Rule 424(b)(3)
Reg. No. 33-16994
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 3, 1992)
GENERAL RE CORPORATION
DIVIDEND REINVESTMENT PLAN
General Re Corporation (the "Corporation") hereby offers participation
in its Dividend Reinvestment Plan (the "Plan"). The Plan provides holders of
record of shares of the Corporation's Common Stock, $.50 par value (the "Common
Stock"), with a convenient and economical way to purchase additional shares of
Common Stock without fees of any kind. Any holder of record of shares of Common
Stock is eligible to join the Plan.
Participants in the Plan may:
Automatically reinvest cash dividends on all shares of Common Stock
registered in their names.
Automatically reinvest cash dividends on less than all their shares of
Common Stock and continue to receive cash dividends on their remaining
shares of Common Stock.
Invest by making optional cash payments, at any time in any amount, up
to a total of $10,000 per calendar quarter, whether or not any
dividends on their shares of Common Stock are being reinvested.
The price of shares of Common Stock purchased under the Plan will be
either (a) if purchased from the Corporation, the average of the high and low
sale prices of the shares of Common Stock, as reported on The New York Stock
Exchange (the "NYSE") consolidated tape, on the relevant Investment Date as
hereinafter defined, or (b) if purchased in the market or from private sources,
the average cost of all shares purchased in relation to the relevant Investment
Date. The closing price of the Common Stock on October 31, 1997 on the NYSE was
$197.19 per share.
Shareholders who do not choose to participate in the Plan will continue to
receive cash dividends as declared, in the usual manner.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
November 25, 1997
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No person is authorized to give any information or to make representations
not contained in this Prospectus Supplement and any information or
representations not contained herein must not be relied upon as having been
authorized by the Corporation. The delivery of this Prospectus Supplement at any
time does not imply that information herein is correct as of any time subsequent
to the date set forth on the cover of this Prospectus Supplement.
INDEX
Page
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The Corporation 3
The Plan 3
Purpose 3
Advantages 4
Administration 4
Participation 4
Purchase and Price of Shares 5
Reports to Participants 6
Certificates for Shares 6
Withdrawals 6
Miscellaneous 7
Tax Consequences 8
Market Prices of Common Stock and Dividends 9
Description of Registrant's Securities 10
Common Stock 10
Preferred Stock 11
Use of Proceeds 12
Documents Incorporated by Reference 13
Legal Matters 13
Experts 13
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), which can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and
at the Commission's Regional Offices at Suite 1400, Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661; and Suite 1300, Seven World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
from the Public Reference Section of the Commission at prescribed rates. The
Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants such as the
Corporation that file electronically with the Commission. Any interested party
may access such information at Web site http://www.sec.gov. This Prospectus
Supplement does not contain all information set forth in the Registration
Statement and exhibits thereto which the Corporation has filed with the
Commission under the Securities Act of 1933 and to which reference is hereby
made. The Corporation will provide without charge to each person to whom a copy
of this Prospectus Supplement is delivered, upon written or oral request, a copy
of any of the documents incorporated by reference herein, except for the
exhibits to such documents. Written requests should be sent to: Office of the
Secretary, General Re Corporation, 695 East Main Street, Stamford, Connecticut
06904-2351. Telephone requests may be directed to (203) 328-5000.
The Corporation's securities are listed on the NYSE. Reports, proxy
statements and other information concerning the corporation may be inspected at
the office of the NYSE, 20 Broad Street, New York, New York 10005.
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THE CORPORATION
The Corporation is a holding company for global reinsurance and related
risk assessment, risk transfer and risk management operations. The Corporation
operates four principal businesses: United States property/casualty reinsurance;
international property/casualty reinsurance; life/health reinsurance and
financial services. It owns the largest professional property/casualty reinsurer
domiciled in the United States, and it comprises one of the largest reinsurance
operations in the world.
Reinsurance is the assumption of all or part of a risk originally
undertaken by another insurer. The Corporation issues both treaty reinsurance,
which is a standing agreement for the automatic cession and assumption of
certain classes of risks identified in the treaty, and facultative reinsurance,
which provides reinsurance of individual risks. Within the United States, most
of the Corporation's reinsurance business is written on an excess-of-loss basis
under which the Corporation indemnifies the ceding insurer for losses on
underlying insurance policies above an amount stipulated in the reinsurance
contract. A majority of the international reinsurance is written on a pro rata
or proportional basis, in which the reinsurer shares in a proportional part of
the original losses and premiums of the business ceded by the primary company.
