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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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DECEMBER 19, 1997
(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 of (Commission file number) (I.R.S. employer
incorporation or organization) identification no.)
FALCONER HOUSE GROUND LEVEL
108 PITTS BAY ROAD
HAMILTON, BERMUDA HMAX
(Address of principal executive offices)
809-292-7104
(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS
On December 19, 1997 Nobel Insurance Limited (the "Company") entered into a
Stock Purchase Agreement to sell its United States assets, consisting of the
stock of its indirect wholly owned subsidiaries (including Nobel Insurance
Company), which is held by Nobel Holdings, Inc., to a wholly owned subsidiary of
RenaissanceRe Holdings, Ltd. ("RenaissanceRe"), for approximately $54.1 million
in cash.
Following consummation of the sale, the Company expects to liquidate Nobel
Holdings, Inc., its non-operating U.S. holding company, and to begin the process
of liquidating the Company. Ultimately, the Company expects to distribute cash
proceeds to its shareholders equal to approximately $14 per share, representing
approximately $63 million in the aggregate, although the timing and manner of
such distribution have not yet been determined. RenaissanceRe has agreed to
make a limited recourse loan to the Company of approximately $8.9 million to
facilitate the liquidation process, which will be governed by Bermuda law. The
remaining assets, if any, after payment of the liquidating distribution will be
used to repay the loan from RenaissanceRe.
Consummation of the sale and liquidation is subject to various consents and
approvals, including approval by the Company's shareholders and required
regulatory approvals.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
10.1 -- Stock Purchase Agreement, dated as of December 19, 1997, by
and among RenaissanceRe Holdings Ltd. and Renaissance U.S.
Holdings, Inc., and Nobel Insurance Limited and Nobel
Holdings, Inc. (incorporated by reference to the Current
Report on Form 8-K filed on January 6, 1998, by
RenaissanceRe Holdings Ltd., Commission File No. 34-0-26512).
99.1 -- Press release dated December 19, 1997.
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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: January 12, 1998 By: /s/ Jeffry K. Amsbaugh
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Jeffry K. Amsbaugh, President
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT: JEFFRY K. AMSBAUGH
DOUGLAS W. CAUDILL
NOBEL INSURANCE LIMITED AGREES TO SELL U.S. ASSETS
DECEMBER 19, 1997 - Hamilton, Bermuda...Nobel Insurance Limited (NASDAQ-NOBLF)
("Nobel") today announced that it has reached a definitive agreement with
RenaissanceRe Holdings, Ltd. (NYSE-RNR) ("RenaissanceRe"), for the sale of
Nobel's U.S. assets, including Nobel Insurance Company, for a cash purchase
price of approximately $54.1 million.
Following the sale to RenaissanceRe, it is anticipated that Nobel will begin the
process of liquidating the Bermuda parent and its non-operating U.S. holding
company. The Nobel board of directors is evaluating alternatives to facilitate
a timely distribution to its shareholders, including a tender offer or a share
repurchase program. Therefore, no decision has been made on how soon after the
sale the liquidation process will be initiated. RenaissanceRe has been agreed
to make a limited recourse loan to Nobel of approximately $8.9 million to
facilitate the liquidation process. Upon liquidation of its assets and the
satisfaction of its liabilities and obligations, and depending on the amount of
available net assets, Nobel intends to make a distribution or distributions such
that shareholders will have received a combined total distribution of $14.00 per
share. The remaining assets, if any, after payment of the liquidating
distribution will be used to repay the loan from RenaissanceRe.
Completion of the sale and the liquidation is subject to various consents and
approvals, including approval by Nobel shareholders and required regulatory
approvals. Nobel cautioned that it is uncertain when the liquidation process,
which will be governed by Bermuda law, can be completed and the liquidating
distribution made to Nobel shareholders.
Nobel's principal business will continue to be conducted by the U.S. group of
companies and will benefit from joining RenaissanceRe Holdings. The U.S. group
of companies being sold is engaged in the service and underwriting of property
and casualty risks for specialized industries, including explosives, specialty
commercial trucking, propane, low-value dwellings and surety bonds.
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