                for the Company's common shares)

<PAGE>



                        Chartwell Re Holdings Corporation


                               Index To Form 10-Q

PART I   FINANCIAL INFORMATION

Item 1 - Financial Statements                                           Page
                                                                        ----
   Condensed  Consolidated  Balance Sheets at March 31, 1996
   and December 31, 1995 .............................................   3

   Condensed Consolidated Statements of Operations for the three
   month periods ended March 31, 1996 and 1995 .......................   4

   Condensed Consolidated Statements of Cash Flows for the three
   month periods ended March 31, 1996 and 1995 .......................   5

   Notes to Condensed Consolidated Financial Statements ..............   6

Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations...............    8

PART II  OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K............................   14

Signatures...........................................................   15

                                       2


<PAGE>



PART I. FINANCIAL INFORMATION
ITEM 1 -Financial Statements


               CHARTWELL RE HOLDINGS CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                             (Dollars in Thousands)


                                                     March 31, 1996 December 31,
                                                      (Unaudited)       1995
                                                      -----------   -----------
ASSETS:
  Investments:
    Fixed maturities:
      Held for investment (market value March 31, 1996,
      $29,862; December 31, 1995, $27,965)...........  $   30,412   $   26,691
      Available for sale (amortized cost March 31,
      1996, $611,200; December 31,1995, $481,175)....     602,770      489,107
    Other investments ...............................      31,111       33,837
  Cash and cash equivalents .........................      54,810      152,507
                                                           ------      -------
          Total investments and cash ................     719,103      702,142
  Premiums in process of collection .................      76,638       73,620
  Reinsurance recoverable ...........................     190,165      195,434
  Prepaid Reinsurance ...............................      19,869       18,212
  Deferred income taxes .............................      44,649       39,517
  Deferred policy acquisition costs .................      17,946       18,809
  Deposits ..........................................      17,894       17,481
  Other assets ......................................      48,542       55,132
                                                           ------       ------
      Total assets...................................  $1,134,806   $1,120,347
                                                       ==========   ==========

LIABILITIES:
  Loss and loss adjustment expenses .................  $  740,089   $  741,467
  Unearned premiums .................................      85,465       90,573
  Other reinsurance balances ........................       4,946        4,689
  Accrued expenses and other liabilities.............      51,406       20,190
  Long term debt ....................................      68,750       95,000
                                                           ------       ------
      Total liabilities .............................     950,656      951,919
                                                          -------      -------
                                                         

COMMON STOCKHOLDER'S EQUITY:
  Common stock, par value $1.00 per share;
  authorized: 1,000 shares; issued and
  outstanding: 100 shares............................                         
  Additional paid-in capital ........................     189,320      169,320
  Net unrealized appreciation
  (depreciation) of investments......................      (4,383)       5,219
  Foreign currency translation adjustment............          40            9
  Accumulated deficit ...............................        (827)      (6,120)
                                                           ------       ------
      Total common stockholder's equity..............     184,150      168,428
                                                          -------      -------
      Total liabilities and stockholder's equity.....  $1,134,806   $1,120,347
                                                       ==========   ==========


           See notes to condensed consolidated financial statements.

                                        3


<PAGE>



               CHARTWELL RE HOLDINGS CORPORATION AND SUBSIDIARIES
            CHARTWELL RE CORPORATION AND SUBSIDIARIES (Predecessor)
                 Condensed Consolidated Statements of Operations
                  (Dollars in Thousands, except share amounts)
                                   (Unaudited)

                                                     Chartwell Re   Chartwell Re
                                                      Holdings      Corporation
                                                      Corporation  (Predecessor)
                                                         Three Month Periods
                                                           Ended March 31,
                                                          1996         1995
                                                        --------     --------
REVENUES:
  Premiums earned....................................    $56,243      $32,786
  Net investment income...............................    10,635        4,821
  Net realized capital gains..........................       921           67
  Service and other revenue...........................     1,472          260
                                                          ------       ------
          Total revenues..............................    69,271       37,934
                                                          ------       ------


LOSSES AND EXPENSES INCURRED:
  Loss and loss adjustment expenses...................    40,942       24,087
  Policy acquisition costs............................    14,176        7,672
  Other expenses......................................     4,369        2,469
  Interest and amortization...........................     2,347        1,775
                                                          ------       ------
          Total losses and expenses incurred..........    61,834       36,003
                                                          ------       ------


Income before income taxes............................     7,437        1,931
Income tax expense....................................     2,144          615
                                                          ------       ------
Net income............................................    $5,293       $1,316
                                                          ======       ======


           See notes to condensed consolidated financial statements.