The Corporation's life/health operations provide individual life, group
life, group health, long- term care, individual health and finite risk
reinsurance. Most of the life/health business is written on a treaty basis, with
smaller amounts written on a facultative basis.
The Corporation's financial services operations include derivatives
products, insurance brokerage and management, investment management, reinsurance
brokerage and real estate management operations.
The Corporation's principal executive offices are located at 695 East
Main Street, Stamford, Connecticut 06904-2351 (Telephone: (203) 328-5000).
THE PLAN
The text of the Plan consists of the following question and answer
statements:
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders with a convenient and
simple method of investing in additional shares of Common Stock without fees of
any kind. The shares acquired under the Plan will be purchased by the Agent (as
hereinafter defined) either from the Corporation or in the market or from
private sources. To the extent shares are sold by the Corporation, the Plan will
provide additional funds to the Corporation. The Corporation intends to add the
proceeds of such sales to the general funds of the Corporation for general
corporate purposes.
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Advantages
2. What are the advantages of the Plan?
A participant in the Plan may have cash dividends on all or less than all
shares of Common Stock automatically reinvested, or may invest in additional
shares of Common Stock by making optional cash purchases ("optional payments")
of up to $10,000 per calendar quarter. Participants in the Plan pay no brokerage
fee or service charge in connection with purchases under the Plan (however, fees
will be charged for full or fractional shares sold on termination). Funds are
fully invested through the purchase of fractions of shares, as well as full
shares, and proportionate cash dividends on fractions of shares will be used to
purchase additional shares. Participants may avoid the necessity of safekeeping
their certificates for shares credited to their accounts. Quarterly statements
of account after each purchase will simplify record keeping.
Administration
3. Who will administer the Plan?
Pursuant to the terms of a Dividend Reinvestment Plan Agreement, American
Stock Transfer & Trust Company (the "Agent") will administer the Plan, keep
records, send statements of account activity to participants and perform other
duties related to the Plan. Certificates for shares purchased under the Plan
will be held in safekeeping by the Agent for participants in its name or its
nominee's name unless a participant requests delivery of certificates for some
or all of his or her shares. Participants may contact the Agent by writing to
American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New York,
New York 10005, Attention:
Dividend Reinvestment Department, or by telephoning the Agent at 1-800-278-4353.
Participation
4. Who is eligible to participate?
Any holder of record of shares of Common Stock is eligible to participate
in the Plan. To participate in the Plan, any holder whose shares are registered
in a name other than its own (e.g., in the name of a broker or bank nominee)
must have the shares transferred into his or her own name and thus become the
holder of record.
5. How does an eligible shareholder participate and when is participation
effective?
A holder of record may join the Plan at any time by signing the
Authorization Card which accompanies this Prospectus Supplement and returning it
to the Agent in the postage-paid envelope provided. An additional Authorization
Card may be obtained at any time by written request to the Agent. A shareholder
electing to join the Plan may participate with respect to any number of shares
owned of record.
Participation will begin with the next record date for a dividend for
reinvestment of cash dividends and the next relevant Investment Date (see
Question 8 below) following receipt by the Agent of the Authorization Card for
optional payments.
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6. When and in what amount may optional payments be made?
A participant may at any time make optional payments of a minimum of $10
per payment and up to a maximum of $10,000 per calendar quarter. Since no
interest is paid, participants may wish to send optional payments so as to reach
the Agent shortly before an Investment Date for optional payments (see Question
8 below). A participant may make an optional payment upon joining the Plan by
enclosing a check or money order payable in United States dollars (payable to
"American Stock Transfer & Trust Company, Agent") with the Authorization Card.
Thereafter, optional payments may be made by such a participant through the use
of a cash payment form which will be attached to each statement of account.
Purchases and Price of Shares
7. How will the price of shares purchased under the Plan be determined?
The Agent will purchase the shares from the Corporation to the extent the
Corporation makes shares available. The Agent will purchase any other shares
required for the Plan in the market or from private sources. The prices of
shares purchased from the Corporation will be the average of the high and low
sale price of the Common Stock on the relevant Investment Date as reported on
the NYSE consolidated tape. The price of shares purchased in the market or from
private sources will be the average cost of all shares so purchased in relation
to the relevant Investment Date (see Question 8 below).
