As filed with the Securities and Exchange Commission on
October 3, 1996
Registration No. -
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
General Re Corporation
(Exact name of Registrant as specified in its charter)
Delaware
6719
06-1026471
(State or other jurisdiction of incor-
poration or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer Identification No.)
695 East Main Street
Stamford, Connecticut 06904
(203) 328-5000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
NATIONAL RE HOLDINGS CORP. 1991 STOCK INCENTIVE PLAN
NATIONAL RE CORPORATION 1995 STOCK INCENTIVE PLAN
(Full titles of the plans)
Charles F. Barr, Esq.
Vice President, General Counsel and Secretary
General Re Corporation
695 East Main Street
Stamford, Connecticut 06904
(203) 328-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
James C. Freund, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered (1)
Common Stock, $.50 par value per share
Amount to be Registered (2)
450,000 shares
Proposed Maximum Offering Price Per Share(3)
$142.25
Proposed Maximum Aggregate Offering Price (3)
$64,012,500
Amount of Registration Fee
$19,398
(1) This Registration Statement also pertains to the associated
preferred stock purchase rights issued pursuant to a Rights
Agreement, dated as of September 11, 1991, between the
Registrant and The Bank of New York, as Rights Agent.
(2) Plus an indeterminate number of additional shares which
may be offered and issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of computing the
registration fee and computed in accordance with Rule 457(c)
under the Securities Act of 1933, as amended.
Part II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
INTRODUCTORY STATEMENT
Pursuant to the consummation of the transactions
contemplated by the Agreement and Plan of Merger, dated as of
July 1, 1996, by and among General Re Corporation, a Delaware
corporation ("General Re" or the "Company"), N Acquisition
Corporation, a Delaware corporation and a wholly-owned
subsidiary of General Re ("N Acquisition"), and National Re
Corporation, a Delaware corporation ("National Re"), National
Re will be merged with and into N Acquisition. In connection
with the Merger, General Re will assume the obligations under
the National Re Holdings Corp. 1991 Stock Incentive Plan
and the National Re Corporation 1995 Stock Incentive Plan.
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed with the Securities
and Exchange Commission (the "Commission") by General Re
(Commission file number 1-8026) pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this Registration Statement:
(1) General Re's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995;
(2) General Re's 1996 Proxy Statement;
(3) General Re's Quarterly Reports on Form 10-Q
for the quarterly periods ended March 31, 1996 and June 30, 1996;
(4) General Re's Current Report on Form 8-K,
dated July 19, 1996;
(5) The description of capital stock of General
Re, including General Re Common Stock and General Re Preferred
Stock Purchase Rights, that is contained in General Re's Form 8-A,
dated October 3, 1980, and General Re's Form 8-A, dated
September 18, 1991, filed under the Exchange Act, including all
amendments or reports filed for purpose of updating such
description;
(6) General Re's Registration Statement on
Form S-4, filed with the Commission on August 23, 1996
(Registration No. 333-10731), as amended by Pre-Effective
Amendment No. 1, dated August 27, 1996; and
(7) All other documents filed by General Re
pursuant to Section 13(a) or 15(d) of the Exchange Act since
December 31, 1995.
All documents subsequently filed by General Re
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement and, prior to the
filing of a post-effective amendment that indicates that the
securities offered hereby have been sold or which deregisters the
securities offered hereby then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and to be a part hereof commencing on the respective dates on
which such documents are filed. Any statement contained herein
or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded
for purposes hereof or of the related prospectus to the extent
that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be
incorporated herein modifies or superseded such statement.
Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Certain information contained in this Registration
Statement summarizes, is based upon or refers to information
contained in one or more exhibits to this Registration Statement.
Accordingly, the information contained herein is qualified in its
entirety by reference to such documents and should be read in
conjunction therewith.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the General Re Common Stock
offered hereby and certain legal matters with respect to the
General Re Common Stock will be passed upon for General Re
by Charles F. Barr, Esq., Vice President, General Counsel and
Secretary of General Re. Mr. Barr is an officer of General Re
and beneficially owns 1,528 shares of General Re Common Stock
and 129 shares of General Re Series A ESOP Convertible
Preferred Stock.
The consolidated financial statements and schedules
of General Re as of December 31, 1995 and 1994 and for each of
the three years in the period ended December 31, 1995,
incorporated herein by reference from the General Re Annual
Report on Form 10-K for the fiscal year ended December 31, 1995,
have been incorporated by reference herein in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given on
the authority of that firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the DGCL
empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful.
Subsection (b) of Section 145 of the DGCL
empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he acted
in any of the capacities set forth above, against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if
he acted under similar standards, except that no indemnification
may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the
court in which action or suit was brought shall determine upon
applicable that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which
the Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that to
the extent that a director or officer of a corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a) and (b) of Section
145, or in the defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith; that
indemnification provided by, or granted pursuant to, Section
145 shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled; and empowers the
corporation to purchase and maintain insurance on behalf of any
person who is or was serving at the request of the corporation as
a director, officer, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him
against such liabilities under Section 145 of the DGCL.