                                       4

<PAGE>



               CHARTWELL RE HOLDINGS CORPORATION AND SUBSIDIARIES
             CHARTWELL RE CORPORATION AND SUBSIDIARIES (Predecessor)
                 Condensed Consolidated Statements of Cash Flows
                             (Dollars in Thousands)
                                   (Unaudited)


                                                     Chartwell Re   Chartwell Re
                                                      Holdings      Corporation
                                                      Corporation  (Predecessor)
                                                          Three Month Periods
                                                            Ended March 31,
                                                          1996         1995
                                                        --------     --------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net premiums collected..............................   $58,844      $20,903
  Ceded premiums paid.................................   (19,761)      (1,147)
  Net losses & LAE....................................   (42,995)     (13,583)
  Overhead expenses...................................    (4,301)      (3,041)
  Service fee income..................................     1,472          261
  Net income taxes (paid)/recovered...................       (86)       1,407
  Interest received on investments....................     9,342        5,228
  Interest paid.......................................    (3,844)      (3,844)
  Other, net..........................................     1,273       (1,052)
                                                          ------       ------
   Net cash provided (used in) by operating activities       (56)       5,132
                                                          ------       ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from investments sold......................   118,256       16,361
  Proceeds from investments matured or repaid.........     7,163        1,590
  Cost of investments acquired........................  (242,840)     (31,407)
                                                        --------      -------
   Net cash used in investing activities.............   (117,421)     (13,456)
                                                        --------      -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital Contribution from parent....................    20,000
  Other, net..........................................      (250)        (304)
                                                         -------         -----
   Net cash provided by (used in) financing activities    19,750         (304)
                                                         -------         -----

      Effect of exchange rate on cash.................        30           21
                                                          ------         -----

Net decrease in cash and cash equivalents.............   (97,697)      (8,607)
Cash and cash equivalents at beginning of year........   152,507       37,005
                                                         -------       ------
Cash and cash equivalents at end of period............   $54,810      $28,398
                                                         =======      =======

RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
  Net income .........................................    $5,293       $1,316
  Adjustments to reconcile net income to net
  cash provided by operating activities:
  Net realized capital gains..........................      (921)         (67)
  Deferred policy acquisition costs...................       863         (589)
  Deferred income taxes...............................      (242)      (1,491)
  Unpaid loss and loss adjustment expenses............    (1,378)      10,522
  Unearned premiums...................................    (5,108)       1,688
  Other reinsurance balances..........................       275        2,892
  Reinsurance recoverable.............................      (657)       1,597
  Net change in receivables and payables..............     3,951      (10,588)
  Other, net..........................................    (2,132)        (148)
                                                          ------       ------
    Net cash provided by (used in) operating activities     ($56)      $5,132
                                                           ======      ======
           See notes to condensed consolidated financial statements.

                                        5

<PAGE>

CHARTWELL RE HOLDINGS CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 1996
(Unaudited)


NOTE 1 - BASIS OF PRESENTATION

     The  accompanying   unaudited  interim  Condensed   Consolidated  Financial
Statements  of  Chartwell  Re Holdings  Corporation  (the  "Company")  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information,  the  instructions  to  Form  10-Q  and  Article  10  of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
notes  required  by  generally  accepted  accounting   principles  for  complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  accruals)  considered  necessary for fair presentation have
been  included.  Operating  results for any interim  period are not  necessarily
indicative  of results  that may be expected  for the full year.  These  interim
statements  should be read in conjunction with the 1995  consolidated  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K as filed with the Securities and Exchange Commission.