8. When is the Investment Date?
In any calendar month in which a cash dividend is payable, the Investment
Date will be the dividend payment date if a business day; if not a business day,
the Investment Date will be the next succeeding business day.
In all other calendar months, the Investment Date will be the tenth day of
that month if a business day; if not a business day, the Investment Date will be
the next succeeding business day.
No shares will be purchased with optional payments in the 30-day period
preceding any dividend payment date until the Common Stock is traded
ex-dividend.
9. How many shares will be purchased for participants?
The number of shares to be purchased for a participant will depend on the
amount of the participant's dividend or optional payment or both and the prices
of shares. Each participant's account will be credited with the number of
shares, including fractions to three decimal places, equal to the total of a
participant's funds available for investment, divided by the purchase price
described in Question 7 above.
10. When will shares be purchased?
Shares acquired from the Corporation will be purchased for the accounts of
the participants as of the close of business on the relevant Investment Date.
Shares acquired in the market or from private sources will be purchased promptly
by the Agent and in no event later than 30 days after a relevant Investment
Date. Except where necessary under any applicable federal securities law, these
purchases may be made on any securities exchange where such shares are traded,
in the over-the-counter market or by negotiated transactions, and are subject to
such terms and condition, including price and delivery, to which the Agent
<PAGE>
may agree. Dividends and voting rights will commence upon settlement, which is
normally three business days after the purchase, whether from the Corporation or
any other source. For the purpose of making purchases, the Agent will commingle
each participant's funds with those of all other participants.
Reports to Participants
11. What kind of reports will be sent to participants in the Plan?
After each purchase, each participant will receive a statement of
cumulative investments for the year, including share price for tax purposes. In
addition, each participant will receive, from time to time, copies of all
communications sent to every other stockholder.
Certificates for Shares
12. Will certificates be issued for shares purchased?
Certificates for shares purchased under the Plan will be held in
safekeeping by the Agent in its name or its nominee's name. The number of shares
(including fractional interests) held for each participant will be shown on each
statement of account. No fractional share certificates will be issued.
Certificates for any number of whole shares credited to an account will be
delivered to a participant upon request. Any remaining full or fractional shares
will continue to be credited to the account.
Withdrawals
13. How does a participant withdraw from the Plan and how are shares
distributed upon withdrawal? A participant may withdraw from the Plan at
any time by written notice to the Agent. Upon withdrawal from
the Plan, certificates for whole shares held for a participant will be sent to
the participant with a cash payment for any fraction of a share being held.
Fractions of shares will be valued at the closing market price of the Common
Stock as reported on the NYSE consolidated tape on the date the withdrawal is
effective, less any brokerage fees or commissions and any applicable stock
transfer tax from the sale of the whole shares sold upon request and the cash
value of any fractional share.
Upon withdrawal from the Plan, a participant may also request in writing
that all or part of the shares credited to his or her account in the Plan be
sold. Upon such request, the Agent will make such sale as soon as practicable
after processing the request for withdrawal. The participant will receive the
proceeds, less any brokerage fees or commissions and any applicable stock
transfer tax, from the sale of the whole shares sold upon request and the cash
value of any fractional share.
14. When does a withdrawal from the Plan become effective?
Withdrawal is normally effective when notice is received by the Agent.
However, if the notice of withdrawal is received after a dividend record date
and before the related dividend payment date, the withdrawal will be effective
after that dividend payment date. The dividend paid on that date and any
optional payment will be invested under the Plan. The withdrawal will be
processed after the participant's account has been credited with the shares
purchased. When a participant withdraws from the Plan, or upon termination of
the Plan by the Corporation, certificates for whole shares credited to the
participant's account under the Plan will be issued to the participant and a
cash payment will be made for any fraction of a share based on the valuation as
described in Question 13 above.
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15. May a participant request return of an optional payment?
Any optional payment not already invested will be refunded upon the
participant's written request received by the Agent at least 48 hours prior to
the relevant Investment Date.
Miscellaneous
16. What happens if a participant sells or transfers all the shares held of
record in the participant's name?
A participant may continue to reinvest cash dividends on shares held under
the Plan even though all shares held of record in the participant's name have
been sold or transferred.
17. What happens if the Corporation declares a stock split, stock dividend or
makes a rights offering? Any stock dividends or split shares distributed
by the Corporation on shares credited to a participant's
Plan account will be added to the account. Stock dividends or split shares
distributed on shares registered in a participant's name will be mailed directly
to the participant in the same manner as to shareholders who are not
participating in the Plan.
