ESG RE LTD
8-K, 1999-10-22
LIFE INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): October 6, 1999

                                 ESG RE LIMITED
             (Exact Name of Registrant as Specified in its Charter)

         Bermuda                       000-23481              Not Applicable
(State or Other Jurisdiction of  (Commission File Number)     (IRS Employer
      Incorporation)                                         Identification No.)

          16 Church Street                                     Not Applicable
       Hamilton HM11, Bermuda                                    (Zip Code)
(Address of Principal Executive Offices)

                                 (441) 295-2185
              (Registrant's telephone number, including area code)

          (Former Name or Former Address, if Changed Since Last Report)

     ITEM 5. OTHER EVENTS.

     In a news release dated  October 6, 1999,  ESG Re Limited  (NASDAQ:  ESREF)
announced the completion of its stock repurchase program previously announced on
May 12,  1999.  ESG's Board of  Directors  has also  authorized  the  occasional
repurchase of up to an additional  1,000,000 shares.  The company expects to act
on this new  authorization  primarily after third quarter  financial results are
announced on November 11, 1999.

     ITEM 7. EXHIBITS.

     Exhibit 99    News Release dated October 6, 1999 is attached.



<PAGE>

                                   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 hereunto duly authorized.

Dated:  October 22, 1999

                                              ESG RE LIMITED


                                              By: /s/ Margaret L. Webster
                                                  ------------------------------
                                                      Margaret L. Webster
                                                      General Counsel


For Release Immediately


                                   Contacts:    ESG Re Limited
                                                Joan Dillard
                                                Chief Financial Officer
                                                +49-40-3698-8620 (Germany)
                                                e-mail:  [email protected]

                                                ESG Re Limited
                                                Michael Nuenke
                                                Treasurer
                                                +353-1-675-0208 (Ireland)
                                                e-mail:  [email protected]

ESG RE LIMITED ANNOUNCES COMPLETION OF STOCK REPURCHASE PROGRAM

     HAMILTON,  BERMUDA,  October 6, 1999 - ESG RE Limited (Nasdaq: ESREF) today
announced that it has completed its stock  repurchase  program  announced on May
12, 1999, having purchased 695,400 shares of its outstanding common stock.

     ESG  also  announced  that  the  Board  of  Directors  has  authorized  the
repurchase,  from time to time, of up to an  additional  1,000,000  shares.  The
Company  expects to begin to  repurchase  shares  under  this new  authorization
primarily after the announcement of third quarter  financial  results  scheduled
for November 11, 1999.

     Mr. John C. Head III, Chairman and Chief Executive Officer, stated that the
company  will  continue to  actively  manage its capital  base  consistent  with
maintaining a sound and  conservative  capital  structure for the benefit of the
policyholders of its operating reinsurance subsidiaries.

     ESG Re  Limited  provides  medical,  personal  accident,  credit  life  and
disability and special risks reinsurance to insurers and selected  reinsurers on
a worldwide basis.  The Company  distinguishes  itself by offering  "intelligent
reinsurance" products and services that help its ceding clients to better manage
their  risks.  These  include  software  solutions  to  particular  underwriting
problems,  actuarial  support,  product  design,  and,  in the field of  medical
expense reinsurance, loss prevention and disease management.

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

     Uncertainties related to forward looking statements.  Certain statements in
this Press Release constitute "forward looking statements" within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  Such  forward-looking  statements
involve known and unknown  risks,  uncertainties  and other  factors,  which may
cause the actual  results,  performance  or  achievements  of the  company to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by such forward-looking  statements.  Such factors include,
among other things, the following:  The Company's lack of history as a reinsurer
and its increased  scope of business;  the company's  dependence on key clients;
the  volatility  and  unpredictability  of the risks the  company  insures;  the
cyclical  nature  of the  reinsurance  market;  competition  and  the  company's
evaluation by insurance  rating  agencies;  changes in tax laws and regulations;
foreign  currency  fluctuation;  and the  adequacy of loss  reserves.  A further
discussion  of factors  that could affect the  Company's  results is included in
documents  and reports  filed by the Company  with the  Securities  and Exchange
Commission.


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