NOTE 2 - PUBLIC STOCK OFFERING

     On March 5, 1996, the Company's parent, Chartwell Re Corporation (Chartwell
Re),  completed a public offering of 2,500,000  shares of common stock at $23.00
per share (the "Offering").  The net proceeds to Chartwell Re were $53.7 million
after  deduction of  underwriting  discount and  expenses.  Of the net proceeds,
$20.0 million was  contributed  to the Company which used such funds to increase
the  statutory  surplus of its wholly  owned  subsidiary  Chartwell  Reinsurance
Company. See also Note 4.

     On April 3, 1996, the underwriters  exercised the over-allotment option for
225,000  shares of common  stock and  Chartwell Re received an  additional  $4.8
million from such exercise.


NOTE 3 - PRO FORMA DATA

     On December 13, 1995,  Piedmont  Management  Company Inc.  (PMC) was merged
with and into  Chartwell Re (the  "Merger"),  with Chartwell Re as the surviving
corporation.  The Merger has been  accounted  for under the  purchase  method of
accounting  effective December 31, 1995. The results of operations for the three
months ended March 31, 1996 include the results of PMC's former subsidiary,  The
Reinsurance Corporation of New York (RECO).


                                        6



<PAGE>

     The following pro forma consolidated  income statement  information for the
Company for the three months ended March 31, 1996  assumes the  redemption  (the
"Redemption") of the Company's 10.25% Senior Notes due 2004 (the "Senior Notes")
occurred on January 1, 1995.  The  information  for the three months ended March
31, 1995 is  presented as though the Merger and the  Redemption  had occurred on
January 1, 1995.


                                            (In thousands , except
                                                 share amounts)
                                            Three Month Period Ended
                                                   March 31,
                                                 1996      1995
                                               -------   -------
                                                        (Predecessor)

Total revenues ...............................   $69,271   $73,617
Net income .......... ........................   $ 5,748   $   450



Since all common shares of the Company are owned by Chartwell Re, net income per
common share is not considered meaningful and therefore not included.


NOTE 4 - SUBSEQUENT EVENT

     Subsequent to March 31, 1996,  the Company  received an additional  capital
contribution  of $28.3  million from the  proceeds of the Offering  (See Note 2)
which it used to  redeem  35% of its  outstanding  Senior  Notes  including  the
redemption  premium.  At March 31, 1996, the principal amount to be redeemed was
included in accrued expenses and other liabilities.



                                        7



<PAGE>



ITEM 2 - Management's Discussion and Analysis

               CHARTWELL RE HOLDINGS CORPORATION AND SUBSIDIARIES
                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations
                                 March 31, 1996
                                   (Unaudited)


Overview

     Chartwell  Re  Holdings  Corporation  (Chartwell  or  the  "Company")  is a
wholly-owned  subsidiary of Chartwell Re Corporation  (Chartwell Re).  Chartwell
was formed in 1995 to act as an  intermediate  holding Company for Chartwell Re.
Chartwell  began  operations  on December 31, 1995,  and as such,  the following
discussion  and analysis  compares the 1996  operations of Chartwell to the 1995
operations of Chartwell Re.

     On December 13, 1995, Chartwell Re acquired The Reinsurance  Corporation of
New York  (RECO) as a result of the  merger of RECO's  former  parent,  Piedmont
Management  Company Inc. (PMC), with and into Chartwell Re (the "Merger"),  with
Chartwell Re as the  surviving  corporation.  Since the Merger was  completed in
December,  the net income for 1995 does not  include  the  operations  of PMC or
RECO.

     The condensed  consolidated  financial  statements  include the accounts of
Chartwell Re Holdings Corporation and its principal  wholly-owned  subsidiaries,
Chartwell  Reinsurance  Company  (Chartwell  Reinsurance),  RECO,  and Chartwell
Advisers Limited (Chartwell Advisers).  Chartwell Reinsurance underwrites treaty
reinsurance  through  reinsurance  intermediaries for both property and casualty
risks.  RECO  underwrites  a book of  select  specialty  property  and  casualty
insurance underwritten through program  administrators.  Chartwell Advisers acts
as  the  exclusive  Lloyd's  adviser  to  a  non-affiliated  company  formed  to
underwrite  at  Lloyd's  of London  (Lloyd's)  through  a group of  wholly-owned
subsidiaries  that are limited  liability  corporate  members of certain  select
Lloyd's syndicates.


