SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
ESG Re Limited
(Name of Issuer)
Common Shares, $1.00 par value
(Title of Class of Securities)
G31215109
(CUSIP Number)
Mr. Kenneth F. Cooper
Vicuna Advisors LLC
230 Park Avenue
7th Floor
New York, NY 10169
(212) 499-2940
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2000
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |X|
NOTE. Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the notes).
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vicuna Advisors LLC
TIN: 13-4006560
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED Zero
BY
EACH ------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON 8
WITH 1,322,000 shares
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
Zero
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,322,000 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,322,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vicuna Partners LLC
TIN: 13-4006612
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED Zero
BY
EACH ------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON 8
WITH 1,322,000 shares
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
Zero
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,322,000 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,322,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vicuna Capital I L.P.
TIN: 13-4006625
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY 979,100 shares
EACH
REPORTING ------------------------------------------------------------
PERSON 8 SHARED VOTING POWER
WITH Zero
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
979,100 shares
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Zero
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,100 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WNP Investment Partnership L.P.
TIN: 13-4006626
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY 342,900 shares
EACH
REPORTING ------------------------------------------------------------
PERSON 8 SHARED VOTING POWER
WITH Zero
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
342,900 shares
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Zero
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,900 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1 Joshua G. Welch
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_|
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED Zero
BY
EACH ------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON 8
WITH 1,322,000 shares
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
Zero
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,322,000 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,322,000 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_|
(11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Shares, $1.00 par
value (the "Common Stock"), of ESG Re Limited (the "Issuer"). The Issuer's
principal executive office is located at 16 Church Street, Hamilton HM II,
Bermuda. This Statement on Schedule 13D amends the Statement on Schedule 13G
relating to the Common Stock filed by the Reporting Persons (as defined below)
on November 22, 1999, as amended by Amendment No. 1 filed on February 14, 2000.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This Statement is being filed by each of the following persons (the
"Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Securities and
Exchange Commission (the "Commission") pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"): Vicuna Advisors LLC, a
Delaware limited liability company ("Advisors"), Vicuna Partners LLC, a Delaware
limited liability company ("Partners"), Vicuna Capital I L.P., a Delaware
limited partnership ("Capital"), WNP Investment Partnership, L.P., a Delaware
limited partnership ("WNP"), and Joshua G. Welch ("Welch").
Partners is the general partner of Capital and WNP and Advisors is the
investment adviser to Capital and WNP. Welch is the Managing Member of Partners
and Advisors.
The filing of this statement is not an admission by any Reporting
Person that such Reporting Person and any other Reporting Person or any other
person constitute a "group" for purposes of Section 13(d)(3) of the Exchange or
Rule 13d-5 thereunder or that any Reporting Person is the beneficial owner of
any securities owned by any other Reporting Person or any other person.
Certain information required by this Item 2 concerning the members of
Advisors and Partners is set forth on Schedule A attached hereto, which is
incorporated herein by reference.
The principal business of each of Capital and WNP is to make
investments in common and preferred stock and other interests in business
organizations, domestic or foreign, with the principal objective of appreciation
of capital invested. The principal business of Partners is to act as general
partner of Capital and WNP. The principal business of Advisors is to provide
portfolio management services to Capital and WNP. The address of the principal
business and principal office of each of the Reporting Persons is c/o Vicuna
Advisors LLC, 230 Park Avenue, 7th Floor, New York, New York 10169.
During the past five years, none of the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any of the persons listed on Schedule A
attached hereto, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the past five years, none of the
Reporting Persons nor, to the best knowledge of the Reporting Persons, any of
the persons listed on Schedule A attached hereto, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Mr. Welch is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The source of funds used to purchase the shares of Common Stock owned
by the Reporting Persons (the "Shares") was working capital of Capital and WNP.
The amount of such funds was $9,187,993 for the Shares owned by Capital and
$3,203,747 for the Shares owned by WNP.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
The Shares were acquired in the ordinary course of business for
investment purposes. The Reporting Persons' intention was to review their
investment in the Issuer on a continuing basis and, depending upon price and
availability of securities of the
<PAGE>
Issuer, subsequent developments affecting the Issuer, the Issuer's business and
prospects, general stock market and economic conditions, tax considerations and
other factors deemed relevant, to consider increasing or decreasing the size of
their investment in the Issuer.
The Reporting Persons have concluded that it is unlikely that the
Issuer's management will successfully implement the strategic initiatives
necessary to restore the Issuer's profitability and value for all shareholders.
