UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person:
Vicuna Advisors LLC
230 Park Avenue
7th Floor
New York, New York 10169
Attn: Kenneth F. Cooper
2. Date of Event Requiring Statement (Month/Day/Year)
Feb. 14, 2000
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
13-4006560
4. Issuer Name and Ticker or Trading Symbol:
ESG Re Limited (ESRE F)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
Page 1 of 16 Pages
<PAGE>
7. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
Common Shares, $1.00 par value ("Common Stock")
2. Amount of Securities Beneficially Owned
1,322,000 shares of Common Stock
3. Ownership Form: Direct (D) or Indirect (I)
I
4. Nature of Indirect Beneficial Ownership
As investment adviser to Vicuna Capital I, L.P. and
WNP Investment Partnership, L.P.
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Expiration Date
3. Title and Amount of Securities Underlying Derivative Security
Title
Page 2 of 16 Pages
<PAGE>
Amount or Number of Shares
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
This Form 3 is being filed jointly by Vicuna Advisors LLC
("Advisors"), a Delaware limited liability company, Vicuna Partners
LLC, a Delaware limited liability company ("Partners"), Vicuna Capital
I, L.P., a Delaware limited partnership ("Capital"), WNP Investment
Partnership, a Delaware limited partnership ("WNP"), and Joshua G.
Welch (collectively, the "Reporting Persons"). Capital and WNP are
private partnerships organized to make investments in securities.
Advisors is the investment adviser to Capital and WNP and Partners is
the general partner of Capital and WNP. Welch is the Managing Member of
Advisors and Partners. 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 Securities Exchange Act of 1934, as amended,
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.
Signatures to this Form 3 follow all attachments.
Page 3 of 16 Pages
<PAGE>
Attachment To Form 3 of Vicuna Advisors LLC
in Respect of ESG Re Limited (ESRE F)
Date of Event Requiring Statement: Feb. 14, 2000
This Form 3 is being filed jointly by Vicuna Advisors LLC
("Advisors"), a Delaware limited liability company, Vicuna Partners LLC, a
Delaware limited liability company ("Partners"), Vicuna Capital I, L.P., a
Delaware limited liability company ("Capital"), WNP Investment Partnership, a
Delaware limited partnership ("WNP"), and Joshua G. Welch (collectively, the
"Reporting Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person:
Vicuna Partners LLC
230 Park Avenue
7th Floor
New York, New York 10169
Attn: Kenneth F. Cooper
2. Date of Event Requiring Statement (Month/Day/Year)
Feb. 14, 2000
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
13-4006612
4. Issuer Name and Ticker or Trading Symbol:
ESG Re Limited (ESRE F)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
___________________
6. If Amendment, Date of Original (Month/Day/Year)
Page 4 of 16 Pages
<PAGE>
7. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
Common Shares, $1.00 par value ("Common Stock")
2. Amount of Securities Beneficially Owned
1,322,000 shares of Common Stock
3. Ownership Form: Direct (D) or Indirect (I)
I
4. Nature of Indirect Beneficial Ownership
As general partner of Vicuna Capital I, L.P. and
WNP Investment Partnership, L.P.
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Expiration Date
3. Title and Amount of Securities Underlying Derivative Security
Title
Page 5 of 16 Pages
<PAGE>
Amount or Number of Shares
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
See Explanation to Responses of Form 3 of Advisors.
Signatures to this Form 3 follow all attachments.
Page 6 of 16 Pages
<PAGE>
Attachment To Form 3 of Vicuna Advisors LLC
in Respect of ESG Re Limited (ESRE F)
Date of Event Requiring Statement: Feb. 14, 2000
This Form 3 is being filed jointly by Vicuna Advisors LLC
("Advisors"), a Delaware limited liability company, Vicuna Partners LLC, a
Delaware limited liability company ("Partners"), Vicuna Capital I, L.P., a
Delaware limited liability company ("Capital"), WNP Investment Partnership, a
Delaware limited partnership ("WNP"), and Joshua G. Welch (collectively, the
"Reporting Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person:
Vicuna Capital I, L.P.
