ESG RE LTD
8-K, 2000-04-18
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): April 17, 2000

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

            Bermuda                     000-23481             Not Applicable
(State or Other Jurisdiction    (Commission File Number)      (IRS Employer
      of 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 release dated April 17, 2000 ESG Re Limited (NASDAQ: ESREF) announced the
resignation of Chief Financial Officer, Joan H. Dillard effective May 15, 2000.
Mr. Najib Nathoo will assume the position of the senior financial officer.
Controller Cormac Treacy will assume the additional role of Chief Accounting
Officer.

ITEM 7.   EXHIBITS.

Exhibit 99     News Release dated April 17, 2000 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:  April 18, 2000

                                        ESG RE LIMITED


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




                                                                             ESG
                                                                     INTELLIGENT
                                                                     REINSURANCE


FOR IMMEDIATE RELEASE

                                       Contacts: ESG Re Limited
                                                 Margaret L. Webster
                                                 Chief Administrative Officer
                                                 353 1 675 0201 (Dublin)
                                                 e-mail:[email protected]


HAMILTON, BERMUDA, April 17, 2000 - ESG Re Limited (NASDAQ: ESREF) announced the
following changes to executive management.

Joan H. Dillard, Chief Financial Officer, will be leaving the Company effective
May 15, 2000. Ms. Dillard has served in this capacity for more than two years in
both Hamburg, Germany and Dublin, Ireland. She has accepted a position with a
United States based company.

ESG is pleased to announce that Najib Nathoo has accepted the position of the
senior financial officer. Mr. Nathoo is already familiar with ESG's operations
as he has been providing financial management services to the Company on a
consulting basis since October 1, 1999. Mr. Nathoo worked with GE Capital's
Consolidated Financial Insurance division for 10 years in various positions with
responsibility for financial planning and analysis, reserving and actuarial
valuation, management of business risks, administrative services, management
information systems, acquisition integration, and product development. He also
held development, marketing and actuarial positions with Brunswick Financial
Marketing, Aegon Group - Regency Life and Royal Sun Alliance. Mr. Nathoo's
primary focus will be on finance, planning and budgeting, capital allocation and
investment strategy.

Cormac  Treacy,  Controller  of ESG,  will assume the  additional  role of Chief
Accounting Officer and will report to Mr. Nathoo.

ESG Re Limited provides medical, personal accident, credit life and disability
and special risks reinsurance to insurers and selected reinsurers on a
world-wide 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


<PAGE>

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 reports filed by the Company with the Securities and
Exchange Commission and in the Company's Prospectus dated December 12, 1997.



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