Results of Operations - Three Months Ended March 31, 1996 Compared With Three
Months Ended March 31, 1995:

     Revenues:  Total  revenues of $69.3 million for the first quarter 1996 were
$31.4 million,  or 83% more than the first quarter 1995. The accompanying  table
summarizes  gross and net premiums  written,  earned  premiums,  net  investment
income, net realized capital gains, service and other revenue and total revenues
for the quarters indicated:


                                        8

<PAGE>



                                             Quarter Ended March 31,
                                               1996         1995
                                             --------     -------
                                                (in thousands) 

         Gross premiums written               $68,564      $34,560
                                              ======       =======
         Net premiums written                 $49,718      $33,396
                                              =======      =======
         Earned premiums                      $56,243      $32,786
         Net investment income                 10,635        4,821
         Net realized capital gains               921           67
         Service and other revenue              1,472          260
                                              -------      -------
         Total revenues                       $69,271      $37,934
                                              =======      =======


     Gross premiums  written for the first quarter 1996 were $68.6  million,  an
increase  of 98%  compared  to the first  quarter  1995.  The  increase in gross
premiums  written  was  principally  attributable  to  business  acquired in the
Merger.  Such business consisted of: (a) a seasoned book of specialty  insurance
business which is the basis for the Controlled  Source Insurance  business,  the
Company's  newest  client  segment;  (b) a marine  and  aviation  pool  which is
included  with  Chartwell's  other marine and aviation  business in the Regional
Accounts  client  segment;   (c)  certain   reinsurance   contracts   originally
underwritten  by  RECO,  that  are  compatible  with  Chartwell's   underwriting
standards  and which  were  renewed  and  included  primarily  in  Regional  and
Specialty Accounts client segments;  and (d) certain reinsurance  contracts that
were not renewed because they did not meet  Chartwell's  underwriting  standards
and which are classified  below as "RECO Run-off." In addition,  premiums in the
Regional Accounts client segment  increased  because of continuing  increases in
its book of marine and aviation  business.  Specialty  Accounts  gross  premiums
written for the first  quarter of 1996 is only slightly less than the prior year
primarily  due to a lag in  reporting  of premiums on new  contracts.  Chartwell
expects that gross premiums  written in the Specialty  Accounts segment for 1996
will exceed 1995 levels later in the year. Global Accounts continues to focus on
the international  market place rather than the large domestic  insurance market
place where competition  continues to stiffen. The distribution of the Company's
gross premiums written among its underwriting client segments was as follows:



                                         Quarter Ended March 31,
                         -------------------------------------------------------
(in thousands)                   1996                             1995
                         -----------------------        ------------------------
Specialty                            $ 17,085                         $ 17,270
Global                                  8,511                           10,934
Regional:
     Property & Casualty   11,164                          4,543
     Marine & Aviation      7,162                          1,813
                           ------                         ------
Subtotal Regional                      18,326                           6,356
Controlled Source                      17,177                           -
RECO Run - off                          7,465                           -    
                                     $ 68,564                        $ 34,560
                                     ========                        ========


                                        9


<PAGE>

     Net  premiums  written for the first  quarter 1996 were $49.7  million,  an
increase of $16.3  million,  or 49%  compared  to the first  quarter  1995.  The
increase in net premiums  written was  principally  attributable  to the reasons
described above for the increases in gross premiums written. Net premiums earned
for the first quarter 1996 were $56.2 million,  an increase of $23.5 million, or
72% compared to the first quarter 1995. The increase in net premiums  earned was
principally attributable to premium writings by RECO.

     Net  investment  income for the first  quarter 1996 was $10.6  million,  an
increase of $5.8 million,  or 121% over the first quarter 1995. The  improvement
reflects  the  increase in invested  assets,  principally  from the Merger.  The
average  annual tax  equivalent  yield on  invested  assets,  before  investment
expenses,  increased to 6.66% for the first  quarter 1996  compared to 6.61% for
the same  period in 1995.  Net  realized  capital  gains were $.9 million in the
first  quarter 1996  compared to only  $67,000 for the same period in 1995.  The
1996 net capital gains were realized  principally to reposition  certain sectors
of the portfolio  and, in particular,  to increase the amount of  tax-advantaged
securities.

