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As filed with the Securities and Exchange Commission on July 5, 1995.
Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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GENERAL RE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of incorporation or organization)
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06-1026471
(I.R.S. Employer Identification No.)
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695 East Main Street
Stamford, Connecticut 06904
(Address, including zip code, of Principal Executive Offices)
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SHARES ISSUABLE UNDER THE STOCK OPTION PLAN OF THE
GENERAL RE CORPORATION
1995 LONG-TERM COMPENSATION PLAN
(Full title of the plans)
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Charles F. Barr
Secretary
General Re Corporation
695 East Main Street
Stamford, Connecticut 06904
(203) 328-5000
(Name, address and telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed Proposed
maximum maximum
Title of Amount to offering aggregate Amount of
securities to be be Regis- price per offering registration
registered tered(1) Share(2) price fee
- ---------------- ---------- ----------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, par value 4,000,000 shares $133.54 $534,171,200 $184,196.97
$.50 per share
Total Fee $184,196.97
</TABLE>
- -----------------------------
(1) Pursuant to Rule 416(a), the number of shares being registered
shall be adjusted to include any additional shares which may
become issuable as a result of stock splits, stock dividends,
or similar transactions in accordance with anti-dilution
provisions of the plan.
(2) Computed pursuant to Rules 457(c) and (h) based on the average
of the high and low prices of the registrant's Common Stock as
reported on the New York Stock Exchange on July 3, 1995.
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PART II
INFORMATION REQUIRED IN REGISTRATION
STATEMENT AND NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents of General Re Corporation, a Delaware
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this registration
statement:
(a) The Company's Annual Report on Form 10-K (File No.
1-8026), filed with the Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on March 10,
1995.
(b) The Company's Current Report on Form 8-K, dated December
28, 1994 and filed with the Commission pursuant to Section 13(a) or 15(d) of
the Exchange Act on January 12, 1995, and as amended on Form 8-K/A filed with
the Commission on March 13, 1995.
(c) The Company's Current Report on Form 8-K, filed with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, on February
24, 1995.
(d) The Company's Current Report on Form 8-K, filed with
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, on March 31,
1995.
(e) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1994, filed with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act on May 15, 1995.
(f) The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form 8-A (Registration
Number 1-8026), filed with the Commission on October 3, 1980.
All reports and other documents subsequently filed by the
Company 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 by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated in this
registration statement by reference shall be deemed to be modified or
superseded for the purpose of this registration statement to the extent that a
statement contained in this
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registration statement or in any other subsequently filed document which also
is or is deemed to be incorporated in this registration statement by reference
modifies or replaces such 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 Certificate of Incorporation of the Company contains a
provision limiting the liability of directors for breach of fiduciary duty to
the Company or its stockholders except for liability (i) for breach of a
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware
General Corporation Law or (iv) for any transaction from which the director
derived an improper personal benefit.
Section 145 of Title 8 of the Delaware General Corporation Law
empowers the Company to indemnify a director or officer in any action against
him, by reason of the fact that he is a director or officer, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement by
him if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the Company, and, with respect to an
action by or in the right of the Company, he is not adjudged to be liable for
negligence or misconduct in the performance of his duty to the Company.
Article V of the By-Laws of the Company provides, in detail,
for the indemnification of directors and officers of the Company to the full
extent permitted under said Section 145 of Title 8 of the Delaware General
Corporation Law.
The Company maintains, on behalf of its directors and
officers, insurance protection against certain liabilities arising out of the
discharge of their duties, as well as insurance covering the Company for
indemnification payments made to its directors and officers for certain
liabilities. The premiums for such insurance are paid by the Company.
The Board of Directors has approved, and the Company has
entered into, certain agreements (the "Indemnification Agreements") with its
directors and certain of its officers. In addition, the Board has authorized
the Company to enter into similar agreements with future directors and officers
and has
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declared it the policy of the Company to enter into such agreements.
Each Indemnification Agreement provides, in effect, that the
Company shall indemnify the director or officer whenever the Company is legally
permitted to do so. Directors and officers must be found to have met the
relevant standards of conduct to be entitled to indemnification. If, pursuant
to the Indemnification Agreements or otherwise, the Company is required to make
payments in respect of its indemnification obligations in excess of or not
covered by the Company's officers' and directors' liability insurance, such
payments could materially adversely affect the Company's stockholders' equity.
Item 7. Exemption from Registration
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.1 The Restated Certificate of Incorporation of the
Company, as amended, is incorporated by reference
from the Company's Annual Report on Form 10-K
(File No. 1-8026) for the fiscal year ended
December 31, 1987.