Article V of the General Re By-laws provides, in
detail, for the indemnification of directors, officers and employees
of General Re to the fullest extent permitted under Section 145 of
the DGCL.
As permitted by the DGCL, the General Re
Certificate contains a provision limiting the liability of directors
for breach of fiduciary duty to General Re or its stockholders
except for liability (i) for breach of the director's duty of loyalty
to General Re or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper
personal benefit.
General Re carries policies of insurance which
cover the individual directors and officers of General Re and its
domestic subsidiaries for legal liability, as provided in the By-laws,
and which would pay on behalf of General Re for expenses of
indemnification of directors and officers in accordance with the
By-laws.
The General Re Board has approved, and General
Re has entered into, certain indemnification agreements (the
"Indemnification Agreements") with its directors and certain of
its officers (the "Indemnitee"). In addition, the General Re
Board has authorized General Re to enter into similar agreements
with future directors and officers and has declared it the policy of
General Re to enter into such agreements.
Each Indemnification Agreement provides, in
effect, that General Re shall indemnify the Indemnitee whenever
General Re is legally permitted to do so. The Indemnitee must be
found to have met the relevant standards of conduct to be entitled
to indemnification. Each Indemnification Agreement sets forth
the specific procedure to be followed in making such determination
and provides that General Re is obligated to advance expenses
incurred by the Indemnitee in connection with any action as they
are incurred and prior to the final adjudication of the action,
provided that the Indemnitee undertakes to repay such amounts
if it is ultimately determined that he is not entitled to be indemnified
for such expenses. The Indemnitee is not entitled to indemnification
or advancement of expenses under the Indemnification Agreement
with respect to any claim or proceeding brought or made by the
Indemnitee against General Re except for claims to enforce the
Indemnification Agreement.
If, pursuant to the Indemnification Agreement or
otherwise, General Re is required to make payments in respect of
its indemnification obligations in excess of, or not covered by,
General Re's officers' and directors' liability insurance, such
payments, depending on the amount, could adversely affect
General Re.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of General Re pursuant to the foregoing
provisions or otherwise, General Re 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 of General Re
of expenses incurred or paid by directors, officers and controlling
persons of General Re in the successful defense of any action,
suit or proceeding) is asserted by such directors, officers and
controlling persons in connection with the securities being
registered, General Re will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of competent jurisdiction the question whether such
indemnification by it is against the public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is hereby incorporated by reference
herein.
Item 9. Undertakings.
(a) The undersigned 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 (the "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 by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any
liability under the 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.
(4) That, for purposes of determining any
liability under the Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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.
(5) Insofar as indemnification for liabilities
arising under the Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, General Re Corporation 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
the 3rd day of October, 1996.
GENERAL RE CORPORATION
(Registrant)
By: /s/ CHARLES F. BARR
Name: Charles F. Barr
Title: Vice President, General Counsel
and Secretary
We, the undersigned officers and directors of
General Re Corporation, hereby severally constitute Joseph P.
Brandon and Charles F. Barr and each of them or any one of
them, our true and lawful attorneys, with full power of substitution
and resubstitution, with full power to sign for us and in our
names, in the capacities indicated below, any and all amendments
to this Registration Statement, and generally do all such things in
our name and on our behalf in such capacities to enable General Re
Corporation to comply with the applicable provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys,
or either of them, or their substitutes, to any and all such
amendments.
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has been signed
by the following persons in the capacities and on the dates
indicated.
Signature
Title
Date
/S/ RONALD E. FERGUSON
Ronald E. Ferguson
Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)
October 3, 1996
/S/ JOSEPH P. BRANDON
Joseph P. Brandon
Vice President and Chief
Financial Officer
(Principal Financial Officer)
October 3, 1996
/S/ ELIZABETH A. MONRAD
Elizabeth A. Monrad
Vice President and Treasurer
(Principal Accounting Officer)
October 3, 1996
Andrew W. Mathieson
Director
David E. McKinney
Director
/S/ STEPHEN A. ROSS
Stephen A. Ross
Director
October 3, 1996
/S/ DONALD J. KIRK
Donald J. Kirk
Director
October 3, 1996
Edward H. Malone
Director
/S/ WALTER M. CABOT
Walter M. Cabot
Director
October 3, 1996
/S/ LUCY WILSON BENSON
Lucy Wilson Benson
Director
October 3, 1996
/S/ WILLIAM C. FERGUSON
William C. Ferguson
Director
October 3, 1996
/S/ KAY KOPLOVITZ
Kay Koplovitz
Director
October 3, 1996
/S/ WALTER F. WILLIAMS
Walter F. Williams
Director
October 3, 1996
EXHIBIT INDEX
Exhibit
Number
Description
Page
3.1
Restated Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for its fiscal year ended December 31, 1987).
3.2
By-laws of the Registrant, as amended and restated (incorporated
by reference to Exhibit 3(b) to the Registrant's Current Report on
Form 8-K filed with the Commission on February 24, 1995).
4.1
Rights Agreement, dated as of September 11, 1991, between the
Registrant and The Bank of New York, as Rights Agent
(incorporated by reference to the Registrant's Form 8-A dated
September 18, 1991).