     Service and other revenue for the first  quarter 1996 was $1.5 million,  an
increase of $1.2 million  compared to the first  quarter 1995.  The  improvement
reflects  increases in both  advisory fee revenues and equity in the earnings of
investee companies acquired in the Merger.

     Underwriting  Results:  The  Company's  principal  expense,  loss  and loss
adjustment expenses (LAE) related to the settlement of claims, was $40.9 million
in the first  quarter 1996  compared to $24.1 million in the first quarter 1995.
The increase is principally  attributable  to the increase in earned premiums as
noted above. Net losses and LAE expressed as a percentage of net earned premiums
(the loss and LAE ratio) improved to 72.8% for the first quarter 1996 from 73.5%
recorded for the same period in 1995.

     Policy  acquisition costs,  primarily  commissions paid to ceding companies
and brokerage fees paid to intermediaries less commissions  received on business
ceded to other  reinsurers,  were  $14.2  million  for the  first  quarter  1996
compared to $7.7 million in the first quarter  1995.  Policy  acquisition  costs
expressed as a percentage of net earned premiums (the acquisition expense ratio)
increased  to 25.2% from 23.4% in 1995.  The increase is due both to the run-off
of RECO's  cancelled  reinsurance  business and to a modestly higher  commission
structure.

     Other expenses,  which include  underwriting and  administrative  expenses,
were $4.4  million for the first  quarter  1996  compared to $2.5 million in the
first  quarter  1995.  Other  expenses  expressed as a percentage  of net earned
premiums  increased  to 7.2% from  6.8% in 1995  principally  due to  transition
expenses associated with the integration of RECO.  Chartwell believes that these
transition  expenses will decrease over the remaining three quarters of 1996. It
should be noted that the comparable ratio for the full year 1995 was 8.0%.

     The combined  ratio for the first quarter 1996 computed in accordance  with
generally accepted accounting principle (GAAP) was 105.2% compared to 103.7% for
the first quarter 1995.  Although the loss ratio component improved to 72.8% for
the first  quarter  1996 from 73.5%  recorded  for the same period in 1995,  the
expense ratio increased to 32.4% from 30.2% in 1995 for

                                       10


<PAGE>

the reasons  noted  above.  On a pro forma basis,  as if the Merger  occurred on
January 1, 1995, the expense ratio  decreased to 32.4% compared to 36.5% and the
combined  ratio  decreased  to 105.2%  compared to 122.4% for the first  quarter
1995.

     Interest and amortization  expenses were $2.3 million for the first quarter
1996 compared to $1.8 million in the first quarter 1995. In addition to interest
and amortization on Chartwell's 10.25% Senior Notes due 2004 (the"Senior Notes")
of $2.0 million for both periods,  interest  expense for 1996 also includes $0.3
million of interest on a $20.0 million bank facility  established on the date of
Merger.  Interest expense for 1995 was reduced by $0.2 million as a result of an
interest  rate swap which was  terminated in the second  quarter 1995.  Interest
expense in future  periods will be reduced due to the  redemption  of 35% of the
principal amount of the Senior Notes on April 8, 1996.

     Pre-tax income: For the first quarter 1996, pre-tax income was $7.4 million
compared  with $1.9  million for the same period in 1995.  The most  significant
factor is the increase in net investment income as described above.

     Taxes: Total taxes for the first quarter 1996 were $2.1 million compared to
$.6 million in the same period in 1995.  The  effective tax rates were 28.8% and
31.8% for the 1996 and 1995 periods  respectively.  The principal  factor in the
decline  below the  statutory  rate of 35% was the  benefit  of  investments  in
tax-advantaged securities which increased in the first quarter 1996.

     Net  income:  For the first  quarter  1996,  net  income  was $5.3  million
compared  to $1.3  million  for the same  period in 1995.  The most  significant
factor is increased net investment income as described above.


