As filed with the Securities and Exchange Commission on March 29, 2000
Registration No. 333-1972
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
ON FORM S-8
Under
The Securities Act of 1933
----------------
EVEREST RE GROUP, LTD.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Bermuda 6321 Not Applicable
- -------------------------------------------------------------------------------
(State of Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification No.)
Incorporation or
Organization)
c/o ABG Financial & Management Services, Inc.
Parker House
Wildey Business Park, Wildey Road
St. Michael, Barbados
(246) 436-6287
- -------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
1995 STOCK INCENTIVE PLAN
- -------------------------------------------------------------------------------
(Full Title of the Plan)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
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(Name, address and telephone number, including area code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate
Securities to Amount to Price per Offering Amount of
be Registered be Registered share Price Registration Fee
- -------------------------------------------------------------------------------
See Below (1) N/A N/A N/A N/A
===============================================================================
(1) No additional securities are to be registered and registration fees were
paid upon the filing of the original Registration Statement No. 333-1972.
Therefore, no further registration fee is required.
<PAGE>
EXPLANATORY NOTES
This Post-Effective Amendment No. 1 to Registration Statement No.
333-1972 (the "Registration Statement") is being filed pursuant to Rule 414
under the Securities Act of 1933, as amended (the "Securities Act") by
Everest Re Group, Ltd., a Bermuda company (the "Registrant"), which is the
successor to Everest Reinsurance Holdings, Inc., a Delaware corporation
("Everest Holdings"), following a reorganization (the "Reorganization")
that became effective on February 24, 2000. The Reorganization was effected
through the statutory merger of Everest Re Merger Corporation, a Delaware
corporation and newly formed, wholly owned subsidiary of the Registrant,
with and into Everest Holdings, with the result that the Registrant has
become the parent holding company of Everest Holdings. Immediately prior to
the Reorganization, the Registrant had no assets or liabilities other than
nominal assets or liabilities. In connection with the Reorganization, the
Registrant indirectly acquired all of the assets and assumed all of the
liabilities of Everest Holdings by becoming the parent holding company of
Everest Holdings.
In connection with the Reorganization, each outstanding share of
common stock of Everest Holdings was converted into one common share of the
Registrant. In addition, the Registrant assumed Everest Holdings' various
stock compensation plans, including Everest Holdings' 1995 Stock Incentive
Plan (the "Plan"), as a result of which the Registrant's common shares will
henceforth be issuable under the Plan in lieu of shares of common stock of
Everest Holdings.
The Reorganization and the assumption of the Plan by the
Registrant were approved by the stockholders of Everest Holdings at a
special meeting of stockholders held on February 23, 2000 for which proxies
were solicited pursuant to Section 14(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
In accordance with paragraph (d) of Rule 414 of the Securities
Act, except as modified by this Post-Effective Amendment No. 1, the
Registrant, as successor issuer to Everest Holdings, hereby expressly
adopts the Registration Statement as its own for all purposes under the
Securities Act and the Exchange Act.
The applicable registration fees were paid at the time of the
original filing of the Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
*Information required to be contained in Part I of this
Registration Statement is omitted in accordance with Rule 428 under the
Securities Act of 1933, as amended, and the introductory Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference herein and shall be deemed to be a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, filed pursuant to
Section 13(a) of the Exchange Act;
(b) The Registrant's Current Report on Form 8-K filed
February 25, 2000; and
(c) The description of the Registrant's common shares, par
value $.01 per share, contained in the Registrant's
Registration Statement on Form 8-A filed with the
Commission on March 8, 2000 under the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document all or a portion
of which is incorporated or deemed to be incorporated be reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or
II-1
<PAGE>
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Bermuda company. Section 98 of the Companies
Act 1981 of Bermuda (the "Act") provides generally that a Bermuda company
may indemnify its directors, officers and auditors against any liability
which by virtue of rule of law otherwise would be imposed on them, except
in cases where such liability arises from fraud or dishonesty of which such
director, officer or auditor may be guilty in relation to the company.
Section 98 further provides that a Bermuda company may indemnify its
directors, officers and auditors against any liability incurred by them in
defending any proceedings, whether civil or criminal, in which judgment is
awarded in their favor or they are acquitted or granted relief by the
Supreme Court of Bermuda in certain proceedings arising under Section 281
of the Act.
Section 30 of the Registrant's bye-laws provides that: (a) the
directors, officers and employees of the Registrant shall be indemnified
out of the funds of the Registrant from and against (and the agents of the
Registrant may be indemnified from and against) all actions, costs,
charges, losses, damages and expenses which they shall incur by reason of
any act done in connection with their duty as a director, officer employee
or agent of the Registrant, provided that this indemnity shall not extend
to any matter prohibited by the Act, and (b) expenses will be paid in
advance of the final disposition of any action upon receipt of an
undertaking to repay such amounts if it is ultimately determined that they
are not entitled to indemnification.