In the event of a rights offering, the participant will receive rights
based upon the total number of whole shares owned (that is, the total number of
shares registered in the participant's name and the total number of whole shares
held in the account).
18. How will shares be voted at shareholder meetings?
Whole shares held in a dividend reinvestment account may be voted in
person or by the same proxy sent for the share registered in the participant's
own name. If no shares are registered in a participant's name, a proxy will be
sent for any whole share held under the Plan. Shares held pursuant to the Plan
for which no proxy is received will not be voted.
19. Are there limitations on the liabilities of the Corporation and the Agent
under the Plan? Neither the Corporation nor the Agent will be liable in
administering the Plan for any act done in good
faith nor for any good faith omission to act, including without limitation, any
claim of liability arising from failure to terminate a participant's account
upon such a participant's death or with respect to the prices, or times at
which, or sources from which, shares are purchased for participants.
20. May the Plan be changed or terminated?
The Corporation may suspend, modify or terminate the Plan at any time.
Notice of such suspension, modification or termination will be sent to all
participants. No such event will affect any shares then credited to a
participant's account.
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TAX CONSEQUENCES
The amount of cash dividends paid by the Corporation is still includable
in income even though reinvested under the Plan. The cost basis for federal
income tax purposes of any shares acquired through the Plan will be the price at
which the shares are purchased by the Agent for the account of the participant;
that is, (a) for shares purchased from the Corporation, the average of the high
and low sale prices for the shares on the relevant Investment Date as reported
on the NYSE consolidated tape, or (b) for shares purchased in the market or from
private sources, the average cost of all shares so purchased in relation to the
relevant Investment Date. In connection with market purchases, brokerage
commissions paid by the Corporation on a participant's behalf are to be treated
as distributions subject to income tax in the same manner as dividends. The
amounts paid for brokerage commissions are, however, includable in the costs
basis of shares purchased. The information return sent to participants and the
IRS at year-end will show such amounts paid on their behalf.
In the case of foreign shareholders whose dividends are subject to U.S.
federal income tax withholding, the Agent will reinvest dividends less the
amount of tax required to be withheld.
The Corporation believes the foregoing is an accurate summary of the tax
consequences of participation in the Plan as of the date of this Prospectus
Supplement, but participants should consult with their own tax and legal
advisers for advice applicable to their particular situations.
<PAGE>
MARKET PRICES OF COMMON STOCK AND DIVIDENDS
The Common Stock is listed on the NYSE under the symbol "GRN". The following
table sets forth the high and low closing prices of the Common Stock on the
NYSE, as well as the dividends paid on the Common Stock for the periods
indicated:
High Low
---- ---
1995
First Quarter $134 1/8 $122 7/8
Second Quarter 137 5/8 125 1/2
Third Quarter 152 1/8 129 7/8
Fourth Quarter 157 7/8 142 7/8
1996
First Quarter $156 $142 3/8
Second Quarter 153 1/4 139 1/8
Third Quarter 154 1/2 140 7/8
Fourth Quarter 169 3/8 142 1/2
1997
First Quarter $176 3/8 $151 1/4
Second Quarter 189 154
Third Quarter 208 1/2 185 1/2
Fourth Quarter (through October 31) 207 11/16 193 3/16
On October 31, 1997, the closing sales price of the Common Stock on the
New York Stock Exchange-Composite Transactions Tape was $197.19.
Holders of Common Stock are entitled to receive dividends when declared by
the Board of Directors of the Corporation out of funds available therefor. The
following table sets forth the cash dividends paid per share during each of the
fiscal years from 1994 through 1996.
Annual Cash Dividends Paid
1994 1995 1996
---- ---- ----
$1.92 $1.96 $2.04
During each of the first three quarters of 1997, the Corporation paid cash
dividends per share of $.55.
Future dividends of the Corporation will depend upon the earnings of the
Corporation and its subsidiaries, their financial condition and other factors,
including applicable regulations and policies. See "Description of
Registrant's Securities."
The Corporation has announced its intention to continue a program to
repurchase its Common Stock. In April 1997, the Board of Directors authorized
additional repurchases of up to $500,000,000 of the Common Stock.
Purchases are to be made, from time to time, depending on the market conditions.
