SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
October 3, 1996
GENERAL RE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8026 06-1026471
(State or Other Jurisdiction (Commission
(IRS Employer of Incorporation) File Number) Identification No.)
Financial Centre, P.O. Box 10350, Stamford, Connecticut 06904-2350
(Address of Principal Executive Offices) (Zip Code)
(203) 328-5000
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On October 3, 1996, pursuant to the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of July
1, 1996, by and among General Re Corporation, a Delaware
corporation ("General Re"), N Acquisition Corporation, a
Delaware corporation and a wholly owned subsidiary of
General Re ("Sub"), and National Re Corporation, a former
Delaware corporation ("National Re"), National Re was
merged with and into Sub (the "Merger") with Sub as the
surviving corporation. Immediately following the Merger,
the name of the surviving corporation was changed to
"National Re Corporation". As a result of the Merger,
each share of National Re common stock, no par value per
share (the "Shares"), was converted into the right to receive,
in accordance with the elections filed by the stockholders
of National Re, (a) $53.00 per Share in cash, without
interest thereon, or (b) .37262 shares of General Re's
common stock, par value $.50 per share, for each Share.
Stockholders of National Re who did not submit valid
elections will be entitled to receive .37262 shares of
General Re's common stock for each Share.
A copy of the press release issued by General Re
announcing the consummation of the Merger is attached
hereto as Exhibit 99.1 and is incorporated herein by
reference in its entirety.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
99.1 Text of Press Release issued by General Re
Corporation on October 3, 1996 announcing the
consummation of the Merger.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: October 3, 1996
GENERAL RE CORPORATION
By: /s/ ELIZABETH A. MONRAD
Elizabeth A. Monrad
Vice President and Treasurer
EXHIBIT INDEX
Exhibit Description
99.1 Text of Press Release issued by
General Re Corporation on October 3, 1996 announcing
the consummation of the Merger.
Exhibit 99.1
News Release
For more information, call:
For Immediate Release
October 3, 1996
Katherine E. Stallfort
(203) 328-5780
Deborah C. Nelson
(203) 328-6448
GENERAL RE CORPORATION REPORTS
CLOSING ON NATIONAL RE CORPORATION
ACQUISITION
Stamford, CT, October 3, 1996
GENERAL RE CORPORATION announces today that it has
completed its acquisition of National Re Corporation.
Commenting on the closing, Ronald E. Ferguson, General
Re's Chairman and Chief Executive Officer, said, "I am
pleased that the transaction has closed so that we can move
ahead with combining our operations with National Re's.
All of us at General Re welcome our new colleagues and
clients, and we enthusiastically look forward to working
together." As previously disclosed, each shareholder of
National Re common stock will receive, depending
upon the shareholder's election, either $53 in cash or .37262
shares of General Re common stock for each National Re
share. Approximately 35% of National Re shareholders
elected to receive cash, and the remaining 65% will receive
shares of General Re common stock. General Re will
issue approximately 4,026,000 shares of common stock
as a result of these elections and will pay cash consideration
totalling approximately $308 million.General Re Corporation
is a holding company for global reinsurance and related risk
assessment, risk transfer and risk management operations.
General Re owns General Reinsurance Corporation, the
largest professional property/casualty reinsurer domiciled
in the United States, and also holds a controlling interest in
Kolnische Ruckversicherungs-Gesellschaft AG (Cologne
Re), a major international reinsurer. In addition, General
Re writes excess and surplus lines insurance through
General Star Management Company, provides alternative
risk solutions through Genesis Underwriting Management
Company and provides reinsurance brokerage
services through Herbert Clough Inc. General Re also
operates as a dealer in the swap and derivatives markets
through General Re Financial Products Corporation. In
addition, General Re provides investment management
services through General Re-New England Asset
Management, Inc.National Re Corporation, through its
wholly owned subsidiary, National Reinsurance
Corporation, provides property and casualty reinsurance
to insurers on a direct basis. Headquartered in Stamford,
Connecticut, National Re has eight domestic offices serving
clients nationwide and international offices in Canada and
the United Kingdom.
