As filed with the Securities and Exchange Commission on October 18, 1995
Registration No. 33 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RELIANCE GROUP HOLDINGS, INC.
(Exact name of issuer as specified in its charter)
Delaware 13-3082071
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
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Howard E. Steinberg, Esq.
Senior Vice President, General Counsel and Corporate Secretary
Reliance Group Holdings, Inc.
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
(Name and address of agent for service)
(212) 909-1100
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per share price fee
- ------------------- ------------ --------- --------- -------------
common stock, $.10
par value per share 200,000 shares $ 6.00 $1,200,000 $413.79(1)
(the "Common Stock")
Common Stock 150,000 shares $ 7.563 $1,134,450 $391.20(2)
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TOTAL: 350,000 shares $2,334,450 $804.99
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(1) The registration fee for shares of Common Stock issuable upon the
exercise of options granted under the 1994 Stock Option Plan for
Non-Employee Directors was calculated pursuant to Rule 457(h) using the
price at which such options may be exercised.
(2) The registration fee for shares of Common Stock issuable upon the
exercise of options that may be granted in the future under the 1994
Stock Option Plan for Non-Employee Directors was calculated pursuant to
Rule 457(h) using the average of the high and low prices per share of
the Common Stock on October 11, 1995, as reported on the New York Stock
Exchange Composite Tape.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
There are hereby incorporated by reference in this registration statement
the following documents and information heretofore filed by Reliance Group
Holdings, Inc. ("Reliance Group Holdings") under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") with the Securities and Exchange
Commission (the "Commission"):
(1) Reliance Group Holdings' annual report on Form 10-K for
the year ended December 31, 1994;
(2) Reliance Group Holdings' quarterly reports on Form 10-Q
for the quarters ended March 31, 1995 and June 30, 1995;
(3) All other reports filed by Reliance Group Holdings
pursuant to Section 13(a) or 15(d) of the Exchange Act since
December 31, 1994; and
(4) The description of the Common Stock which is contained in
Reliance Group Holdings' registration statement filed under Section
12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All reports and other documents subsequently filed by Reliance Group
Holdings 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 which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of the filing of such reports and other
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock being registered hereby has been passed
upon by Howard E. Steinberg, Esq., Senior Vice President, General Counsel and
Corporate Secretary of
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Reliance Group Holdings. Mr. Steinberg owns 100,000 shares of Common Stock
and options to purchase an additional 525,000 shares of Common Stock under the
Reliance Group Holdings, Inc. 1986 Stock Option Plan, as amended (225,000 of
which options were exercisable as of December 31, 1994). Mr. Steinberg also
holds 5,000 shares of Common Stock and warrants to purchase 202 shares of
Common Stock as trustee for his daughter and 5,000 shares of Common Stock and
warrants to purchase 202 shares of Common Stock as trustee for his son, as to
all of which shares and warrants he disclaims beneficial ownership. Mr.
Steinberg has participated in certain investments involving Reliance Group
Holdings and certain of its subsidiaries. He participates in the Reliance
Insurance Company Savings Incentive Plan and, as of December 31, 1994, had a
vested interest in 9,781 shares of Common Stock under such plan.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware permits a Delaware
corporation to indemnify any person who was, is, 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 such corporation) by reason of the fact that such person
is or was an officer, director, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such person acted in good faith and in a manner such person
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 or her conduct was unlawful. A Delaware
corporation may indemnify any person who was, is, 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 such person is or was a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
The indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action, suit or proceeding, provided that such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of 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 in which such action, suit or
proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. To the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any
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action, suit or proceeding referred to above, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.
The Certificate of Incorporation and By-Laws of Reliance Group Holdings
require Reliance Group Holdings to indemnify its directors and officers to the
fullest extent permitted by Delaware law. The Certificate of Incorporation
provides that no director of Reliance Group Holdings shall be personally
liable to Reliance Group Holdings or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision shall not
eliminate the liability of a director (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. Such provision does not eliminate the liability
of a director for any act or omission occurring prior to July 22, 1986.
Article VIII of the By-laws of Reliance Group Holdings provides for
indemnification of the officers and directors of Reliance Group Holdings to
the full extent permitted by law, as now in effect or later amended. The
By-laws of Reliance Group Holdings also provide that by action of the Board of
Directors, notwithstanding any interest of the directors in such action,
Reliance Group Holdings may purchase and maintain insurance, in such amounts
as the Board of Directors may deem appropriate, on behalf of any person who is
or was a director, officer, employee or agent of Reliance Group Holdings or is
or was serving at the request of Reliance Group Holdings as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not Reliance Group Holdings would have the
power to indemnify such a person against such liability under applicable law.
Without in any way limiting the generality of Article VIII of the By-laws
of Reliance Group Holdings, such Article VIII specifically provides that
expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding shall be paid by Reliance Group Holdings in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such officer or director to repay such amount
if it shall ultimately be determined that such officer or director is not
entitled to be indemnified by Reliance Group Holdings as authorized in Section
145 of the General Corporation Law of Delaware.
Reliance Group Holdings has entered into agreements with its directors
and certain of its officers whereby Reliance Group Holdings shall indemnify
such persons for all damages, judgments, settlements and costs, costs of
investigation, and costs of defense of legal actions (other than fines or
other obligations which Reliance Group Holdings is prohibited by
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applicable law from paying for any reason), because of any claim or claims
made against such persons of any act or omission or neglect or breach of duty
including any actual or alleged error or misstatement committed or suffered
while acting in the capacity and solely because of such capacity as officer
and/or director.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers and controlling persons of Reliance Group Holdings pursuant to the
foregoing provisions, or otherwise, Reliance Group Holdings has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
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4 1994 Stock Option Plan for Non-Employee Directors (incorporated
by reference to Reliance Group Holdings' Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994).