<PAGE>
DESCRIPTION OF REGISTRANT'S SECURITIES
Under the provisions of its Certificate of Incorporation, the Corporation
is authorized to issue 250,000,000 shares of Common Stock and 20,000,000 shares
of Preferred Stock without par value.
Common Stock. Subject to the rights, if any, of the holders of any
preferred stock, holders of Common Stock are entitled to share equally and
ratably in earnings of the Corporation and, upon any liquidation, dissolution or
winding-up of the Corporation, in the distribution of assets of the Corporation
remaining after the payment of all of the Corporation's liabilities. Holders of
Common Stock have no preemptive or conversion rights and there are no redemption
provisions with respect to the Common Stock.
Holders of Common Stock are entitled to one vote for each share held of
record at all meetings of shareholders of the Corporation. The holders of Common
Stock do not have cumulative voting rights. Accordingly, the holders of more
than 50% of the shares of Common Stock may elect all of the directors of the
Corporation.
Pursuant to a Shareholder Rights Plan adopted by the Board of Directors of
the Corporation, effective October 31, 1991, the registered holder of each
outstanding share of Common Stock is entitled to purchase from the Corporation a
unit consisting of 1/100 of a share of Series A Junior Participating Preferred
Stock at a purchase price of $350.00 per unit, subject to adjustment. The rights
attach to shares of Common Stock without separate rights certificates being
distributed. The rights will separate from the Common Stock and a distribution
will occur following the announcement that a group has acquired or obtained the
right to acquire beneficial ownership of 20% or more of the outstanding shares
of Common Stock or the commencement of a tender offer or exchange offer which
will result in a person beneficially owning 20% or more of the outstanding
shares of Common Stock. Until such distribution date, the rights will be
evidenced by Common Stock certificates and will be transferred only with Common
Stock. Rights will not be exercisable until the distribution date. In the event
that, following the distribution date, a person becomes the beneficial owner of
more than 20% of the then outstanding shares of Common Stock, except pursuant to
an offer for all outstanding shares of Common Stock which the independent
directors of the Corporation determine to be fair and in the best interest of
the Corporation and its shareholders, each holder of a right will thereafter
have the right to receive, upon exercise, Common Stock (or in certain
circumstances cash, property or other securities of the Corporation or
securities of the acquiring company) having a value equal to two times the
exercise price of the right. In such event, all rights that are owned
beneficially by the person acquiring 20% or more of the then outstanding shares
of Common Stock shall be null and void. The purchase price payable and the
number of units of Preferred Stock or other securities or other property
issuable upon exercise of the rights are subject to adjustment from time to time
to prevent dilution: (i) in the event of a stock dividend on, or subdivision,
combination or reclassification of the Preferred Stock; (ii) if holders of the
Preferred Stock are granted certain rights or warrants; or (iii) upon
distribution to holders of Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends). At any time until 10 days
following the stock acquisition date, the Corporation may redeem the rights in
whole but not in part, at a price of $.01 per right, at which time the rights
will terminate.
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Preferred Stock. Preferred Stock may be issued from time to time in one or
more series with such designations, preferences and selective participating,
optional or other special rights and qualifications, limitations, or
restrictions as shall be determined by resolution by the Board of Directors.
Series A ESOP Convertible Preferred Stock. Pursuant to a Certificate of
Stock Designations filed with the Secretary of the State of Delaware on July 6,
1989, the Corporation created a series consisting of 1,754,386 shares of
preferred stock without par value, designated as Series A ESOP Convertible
Preferred Stock (the "ESOP Preferred"). The ESOP Preferred will generally pay an
annual dividend of $6.20 per share subject to increase if the annual dividend on
an equivalent share of Common Stock is in excess of $6.20 (excluding certain
extraordinary dividends or distributions paid in connection with a tender or
exchange offer). The ESOP Preferred ranks senior to the Common Stock as to
payment of dividends and distribution of assets on liquidation. Preferred Stock
ranking senior to or on a parity with the ESOP Preferred may be, but has not
been, issued. The holders of ESOP Preferred are entitled to vote on all matters
submitted to the holders of the Common Stock, voting together with the holders
of Common Stock as one class. Each share of ESOP Preferred shall be entitled to
the number of votes equal to the number of shares of Common Stock into which the
shares of ESOP Preferred could be converted on the record date for determining
the shareholders entitled to vote, rounded to the nearest one tenth of a vote.