Although the Reporting Persons believe that the Issuer's operations are
fundamentally sound, the Issuer's current Standard & Poor's rating of BB+ will
likely prevent the Issuer from writing a sufficient volume of profitable
business to earn its cost of capital over any reasonable time period. Standard &
Poor's rates several hundred reinsurance companies, and ESG now carries one of
the lowest ratings of any of the companies in this universe. The Reporting
Persons are increasingly concerned that management is pursuing a business
strategy that is not in the best interests of all the shareholders and that
management entrenchment may become an issue, given that insiders now outnumber
outsiders on the Board of Directors. In sum, the Reporting Persons believe that
the Issuer's current rating and capital structure impair its viability as an
independent company, and that the Issuer should be merged into or acquired by
another financial institution or group with greater financial and management
resources.
The Reporting Persons may take a number of actions in order to insure
that the Issuer and its Board of Directors take appropriate action to maximize
shareholder value. They may communicate and discuss their views with other
shareholders of the Issuer and members of the Board. The Reporting Persons may
communicate with financial institutions and other third parties concerning such
parties' interest in possibly acquiring the Issuer or some or all of its assets.
They may retain an investment banker to help them evaluate their options or to
solicit interest and/or bids from potential acquirors. In the future, The
Reporting Persons may decide to purchase additional shares of the Common Stock,
or sell part or all of their current holdings of Common Stock. The Reporting
Persons reserve the right to exercise any and all of their respective rights as
shareholders of the Issuer in a manner consistent with their equity interests.
Except as set forth above, neither the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any person listed in Schedule A
attached hereto, has any present plans or intentions which relate to or would
result in: (i) the acquisition by any person of any additional securities of the
Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (iii) the sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; (iv) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (v) any material change in the present
capitalization or dividend policy of the Issuer; (vi) any other material change
in the Issuer's business or corporate structure; (vii) any other material change
in the Issuer's business or corporate structure; (viii) changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; (viii) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (ix) a class of equity
security of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (xi) any
action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
As of the date hereof, Capital is the beneficial owner 979,100 shares
of Common Stock and WNP is the beneficial owner 342,900 shares of Common Stock.
By virtue of its status as general partner of Capital and WNP, Partners might be
deemed to be the beneficial owner of the securities owned by Capital and WNP. By
virtue of its status as investment adviser to Capital and WNP, Advisors might be
deemed to be the beneficial owner of the securities owned by Capital and WNP. By
virtue of his status as Managing Member of Advisors and Partners, Welch might be
deemed to be the beneficial owner of the securities owned by Capital and WNP.
Advisors, Partners and Welch each disclaims beneficial ownership of the
securities owned by Capital and WNP.
<PAGE>
As of the date hereof, Capital is the beneficial owner of 8.4% of the
Common Stock and WNP is the beneficial owner of 3.0% of the Common Stock. The
percentages of the outstanding Common Stock reported in this Schedule 13D are
calculated on the basis of 13,228,399 shares of Common Stock issued and
outstanding on December 31, 1999, as reported in the Issuer's Form 8-K filed on
March 14, 2000.
By virtue of its status as general partner of Capital and WNP, Partners
might be deemed to share indirectly with Capital and WNP power to vote or direct
the vote of the securities owned by Capital and WNP. By virtue of its status as
investment adviser to Capital and WNP, Advisors might be deemed to share
indirectly with Capital and WNP power to vote or direct the vote of the
securities owned by Capital and WNP. By virtue of his status as Managing Member
of Advisors and Partners, Welch might be deemed to share indirectly with Capital
and WNP power to vote or direct the vote of the securities owned by Capital and
WNP.
By virtue of its status as general partner of Capital and WNP, Partners
might be deemed to share indirectly with Capital and WNP power to dispose or
direct the disposition of the securities owned by Capital and WNP. By virtue of
its status as investment adviser to Capital and WNP, Advisors might be deemed to
share indirectly with Capital and WNP power to dispose or direct the disposition
of the securities owned by Capital and WNP. By virtue of his status as Managing
Member of Advisors and Partners, Welch might be deemed to share indirectly with
Capital and WNP power to dispose or direct the disposition of the securities
owned by Capital and WNP.