5 Opinion of Howard E. Steinberg, Esq. as to the legality of the
securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Howard E. Steinberg, Esq. (included in Exhibit 5).
24 Power of Attorney executed by certain officers and directors of
Reliance Group Holdings, Inc. (included at Page II-7).
Item 9. Undertakings.
(a) The undersigned registrant 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;
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(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; and
(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 registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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 the 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, a copy of the registrant's annual report to stockholders for
its last fiscal year, unless such person otherwise has received a copy of such
report, in which case the registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report on written or
oral request of the person. If the last fiscal year of the registrant has
ended within 120 days prior to the use of the prospectus, the annual report of
the registrant for the preceding fiscal year may be so delivered, but within
such 120-day period the annual report for the last fiscal year will be
furnished to each such person.
(d) The undersigned registrant hereby undertakes to transmit or cause to
be transmitted to all persons participating in the plan who do not otherwise
receive such material as
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stockholders of the registrant, at the time and in the manner such material is
sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant 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 by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant 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 New York, State of New York, on
October 18, 1995.
RELIANCE GROUP HOLDINGS, INC.
/s/ Saul P. Steinberg
By: _____________________________
Saul P. Steinberg
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Saul P. Steinberg, George E. Bello and Howard
E. Steinberg, and each of them acting individually, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to take such actions in, and file with
the appropriate authorities in, whatever states said attorneys-in-fact and
agents, and each of them, shall determine, such applications, statements,
consents and other documents as may be necessary or expedient to register
securities of the registrant for sale, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in- fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof and the registrant hereby confers like authority on its behalf.
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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
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Chairman of the Board,
/s/ Saul P. Steinberg Principal Executive
______________________ Officer and Director October 18, 1995
Saul P. Steinberg
/s/ George E. Bello Principal Accounting
______________________ Officer and Director October 18, 1995
George E. Bello
/s/ Lowell C. Freiberg Principal Financial
______________________ Officer and Director October 18, 1995
Lowell C. Freiberg
/s/ George R. Baker
______________________ Director October 18, 1995
George R. Baker
/s/ Carter Burden
______________________ Director October 18, 1995
Carter Burden
/s/ Dennis A. Busti
______________________ Director October 18, 1995
Dennis A. Busti
/s/ Thomas P. Gerrity
______________________ Director October 18, 1995
Thomas P. Gerrity
/s/ Jewell J. McCabe
______________________ Director October 18, 1995
Jewell J. McCabe
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Signature Title Date
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/s/ Irving Schneider
__________________________ Director October 18, 1995
Irving Schneider
/s/ Bernard L. Schwartz
__________________________ Director October 18, 1995
Bernard L. Schwartz
/s/ Richard E. Snyder
__________________________ Director October 18, 1995
Richard E. Snyder
/s/ Thomas J. Stanton, Jr.
__________________________ Director October 18, 1995
Thomas J. Stanton, Jr.
/s/ Robert M. Steinberg
__________________________ Director October 18, 1995
Robert M. Steinberg
/s/ James E. Yacobucci
__________________________ Director October 18, 1995
James E. Yacobucci
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RELIANCE GROUP HOLDINGS, INC.
1994 STOCK OPTION PLAN
EXHIBIT INDEX
Exhibit No. Description Page
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4 1994 Stock Option Plan for Non-Employee
Directors (incorporated by reference to
Reliance Group Holdings' Quarterly Report on
Form 10-Q for the quarter ended June 30, 1994).
5 Opinion of Howard E. Steinberg, Esq. as to the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Howard E. Steinberg, Esq. (contained
in Exhibit 5).
24 Power of Attorney (included at Page II-7).
Exhibit 5
October 18, 1995
Reliance Group Holdings, Inc.
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Re: Reliance Group Holdings, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
I am the General Counsel of Reliance Group Holdings, Inc., a Delaware
corporation (the "Company"), and, acting in such capacity, am familiar with
the Registration Statement on Form S-8 (the "Registration Statement") under
the Securities Act of 1933, as amended, relating to 350,000 shares of Common
Stock, par value $.10 per share, of the Company (the "Common Stock") to be
issued and sold under the 1994 Stock Option Plan for Non-Employee Directors
(the "Plan").
I, or lawyers on my staff acting under my supervision, have examined and
relied upon such original, reproduced or certified copies of such records of
the Company and such certificates of public officials and officers of the
Company and such other documents as I or they have deemed necessary or
appropriate as a basis for the opinions hereinafter set forth. In such
examination, the genuineness of all signatures, the authenticity of all
documents submitted as originals and the conformity to authentic originals of
all documents submitted as certified or photostatic copies have been assumed.
Based on the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly
existing under the laws of the State of Delaware.
<PAGE>
2. The aforesaid 350,000 shares of Common Stock have been duly
authorized and, when issued pursuant and according to the terms of the Plan,
will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion in the Registration Statement and to
the use of my name and the statements with respect to me under the heading
"Interests of Named Experts and Counsel" in the Registration Statement. In
giving such consent, I do not thereby admit that I come within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Howard E. Steinberg
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Howard E. Steinberg
Exhibt 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Reliance Group Holdings, Inc. on Form S-8 relating to the 1994
Stock Option Plan for Non-Employee Directors of our reports dated February 22,
1995 (which express unqualified opinions and include explanatory paragraphs
concerning the adoption of Statement of Financial Accounting Standards No. 109)
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Reliance Group Holdings, Inc. for the year ended December 31, 1994.
/s/ Deloitte & Touche LLP
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New York, New York
October 18, 1995