*5.1
Opinion and Consent of Charles F. Barr, Esq. with respect to the
legality of the securities being registered hereby.
*23.1
Consent of Charles F. Barr, Esq. (contained in the opinion in
Exhibit 5.1 above).
*23.2
Consent of Coopers & Lybrand L.L.P.
*24.1
Powers of Attorney (included on the signature page of this
Registration Statement).
* Filed Herewith
Exhibit 5.1
General Re Corporation
695 East Main Street
Stamford, CT 06904
October 3, 1996
General Re Corporation
695 East Main Street
Stamford, CT 06904
Dear Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of
General Re Corporation (the "Company" or General Re"). This
opinion is being delivered in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of the
Company filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act") and
the rules and regulations promulgated thereunder (the "Rules").
The Registration Statement relates to the shares of Common Stock,
par value $.50 per share, of the Company (the "Shares") and the
related preferred stock purchase rights (the "Rights") to be issued
with the Shares pursuant to the Rights Agreement (the "Rights
Agreement"), dated as of September 11, 1991, by and between the
Company and The Bank of New York, as Rights Agent, each of
which is to be issued in connection with the National Re
Corporation 1995 Stock Incentive Plan and the National Re
Holdings Corp. 1991 Stock Incentive Plan (collectively, the "Plans").
The Plans will be assumed by the Company in connection with the
merger of National Re Corporation ("National Re") with and into
N Acquisition Corporation, a wholly owned subsidiary of the
Company ("Sub").
In connection with rendering this opinion, I have examined
and am familiar with originals or copies, certified or otherwise
identified to my satisfaction, of such documents as I have deemed
necessary or appropriate as a basis for the opinion set forth herein,
including, without limitation, (i) the Registration Statement; (ii) the
Restated Certificate of Incorporation of General Re, as amended;
(iii) the By-laws of General Re, as amended and restated; (iv) the
Rights Agreement; (v) the Agreement and Plan of Merger, dated
as of July 1, 1996, by and among the Company, National Re and
Sub; (vi) resolutions of the Board of Directors of General Re
relating to the transactions contemplated by the Registration
Statement; (vii) a specimen certificate evidencing the General
Re Common Stock; and (viii) such other certificates, instruments
and documents as I considered necessary or appropriate for the
purposes of this opinion.
In my examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the
originals of such copies. In making my examination of documents
executed by parties other than General Re, I have assumed that
such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and also have assumed the due
authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the
validity and binding effect thereof. As to any facts material to the
opinion expressed herein which I have not independently established
or verified, I have relied upon statements and representations of
officers and other representatives of General Re and others.
In connection with the Rights, I note that other large
publicly held corporations chartered in Delaware have adopted
rights agreements and issued rights similar to the Rights Agreement
and the Rights. In addition, I note that the Rights would operate
in a way similar to rights issued by numerous other corporations
incorporated in Delaware and in other states.
For purposes of this opinion I have assumed that the Board
of Directors of the Company, after fully informing itself with
respect to the Rights Agreement and the Rights and after giving
due consideration to all relevant matters, determined that the
execution and delivery of the Rights Agreement and the issuance
of the Rights thereunder would be in the best interests of the
Company and its shareholders, that such action by the Board of
Directors was not contrary to its fiduciary obligations and that the
Rights Agreement has been duly authorized, executed and delivered
by the Rights Agent.
The opinion set forth below with respect to the Rights is
limited to the authorization of the Rights Agreement by the Board
of Directors and the issue of Rights pursuant to the Rights
Agreement, and does not extend to any subsequent action or
inaction by the Board of Directors with respect to the Rights
Agreement, including any decision relating to redemption of the
Rights or amendment of the Rights Agreement, which would need
to be evaluated in light of all relevant facts, circumstances and legal
precedents applicable at that time.
I am a member of the bars of the State of Connecticut
and the State of Massachusetts. The opinion set forth below is
restricted to matters controlled by federal law and the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, including the
factual background, assumptions and limitations referred to
above, I am of the opinion that:
1. The Shares have been duly authorized and, when delivered
against payment in full therefore in accordance with the terms
of the Plans, will be legally issued, fully paid and nonassessable;
and
2. The Rights, when issued in accordance with the terms of
the Plans and the Rights Agreement, will be validly issued.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to my name
under the caption "Interests of Named Experts and Counsel" in
the Registration Statement. In giving this consent, I do not
hereby agree that I come within the category of persons whose
consent is required by the Act or the Rules.
Very truly yours,
/s/ CHARLES F. BARR
Charles F. Barr
Vice President, General Counsel
and Secretary
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of General Re Corporation (the "Company")
on Form S-8, dated October 3, 1996, of our report dated February
6, 1996, on our audits of the consolidated financial statements and
schedules of the Company as of December 31, 1995 and 1994,
and for each of the three years in the period ended December
31, 1995, which report is included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
We also consent to the reference to our firm under the caption
"Experts".
COOPERS & LYBRAND L.L.P.
October 1, 1996
New York, New York