4.2 The By-Laws of the Company, as amended, included
in Exhibit 3(b) to the Company's Report on Form 8-K
filed on February 24, 1995, is hereby
incorporated herein by reference.
4.3 Rights Agreement of the Company, dated as of
September 11, 1991 between the Company and the
Bank of New York, as Rights Agent is incorporated
by reference from the Company's Annual Report on
Form 10-K (File No. 1-8026) for the fiscal year
ended December 31, 1994.
5 Opinion of Morgan, Lewis & Bockius with respect to
legality.
</TABLE>
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<TABLE>
<S> <C>
15 Not applicable.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morgan, Lewis & Bockius (included in
its opinion with respect to legality).
24 Not applicable.
27 Not applicable.
28 Combined Domestic Property/Casualty Insurance
Companies Schedule P is hereby incorporated by
reference from the Company's Form S-E filed on
March 10, 1995.
99 Not applicable.
</TABLE>
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;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of this 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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this 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
this registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final adjudication of such
issue.
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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 the City of Stamford, State of Connecticut, on June 29,
1995.
GENERAL RE CORPORATION
By:/s/ Ronald E. Ferguson
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Ronald E. Ferguson
President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Ronald E. Ferguson President, Chief Executive Officer, June 29, 1995
- ------------------------ Director and Chairman
Ronald E. Ferguson
/s/ Joseph P. Brandon Vice President and June 29, 1995
- ------------------------ Chief Financial
Joseph P. Brandon Officer
/s/ Elizabeth A. Monrad Corporate Controller June 29, 1995
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Elizabeth A. Monrad
/s/Lucy W. Benson Director June 30, 1995
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Lucy W. Benson
/s/ John C. Etling Director June 29, 1995
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John C. Etling
/s/ Walter F. Williams Director June 30, 1995
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Walter F. Williams
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ David E. McKinney Director July 1, 1995
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David E. McKinney
/s/ Stephen A. Ross Director July 1, 1995
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Stephen A. Ross
/s/ Edward H. Malone Director June 30, 1995
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Edward H. Malone
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
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4.1 The Restated Certificate of Incorporation of the
Company, as amended, is incorporated by reference
from the Company's Annual Report on Form 10-K
(File No. 1-8026) for the fiscal year ended
December 31, 1987.
4.2 The By-Laws of the Company, as amended, included
in Exhibit 3(b) to the Company's Report on Form
8-K filed on February 24, 1995, is hereby
incorporated herein by reference.
4.3 Rights Agreement of the Company, dated as of
September 11, 1991 between the Company and the
Bank of New York, as Rights Agent is incorporated
by reference from the Company's Annual Report on
Form 10-K (File No. 1-8026) for the fiscal year
ended December 31, 1994.
5 Opinion of Morgan, Lewis & Bockius with respect
to legality.
15 Not applicable.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Morgan, Lewis & Bockius (included in
its opinion with respect to legality).
24 Not applicable.
27 Not applicable.
28 Combined Domestic Property/Casualty Insurance
Companies Schedule P is hereby incorporated by
reference from the Company's Form S-E filed on
March 10, 1995.
99 Not applicable.
</TABLE>
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EXHIBIT 5
July 5, 1995
General Re Corporation
695 East Main Street
Stamford, Connecticut 06904
Re: Registration Statement on Form S-8 of
General Re Corporation Relating to the Issuance
of Shares of Common Stock Pursuant to the 1995
Long-Term Compensation Plan
Ladies and Gentlemen:
We have acted as counsel to General Re Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the offering of up
to 4,000,000 shares of the Company's Common Stock, par value $.50 per share
(the "Common Stock"), to be issued pursuant to the provisions of the General Re
Corporation 1995 Long-Term Compensation Plan (the "Plan"). We have examined
such records, documents, statutes and decisions as we have deemed relevant in
rendering this opinion.
In our opinion, the shares of the Common Stock to be issued pursuant to
the provisions of the Plan will be, when issued in accordance with the terms of
such Plan, validly issued, fully paid and nonassessable shares of the Common
Stock of the Company.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, we do not thereby admit that
we are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Commission thereunder.
Very truly yours,
Morgan, Lewis & Bockius
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
General Re Corporation and subsidiaries on Form S-8 of our report dated
February 6, 1995, on our audits of the consolidated financial statements and
financial statement schedules of General Re Corporation and subsidiaries as of
December 31, 1994 and 1993, and for the years ended December 31, 1994, 1993 and
1992, which report is included in the Annual Report on Form 10-K.
COOPERS & LYBRAND LLP
New York, New York
June 30, 1995