Section 31 of the Registrant's bye-laws provides that each
shareholder agrees to waive any claim or right of action such shareholder
might have against any director or officer on account of any action taken
by such director or officer, or the failure of such director or officer to
take any action in the performance of his or her duties with or for the
Registrant, provided that such waiver does not extend to any matter in
respect of any fraud or dishonesty that may attach to such director or
officer.
The Registrant also maintains insurance on its directors and
officers, which covers liabilities under the federal securities laws,
excluding losses arising from any claim relating to any deliberately
dishonest or fraudulent act or omission, any criminal or malicious act or
omission, any willful violation of law or any accounting for profits for
the purchase or sale of securities of the Registrant within the meaning of
Section 16(b) of the Exchange Act.
II-2
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index, which is incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the registration statement (or
the most recent post-effective
amendment thereof) which, individually
or in the aggregate, represent a
fundamental change in the information
set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of distribution
not previously disclosed in the
registration statement or any material
change to such information in the
registration statement;
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in
a post-effective amendment by those
paragraphs is contained in periodic reports
filed with or furnished to the Commission
by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are
incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each
such post-effective amendment shall be
deemed to be a new registration statement
relating to the securities offered therein,
and the offering of such securities at that
time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the
securities being registered which remain
unsold at the termination of the offering.
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<PAGE>
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hamilton, Bermuda, on March 29, 2000.
EVEREST RE GROUP, LTD.
By: /s/ Joseph V. Taranto
-------------------------------------
Joseph V. Taranto
Chairman and Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Joseph V. Taranto and Stephen L. Limauro, or either of them, such
person's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the 29 day of March, 2000.
Signature Position
---------- --------
/s/ Joseph V. Taranto Chairman, Chief Executive Officer
- ---------------------------------- and Director
Joseph V. Taranto (Principal executive officer)
/s/ Stephen L. Limauro Senior Vice President, Comptroller,
- ---------------------------------- Treasurer and Chief Financial Officer
Stephen L. Limauro (Principal financial officer and
principal accounting officer)
<PAGE>
Signature Position
--------- --------
/s/ Martin Abrahams
- ----------------------------- Director
Martin Abrahams
/s/ Kenneth J. Duffy
- ----------------------------- Director
Kenneth J. Duffy
/s/ John R. Dunne
- ----------------------------- Director
John R. Dunne
/s/ Thomas J. Gallagher
- ----------------------------- Director
Thomas J. Gallagher
/s/ William F. Galtney
- ----------------------------- Director
William F. Galtney
/s/ Stephen L. Limauro Senior Vice President,
- ----------------------------- Comptroller, Treasurer
Stephen L. Limauro and Chief Financial Officer
(Principal representative in
the United States)
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
4.1 Memorandum of Association of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 datedecember 22, 1999 (File No. 333-87361))
4.2 Bye-Laws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999 (File No. 1-15731))
4.3 Amended 1995 Stock Incentive Plan (incorporated by reference to
Exhibit 10.3 to Everest Holdings' Annual Report on Form 10-K for
the year ended December 31, 1995 (File No. 1-14527))
4.4 Specimen Common Share Certificate of the Registrant (incorporated
by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-4 dated December 22, 1999 (File No. 333-87361))
5.1 Opinion of Conyers Dill & Pearman re legality
23.1 Consent of Conyers Dill & Pearman (included in its opinion filed
as Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of attorney (included in signature pages)
Exhibit 5.1
[LETTERHEAD OF CONYERS DILL & PEARMAN]
SCT/pyb/316175/d532562
March 29, 2000
Everest Re Group, Ltd.
c/o ABG Financial & Management Services Inc.
Parker House
Wildey Business Park, Wildey Road
St. Michael, Barbados
Dear Sirs
Everest Re Group, Ltd. (the "Company")
We have acted as special legal counsel in Bermuda to Everest Re Group,
Ltd., a Bermuda company (the "Company"), in connection with the
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of
the Company (Registration No. 333-05771) and the Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 (Registration No. 333-1972)
(collectively, the "Amendments"), filed today with the Securities and
Exchange Commission under the United States Securities Act of 1933, as
amended (the "Act") with respect to the adoption by the Company,
respectively, of the 1995 Stock Option Plan for Non-Employee Directors and
the 1995 Stock Incentive Plan (collectively, the "Plans") of Everest
Reinsurance Holdings, Inc., a Delaware corporation ("Holdings"), such
filings being pursuant to Rule 414 promulgated under the Act, as a
successor issuer to Holdings.
For the purposes of giving this opinion, we have examined the following
documents:-
(i) the Amendments (excluding the documents incorporated by reference
therein and the exhibits and schedules thereto whether or not
specifically referred to therein); and
(ii) facsimile copies of the Plans.
<PAGE>
Everest Re Group, Ltd. - Conyers Dill & Pearman Opinion 29 March 2000
Page 2
The documents listed in items (i) through (ii) above are herein sometimes
collectively referred to as the "Documents".