No transactions were effected by the Reporting Persons or, to the best
knowledge of the Reporting Persons, any of the persons listed on Schedule A
attached hereto, in the Common Stock during the 60 days prior to the date of
this Schedule 13D, except for the following transactions effected by Capital and
WNP:
<TABLE>
<CAPTION>
Transactions by Capital
Date Purchase/Sale No. of Shares Price/Share Market
<S> <C> <C> <C> <C>
2/04/2000 Purchase 7,400 $6.25 NASDAQ
2/07/2000 Purchase 2,200 $6.125 NASDAQ
2/08/2000 Purchase 18,500 $6.25 NASDAQ
2/10/2000 Purchase 37,000 $6.25 NASDAQ
2/11/2000 Purchase 53,300 $6.04 NASDAQ
2/14/2000 Purchase 23,700 $6.00 NASDAQ
</TABLE>
<TABLE>
<CAPTION>
Transactions by WNP
Date Purchase/Sale No. of Shares Price/Share Market
<S> <C> <C> <C> <C>
2/04/2000 Purchase 2,600 $6.25 NASDAQ
2/07/2000 Purchase 800 $6.125 NASDAQ
2/08/2000 Purchase 6,500 $6.25 NASDAQ
2/10/2000 Purchase 13,000 $6.25 NASDAQ
2/11/2000 Purchase 18,700 $6.04 NASDAQ
2/14/2000 Purchase 8,300 $6.00 NASDAQ
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
---------------------------
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit A: Agreement of Joint Filing, dated as of March 17, 2000,
among Advisors, Partners, Capital, WNP and Welch.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 17, 2000
VICUNA ADVISORS LLC
By: /s/ Joshua G. Welch
------------------------------------
Joshua G. Welch
Managing Member
VICUNA PARTNERS LLC
By: /s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
Managing Member
VICUNA CAPITAL I, L.P.
By: Vicuna Partners LLC, General Partner
By: /s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
Managing Member
WNP Investment Partnership, L.P.
By: Vicuna Partners LLC, General Partner
By: /s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
Managing Member
/s/ Joshua G. Welch
-------------------------------
Joshua G. Welch
<PAGE>
SCHEDULE A
----------
The following table sets forth the names, addresses and principal
occupations of the members of Advisors. Each such person is a citizen of the
United States.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
NAME ADDRESS PRINCIPAL OCCUPATION
---- ------- --------------------
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Joshua G. Welch 230 Park Avenue Managing Member
7th Floor Vicuna Advisors LLC
New York, New York 10169
- --------------------- ---------------------------------- ------------------------------
Kenneth F. Cooper 230 Park Avenue Managing Member
7th Floor Vicuna Advisors LLC
New York, New York 10169
- --------------------- ---------------------------------- ------------------------------
Richard B. Sachs 245 Park Avenue Senior Managing Director
New York, New York 10167 Bear Stearns & Co. Inc.
- --------------------- ---------------------------------- ------------------------------
</TABLE>
The following table sets forth the names, addresses and principal
occupations of the members of Partners. Each such person is a citizen of the
United States.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
NAME ADDRESS PRINCIPAL OCCUPATION
---- ------- --------------------
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Joshua G. Welch 230 Park Avenue Managing Member
7th Floor Vicuna Advisors LLC
New York, New York 10169
- --------------------- --------------------------------- -------------------------------
Kenneth F. Cooper 230 Park Avenue Managing Member
7th Floor Vicuna Advisors LLC
New York, New York 10169
- --------------------- --------------------------------- -------------------------------
Richard B. Sachs 245 Park Avenue Senior Managing Director
New York, New York 10167 Bear Stearns & Co. Inc.
- --------------------- --------------------------------- -------------------------------
</TABLE>
<PAGE>
EXHIBIT A
AGREEMENT RE JOINT FILING OF
SCHEDULE 13D
------------
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree that the Schedule 13D dated
March 17, 2000 relating to the Common Shares, $1.00 par value, of ESG Re Limited
as the same may be amended from time to time hereafter, is being filed with the
Securities and Exchange Commission on behalf of each of them.
Dated: March 17, 2000
VICUNA ADVISORS LLC
By: /s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
Managing Member
VICUNA PARTNERS LLC
By: /s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
Managing Member
VICUNA CAPITAL I, L.P.
By: Vicuna Partners LLC, General Partner
By: /s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
Managing Member
WNP Investment Partnership, L.P.
By: Vicuna Partners LLC, General Partner
By: /s/ Joshua G. Welch
-------------------------------------
Joshua G. Welch
Managing Member
/s/ Joshua G. Welch
-------------------------------
Joshua G. Welch