230 Park Avenue
7th Floor
New York, New York 10169
Attn: Kenneth F. Cooper
2. Date of Event Requiring Statement (Month/Day/Year)
Feb. 14, 2000
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
13-4006625
4. Issuer Name and Ticker or Trading Symbol:
ESG Re Limited (ESRE F)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
___________________
6. If Amendment, Date of Original (Month/Day/Year)
Page 7 of 16 Pages
<PAGE>
7. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
Common Shares, $1.00 par value
2. Amount of Securities Beneficially Owned
979,100 shares of Common Stock
3. Ownership Form: Direct (D) or Indirect (I)
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Expiration Date
3. Title and Amount of Securities Underlying Derivative Security
Title
Page 8 of 16 Pages
<PAGE>
Amount or Number of Shares
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
See Explanation to Responses of Form 3 of Advisors.
Signatures to this Form 3 follow all attachments.
Page 9 of 16 Pages
<PAGE>
Attachment To Form 3 of Vicuna Advisors LLC
in Respect of ESG Re Limited (ESRE F)
Date of Event Requiring Statement: Feb. 14, 2000
This Form 3 is being filed jointly by Vicuna Advisors LLC
("Advisors"), a Delaware limited liability company, Vicuna Partners LLC, a
Delaware limited liability company ("Partners"), Vicuna Capital I, L.P., a
Delaware limited liability company ("Capital"), WNP Investment Partnership, a
Delaware limited partnership ("WNP"), and Joshua G. Welch (collectively, the
"Reporting Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person:
WNP Investment Partnership, L.P.
230 Park Avenue
7th Floor
New York, New York 10169
Attn: Kenneth F. Cooper
2. Date of Event Requiring Statement (Month/Day/Year)
Feb. 14, 2000
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
13-4006626
4. Issuer Name and Ticker or Trading Symbol:
ESG Re Limited (ESRE F)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
____________________
6. If Amendment, Date of Original (Month/Day/Year)
Page 10 of 16 Pages
<PAGE>
7. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
Common Shares, $1.00 par value ("Common Stock")
2. Amount of Securities Beneficially Owned
342,900 shares of Common Stock
3. Ownership Form: Direct (D) or Indirect (I)
D
4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Expiration Date
3. Title and Amount of Securities Underlying Derivative Security
Title
Page 11 of 16 Pages
<PAGE>
Amount or Number of Shares
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
See Explanation to Responses of Form 3 of Advisors.
Signatures to this Form 3 follow all attachments.
Page 12 of 16 Pages
<PAGE>
Attachment To Form 3 of Vicuna Advisors LLC
in Respect of ESG Re Limited (ESRE F)
Date of Event Requiring Statement: Feb. 14, 2000
This Form 3 is being filed jointly by Vicuna Advisors LLC
("Advisors"), a Delaware limited liability company, Vicuna Partners LLC, a
Delaware limited liability company ("Partners"), Vicuna Capital I, L.P., a
Delaware limited liability company ("Capital"), WNP Investment Partnership, a
Delaware limited partnership ("WNP"), and Joshua G. Welch (collectively, the
"Reporting Persons"). Advisors is the designated filer.
Joint Filer Information
1. Name and Address of Reporting Person:
Joshua G. Welch
230 Park Avenue
7th Floor
New York, New York 10169
Attn: Kenneth F. Cooper
2. Date of Event Requiring Statement (Month/Day/Year)
Feb. 14, 2000
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
ESG Re Limited (ESRE F)
5. Relationship of Reporting Persons(s) to Issuer:
___ Director
___ Officer (give title below)
_X_ 10% Owner
___ Other (specify below)
___________________
6. If Amendment, Date of Original (Month/Day/Year)
Page 13 of 16 Pages
<PAGE>
7. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
Common Shares, $1.00 par value
2. Amount of Securities Beneficially Owned
1,322,000 shares of Common Stock
3. Ownership Form: Direct (D) or Indirect (I)
I
4. Nature of Indirect Beneficial Ownership
As Managing Member of Vicuna Advisors LLC, the investment
adviser to Vicuna Capital I, L.P. and WNP Investment
Partnership, L.P., and as Managing Member of Vicuna Partners
LLC, the general partner of Vicuna Capital I, L.P. and WNP
Investment Partnership, L.P.
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Expiration Date
Page 14 of 16 Pages
<PAGE>
3. Title and Amount of Securities Underlying Derivative Security
Title
Amount or Number of Shares
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
6. Nature of Indirect Beneficial Ownership
Explanation of Responses:
See Explanation to Responses of Form 3 of Advisors.
Signatures to this Form 3 follow all attachments.
Page 15 of 16 Pages
<PAGE>
SIGNATURE
WITNESS, the signatures of the undersigned this 23rd day of March 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
Page 16 of 16 Pages