We have also reviewed and have relied upon the Memorandum of Association
and the Bye-laws of Company (certified by the Secretary of the Company on
March 29, 2000), minutes of a meeting of the Company's board of Directors
held on 21 January, 2000 and the Unanimous Written Resolutions of the
Member dated 21 January, 2000 (certified by the Secretary of the Company on
March 29, 2000 and referred to herein as the "Minutes"), correspondence on
behalf of the Company with the Bermuda Monetary Authority whereby the
Bermuda Monetary Authority has granted certain permissions, inter alia, for
the issue (and subsequent transfer) of 200,000,000 of the Company's Common
Shares (as defined below) including options and warrants for such Common
Shares (subject to conditions expressed in such correspondence) and such
other documents and made such enquiries as to questions of Bermuda law as
we have deemed necessary in order to render the opinions set forth below.
We have assumed:
(a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not
certified) of all documents examined by us and the authenticity
and completeness of the originals from which such copies were
taken;
(b) the accuracy and completeness of all factual representations made
in the Documents and other documents reviewed by us;
(c) that the resolutions contained in the Minutes remain in full force
and effect and have not been rescinded or amended;
(d) that none of the Company's Common Shares will be issued for less than
par value;
(e) that there is no provision of the law of any jurisdiction, other
than Bermuda, which would have any implication in relation to the
opinions expressed herein;
(f) that there will be a committee (as defined in the 1995 Stock
Incentive Plan) appointed to administer the 1995 Stock Incentive
Plan and there are no terms of any agreement entered into
pursuant to the Plans and no other action taken by the said
committee in respect of the 1995 Stock Incentive Plan or the
Board of Directors of the Company in respect of the 1995 Stock
Option Plan for Non-employee Directors and there is nothing
contained in those documents incorporated by reference in the
Amendments and in the exhibits and schedules to the Amendments
which would have any implication in relation to the opinions
expressed herein;
<PAGE>
Everest Re Group, Ltd. - Conyers Dill & Pearman Opinion 29 March 2000
Page 3
(g) that all options granted pursuant to the Plans will have been
granted and exercised in accordance with the terms thereof and in
the event of a cashless exercise of an option, such would not be
in contravention of section 42A of the Companies Act 1981;
(h) that the issue and transfer of the Company's Common Shares or
options or warrants for any of the Company's Common Shares comply
at all times with the permissions already obtained from the
Bermuda Monetary Authority; and
(i) that no Common Shares of the Company shall be issued pursuant to
the Plans in contravention of Bye-law 53 (a) and (c) of the
Bye-laws of the Company.
The obligations of the Company under the Plans:
(1) will be subject to the laws from time to time in effect relating
to bankruptcy, insolvency, liquidation, possessory liens, rights
of set off, reorganisation, amalgamation, moratorium or any other
laws or legal procedures, whether of a similar nature or
otherwise, generally affecting the rights of creditors;
(2) will be subject to statutory limitation of the time within which
proceedings may be brought;
(3) will be subject to general principles of equity and, as such,
specific performance and injunctive relief, being equitable remedies,
may not be available; and
(4) may not be given effect to by a Bermuda court, whether or not it
was applying the Delaware Law, if and to the extent they
constitute the payment of an amount which is in the nature of a
penalty and not in the nature of liquidated damages.
"Non-assessability" is not a legal concept under Bermuda law, but when we
describe the Company's Common Shares, par value US$0.01 per share (the
"Common Shares"), as being "non-assessable" herein we mean, subject to any
contrary provision in any agreement between the Company and any one of its
shareholders holding any of the Common Shares (but only with respect to
such shareholder), that no further sums are payable with respect to the
holding of such Common Shares and the shareholder shall not be bound by an
alteration in the Memorandum of Association or the Bye-laws of the Company
after the date upon which it became a shareholder if and so far as the
alteration requires such shareholder to take or subscribe for additional
Common Shares or in any way increases its liability to contribute to the
share capital of, or otherwise pay money to, the Company. However, it
should be noted that the limited liability of shareholders will be subject
to the common law doctrine of "piercing the corporate veil".
<PAGE>
Everest Re Group, Ltd. - Conyers Dill & Pearman Opinion 29 March 2000
Page 4
We have made no investigation of and express no opinion in relation to the
laws of any jurisdiction other than Bermuda. This opinion is to be governed
by and construed in accordance with the laws of Bermuda and is limited to
and is given on the basis of the current law and practice in Bermuda. This
opinion is not to be relied upon in respect of any matter other than the
Amendments and the Plans.
On the basis of, and subject to, the foregoing, we are of the opinion that:
1. The issuance of the Common Shares pursuant to the Plans will have
been duly authorised in accordance with the Memorandum of
Association and Bye-laws of the Company.
2. When issued and paid for as contemplated by the Amendments and the
Plans, the Common Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Amendments.
Yours faithfully,
CONYERS DILL & PEARMAN
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 9, 2000 except for
Notes 1 and 15, as to which the date is March 14, 2000, relating to the
financial statements and financial statement schedules of Everest Reinsurance
Holdings, Inc., which appears in Everest Re Group, Ltd. (successor
registrant to Everest Reinsurance Holdings, Inc.) Annual Report on Form
10-K for the year ended December 31, 1999.
PricewaterhouseCoopers LLP
New York, New York
March 28, 2000