Liquidity and Capital Resources:

     As a holding company,  Chartwell's assets consist primarily of the stock of
its  direct  and  indirect   subsidiaries,   Chartwell   Reinsurance  and  RECO.
Chartwell's cash flow therefore  depends largely on dividends and other payments
from Chartwell  Reinsurance.  Chartwell  Reinsurance's  sources of funds consist
primarily  of  net  premiums,  reinsurance  recoveries,  investment  income  and
proceeds from sales and redemptions of investments.  Funds are applied primarily
to payments of claims,  operating  expenses and income taxes and to the purchase
of investments, largely fixed income securities. Cash and short-term investments
are maintained for the payment of claims and expenses.  Chartwell  Reinsurance's
ability to pay cash  dividends to the Company is restricted by law or subject to
approval  of  the  insurance  regulatory   authority  of  Minnesota,   Chartwell
Reinsurance's  state  of  domicile.  The  Minnesota  authority  recognizes  only
statutory accounting practices for the ability of an insurer to pay dividends to
its shareholders.

     Under the insurance laws of the State of Minnesota, payment of dividends by
Chartwell  Reinsurance  in any  year is  limited  to the  greater  of (i) 10% of
capital and surplus as of the prior year end as determined  in  accordance  with
statutory accounting policies; or (ii) statutory net income from

                                       11


<PAGE>

operations  of  the  next  preceding  year  excluding  realized  capital  gains.
Notwithstanding the foregoing, Chartwell Reinsurance may pay dividends only from
its earned surplus,  also known as unassigned  funds.  The maximum dividend that
can be paid in 1996  without  prior  approval  of the  Minnesota  Department  of
Commerce is $18.8 million.

     Financing  activities have also been a source of liquidity for Chartwell Re
and its subsidiaries,  and such undertakings  continued during the first quarter
1996. On March 5, 1996, the Company's  parent,  Chartwell Re, completed a public
offering of 2,500,000  shares of common stock that raised $57.5  million  ($53.7
million after underwriting discounts and expenses).  Of the net proceeds,  $20.0
million was  contributed  to the Company  which used such funds to increase  the
statutory  surplus of Chartwell  Reinsurance.  Subsequent to the March 31, 1996,
the Company  received  an  additional  contribution  of $28.3  million  from the
proceeds of the Offering which it used to redeem 35% of its  outstanding  Senior
Notes including the redemption premium.  This redemption will reduce Chartwell's
annual  expense for interest and  amortization  of debt issuance costs under the
Senior Notes by $2.8 million per year. As a result of the  offering,  Standard &
Poor's  improved its rating with respect to the Senior Notes to BBB- from BB and
Moody's improved its rating to Ba1 from Ba2.

     At March 31, 1996, the carrying value of total investments,  including cash
and cash equivalents, increased by $17.0 million, or 2.4%, to $719.1 compared to
$702.1 million at December 31, 1995.  The primary  reasons for the increase were
the net cash acquired in Chartwell Re's public  offering and  contributed to the
Company of $20.0 million,  and cash flow from the settlement of certain December
31, 1995  securities  sales of $10.8  million,  offset in part by cash flow from
operations of $0.1 million and the decline in the market value of the investment
portfolio.  At March 31, 1996, 96% of Chartwell's total  investments  (including
cash and cash equivalents)  consisted of fixed income  securities,  of which 99%
were  rated  "A" or  better  (or "A-1" for  commercial  paper) by  Moody's.  The
Company's  fixed income  securities  portfolio  at March 31, 1996 was  comprised
primarily  of  U.S.  Treasury  and  government   agency  mortgage   pass-through
securities, and corporate and municipal bonds.

