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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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JUNE 25, 1998
(Date of earliest event reported)
NOBEL INSURANCE LIMITED
(Exact name of registrant as specified in its charter)
ISLANDS OF BERMUDA 0-10071 98-0076395
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation or identification no.)
organization)
SUITE 409, INTERNATIONAL CENTRE
26 BERMUDIANA ROAD
HAMILTON, BERMUDA HM 11
(Address of principal executive offices)
441-292-7104
(Registrant's telephone number,
including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
At a special meeting (the "Special Meeting") of the shareholders of
Nobel Insurance Limited (the "Company") held on June 18, 1998, the
shareholders of the Company approved the Stock Purchase Agreement, dated
December 19, 1997 (the "Sale Agreement"), by and among the Company, Nobel
Holdings Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("Nobel Holdings"), RenaissanceRe Holdings Ltd., an Islands of
Bermuda company ("RenaissanceRe"), and Renaissance U.S. Holdings, Inc., a
Delaware corporation and wholly owned subsidiary of RenaissanceRe
("Renaissance Holdings").
In addition, at the Special Meeting the shareholders approved and
adopted the Plan of Liquidation, dated as of January 30, 1998 ("Plan of
Liquidation"), pursuant to which the Company: (a) reduced its share capital
account by decreasing the par value of the Company's capital shares, $1.00
par value per share (the "Common Shares"), from $1.00 per share to $0.05 per
share and transferred the amount of the reduction to its contributed surplus
account, (b) reduced its share premium account to zero and transferred the
amount thereof to its contributed surplus account, (c) temporarily adjourned
the Special Meeting, (d) would consummate the Sale (as described below), (e)
would cause Nobel Holdings to dissolve, liquidate, and distribute to the
Company the net cash remaining after the Sale and payment of its known debts
(as described below), (f) would make an initial liquidating distribution to
shareholders of the Company of up to $13.00 in cash per Common Share (the
"Initial Distribution"), and (g) would reconvene the Special Meeting to
present to the Company shareholders a proposal for the voluntary winding up
of the Company under Bermuda law.
On June 25, 1998, the Company consummated the sale of its U.S. operating
subsidiaries (the "Sale") to RenaissanceRe pursuant to the Sale Agreement for
a cash purchase price of $54,106,000 paid to Nobel Holdings and RenaissanceRe
made a limited recourse loan in the amount of $8,894,000 to the Company to
facilitate the Company's liquidation.
ITEM 5. OTHER EVENTS
Following consummation of the Sale, Nobel Holdings filed a Certificate
of Dissolution with the Secretary of State of Delaware on June 26, 1998.
Nobel Holdings and the Company thereafter adopted a plan of distribution,
pursuant to which Nobel Holdings paid its known debts and liabilities,
reserved for contingent liabilities that may arise in the future, paid its
intercompany account balance to the Company in the amount of $31,299,041, and
then distributed approximately $17,875,000 to the Company in liquidation.
On July 3, 1998, pursuant to the Plan of Liquidation, and as approved by
the Board of Directors of the Company on June 18, 1998, the Company paid the
Initial Distribution in the amount of $13.00 per Common Share to shareholders
of record on June 29, 1998, in the aggregate amount of $60,197,046.
On July 10, 1998, upon reconvening the Special Meeting, the shareholders
of the Company approved the following proposal to:
(a) voluntarily wind up the Company (the "Liquidation") in accordance with
the laws of Bermuda including The Companies Act 1981 and The
Companies (Winding Up) Rules 1982 (collectively, the "Companies Act");
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(b) appoint Malcolm Butterfield of the Bermuda office of KPMG Peat Marwick
as the liquidator of the Company (in such capacity, the "Liquidator")
to act as Liquidator to carry out the Liquidation under the Companies
Act;
(c) compensate the Liquidator with a fee of not more than $325.00 per hour
with a minimum fee of $5,000.00 plus reimbursement of out-of-pocket
expenses; and
(d) notwithstanding the appointment of the Liquidator, continue the
authority of the directors (Jeffry K. Amsbaugh, Robert C. Duvall,
Gregory E. Leonard, Thomas J. O'Shane, Roger T. Rankin, and Robert B.
Sanborn) and officers (Jeffry K. Amsbaugh, Thomas B. Nimmo, Douglas W.
Caudill, and Bryan L. Martin) of the Company to exercise such powers
as directors and officers, respectively, of the Company as may be
necessary or appropriate to facilitate the Liquidation, including
without limitation compliance with statutory and regulatory
requirements to which the Company continues to be or may become
subject, but expressly excluding such powers and functions falling
within the scope of the Liquidator under the Companies Act.
Pursuant to the Companies Act, the voluntary winding up of the Company
commenced immediately upon approval of the foregoing by the Company's
shareholders. Upon commencement of the winding up process, the Company has
ceased to carry on its business, except to the extent required for the
winding up period.
Pursuant to the Companies Act, any transfer of Common Shares after the
commencement of the winding up is void unless approved by the Liquidator.
The Liquidator has, however, generally authorized the continued public
trading of the Company's Common Shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired -- not applicable.
(b) Pro forma financial information.
Pro forma financial information reflecting the transactions described
herein will be filed as soon as possible, but not later than 60 days
from the date this report must be filed.
(c) Exhibits:
2.1 -- Plan of Liquidation, dated January 30, 1998 (incorporated by
reference to Appendix B of the Company's Definitive Proxy
Statement on Schedule 14A dated and filed as of May 12, 1998).
10.1 -- Stock Purchase Agreement dated as of December 19, 1997, by and
among the Company, Nobel Holdings, RenaissanceRe and
Renaissance Holdings (incorporated by reference to
Appendix A of the Company's Definitive Proxy Statement on
Schedule 14A dated and filed as of May 12, 1998).
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NOBEL INSURANCE LIMITED
Dated: July 10, 1998 By: /s/ JEFFRY K. AMSBAUGH
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Jeffry K. Amsbaugh, President
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