The ESOP Preferred is convertible into Common Stock at any time prior to the
fixing of a date for redemption, initially at a conversion rate of one share of
Common Stock for each share of ESOP Preferred. Appropriate anti-dilution
adjustments will be made to the ESOP Preferred in the event of a
reclassification of shares, recapitalization, issuance of rights or warrants to
purchase Common Stock or similar transactions.
The ESOP Preferred is redeemable, in whole or in part, at the option of
the Corporation at any time after July 6, 1994, or on or before July 6, 1994 if
the Corporation terminates or partially terminates the Plan, at the following
redemption prices per share, expressed as a percentage of the liquidation value
per share:
During the Twelve-Month Period
Beginning July 6
Price per Share
---------------
1994 103.625%
1995 102.900%
1996 102.175%
1997 101.450%
1998 100.750%
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and thereafter at $85.50 per share, plus, in each case, an amount equal to all
accrued and unpaid dividends thereon to the date fixed for redemption. Payment
of the redemption price shall be made by the Corporation in cash or shares of
Common Stock, or a combination of cash and shares. From and after the date fixed
for redemption, dividends on shares of ESOP Preferred called for redemption will
cease to accrue, the shares will no longer be deemed to be outstanding and all
rights in respect of the shares shall cease, except the right to receive the
redemption price. If less than all of the outstanding shares of ESOP Preferred
are to be redeemed, the Corporation shall either redeem a portion of the shares
of each holder determined pro rata based on the number of shares held by each
holder or shall select the shares to be redeemed by lot, as may be determined by
the Board of Directors.
If the Corporation elects, by a resolution of its Board of Directors, to
make payment of all future redemption prices solely in cash or solely in shares
of Common Stock and notifies the holders of ESOP Preferred of such election, all
such payments thereafter shall be made in compliance with that election, which
shall be irrevocable. Shares of ESOP Preferred shall be redeemed by the
Corporation at a redemption price equal to the fair market value of the ESOP
Preferred plus an amount equal to all accrued and unpaid dividends thereon to
the date fixed for redemption, at the option of the participant, at any time and
from time to time upon notice to the Corporation given not less than five
business days prior to the date fixed by the participant in the notice for
redemption, when and to the extent necessary (i) for the participant to provide
for distributions required to be made to participants under, or to satisfy an
investment election provided to participants in accordance with, the Plan, or
any successor Plan or (ii) for the participant to make payment of principal,
interest or premium due and payable (whether as scheduled or upon acceleration)
on indebtedness of the trust under the Plan or indebtedness incurred by the
holder for the benefit of the Plan. In the event of consolidation, merger or
similar transaction the ESOP Preferred will be converted into similar shares of
any successor or resulting company. A participant may also elect to have such
participant's ESOP Preferred shares redeemed as discussed above.
The foregoing summary of the terms of the ESOP Preferred is qualified in
its entirety by reference to the Certificate of Designations which sets forth in
detail such terms. A copy of the Certificate of Designations will be made
available to any Participant upon request.
USE OF PROCEEDS
The Corporation does not know the number of shares that will be sold under
the Plan or the prices thereof. The Corporation will contribute the proceeds to
the capital of the Corporation to be available for general corporate purposes,
including advances or capital contributions.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Commission are
incorporated herein by reference:
The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996.
The Corporation's quarterly reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
The description of capital stock of the Corporation, including the
Corporation's Common Stock and the Corporation's Preferred Stock Purchase
Rights, that is contained in the Corporation's Form 8-A, dated October 3, 1980,
and the Corporation's Registration Statement on Form 8-A, dated September 18,
1991, filed under the Exchange Act, including all amendments or reports filed
for the purpose of updating such description.
All reports and other documents subsequently filed by the Corporation
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of this offering of shares of Common Stock, shall be deemed to be
incorporated by reference into this Prospectus Supplement and to be part thereof
from the date of filing of such documents.
LEGAL MATTERS
Counsel who has passed upon legal matters concerning the Plan and the
validity of the shares of Common Stock offered hereby is Satterlee Stephens &
Burke, 230 Park Avenue, New York, New York 10169.
EXPERTS
The consolidated financial statements of General Re Corporation and its
subsidiaries included in the report on Form 10-K of the Corporation for the year
ended December 31, 1996 referred to above have been audited by Coopers & Lybrand
L.L.P., independent accountants, as set forth in their report dated January 30,
1997, accompanying such financial statements, and are incorporated herein by
reference in reliance upon the report of such firm, which report is given upon
their authority in accounting and auditing.