     The stockholders' equity of the Company increased 9.4% to $184.2 million at
March 31, 1996, compared to $168.4 million at December 31, 1995,  primarily as a
result  of the  surplus  contribution  from  Chartwell  Re as a  result  of that
company's public common stock offering. The stockholders' equity of Chartwell Re
increased 32% to $201.5 million at March 31, 1996, compared to $152.5 million at
December  31, 1995  primarily as a result of the public  common  stock  offering
described above.  Chartwell Re's GAAP book value per share of $22.23 reported at
December  31, 1995 was  decreased  on a pro forma basis to $22.03 as a result of
the public  offering  of 2.5 million  common  shares in the first  quarter.  The
decrease  to $21.53 at March 31,  1996 was  attributable  to the  decline in the
market value of the Company's fixed income  securities  portfolio as a result of
the  increase  in market  interest  rates  during this  period,  offset by first
quarter earnings.  Chartwell's  ratio of long-term debt to total  capitalization
was  reduced  from  36.1% at  December  31,  1995 to 27.2% as of March 31,  1996
including the effect of the partial  redemption of Chartwell's Senior Notes that
occurred on April 8, 1996.


                                       12



<PAGE>

     Statutory  surplus of  Chartwell  Reinsurance  increased  $27.3  million to
$215.3  million,  and surplus of RECO  increased  $5.2 million to $80.8 million,
both compared to the amounts at December 31, 1995.  Both  Chartwell  Reinsurance
and  RECO,  the  Company's  principal  operating  subsidiaries,   are  rated  A-
(Excellent)  by A.M. Best Company and are assigned an A- claims  paying  ability
rating by Standard & Poor's.


                                       13




<PAGE>


               CHARTWELL RE HOLDINGS CORPORATION AND SUBSIDIARIES


PART II         OTHER INFORMATION


     Item 6  - Exhibits and Reports on Form 8-K

               (a) Exhibits

                   27 - Financial Data Schedule.

               (b) Reports on Form 8-K

                   None.



                                       14
<PAGE>
                                      
               CHARTWELL RE HOLDINGS CORPORATION AND SUBSIDIARIES


Signatures



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    CHARTWELL RE HOLDINGS CORPORATION
                                    (Registrant)



                                    /s/ Charles E. Meyers
                                    --------------------------------------
                                    Charles E. Meyers
                                    Duly Authorized Officer, Senior Vice 
                                    President and Chief Financial Officer


Dated:  May 14, 1996





                                       15



<TABLE> <S> <C>


<ARTICLE>                                             7
       
<S>                             <C>
<PERIOD-TYPE>                                     3-MOS
<FISCAL-YEAR-END>                           DEC-31-1996
<PERIOD-START>                              JAN-01-1996
<PERIOD-END>                                MAR-31-1996
<DEBT-HELD-FOR-SALE>                            602,770
<DEBT-CARRYING-VALUE>                            30,412
<DEBT-MARKET-VALUE>                              29,862
<EQUITIES>                                       31,111
<MORTGAGE>                                            0
<REAL-ESTATE>                                         0
<TOTAL-INVEST>                                  664,293
<CASH>                                           54,810
<RECOVER-REINSURE>                               16,085
<DEFERRED-ACQUISITION>                           17,946
<TOTAL-ASSETS>                                1,134,806
<POLICY-LOSSES>                                 740,089
<UNEARNED-PREMIUMS>                              85,465
<POLICY-OTHER>                                        0
<POLICY-HOLDER-FUNDS>                                 0
<NOTES-PAYABLE>                                  68,750
                                 0
                                           0
<COMMON>                                              0
<OTHER-SE>                                      184,150
<TOTAL-LIABILITY-AND-EQUITY>                  1,134,806
                                       56,243
<INVESTMENT-INCOME>                              10,635
<INVESTMENT-GAINS>                                  921
<OTHER-INCOME>                                    1,472
<BENEFITS>                                       40,942
<UNDERWRITING-AMORTIZATION>                      14,176
<UNDERWRITING-OTHER>                              4,369
<INCOME-PRETAX>                                   7,437
<INCOME-TAX>                                      2,144
<INCOME-CONTINUING>                               5,293
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                      5,293
<EPS-PRIMARY>                                         0
<EPS-DILUTED>                                         0
<RESERVE-OPEN>                                        0
<PROVISION-CURRENT>                                   0
<PROVISION-PRIOR>                                     0
<PAYMENTS-CURRENT>                                    0
<PAYMENTS-PRIOR>                                      0
<RESERVE-CLOSE>                                       0
<CUMULATIVE-DEFICIENCY>                               0
        

</TABLE>


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