<PAGE>
As filed with the Securities and Exchange Commission on October 16, 1998
Registration No.
- ------------------------------------------------------------------------------
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)
RELIANCE GROUP HOLDINGS, INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
-------------------------
Howard E. Steinberg, Esq.
Executive 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)
-------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
- ------------------- ------------ --------- -------- ------------
<S> <C> <C> <C> <C>
common stock, $.10
par value per share 13,500 shares $ 11.00 $ 148,500.00 $ 43.81 (1)
(the "Common Stock")
Common Stock 2,000,000 shares $ 14.375 $ 28,750,000.00 $ 8,481.25 (1)
Common Stock 2,386,400 shares $ 12.625 $ 30,128,300.00 $ 8,887.85 (1)
Common Stock 46,500 shares $ 15.625 $ 726,562.50 $ 214.34 (1)
Common Stock 21,000 shares $ 18.00 $ 378,000.00 $ 111.51 (1)
Common Stock 500,000 shares $ 17.00 $ 8,500,000.00 $ 2,507.50 (1)
Common Stock 2,350,000 shares $ 16.0625 $ 37,746,875.00 $11,135.33 (1)
Common Stock 135,000 shares $ 13.0625 $ 1,763,437.50 $ 520.21 (1)
Common Stock 47,600 shares $ 11.34375 $ 539,962.50 $ 159.29 (2)
- ------------ ---------------- ---------- --------------- ----------
TOTAL: 7,500,000 shares $108,681,637.50 $32,061.09
</TABLE>
(1) The registration fee for shares of Common Stock issuable upon the
exercise of options granted under the Reliance Group Holdings, Inc.
1997 Stock Option Plan 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
Reliance Group Holdings, Inc. 1997 Stock Option Plan was calculated
pursuant to Rule 457(h) using the average of the high and low prices
per share of the Common Stock on October 8, 1998, as reported on the
New York Stock Exchange Composite Tape.
<PAGE>
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, 1997;
(2) Reliance Group Holdings' quarterly reports on Form 10-Q for
the quarters ended March 31, 1998 and June 30, 1998;
(3) All other reports filed by Reliance Group Holdings pursuant
to Section 13(a) or 15(d) of the Exchange Act since December
31, 1998; 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.
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<PAGE>
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., Executive Vice President, General
Counsel and Corporate Secretary of Reliance Group Holdings. Mr. Steinberg owns
100,000 shares of Common Stock and options to purchase an additional 1.7
million shares of Common Stock under the Reliance Group Holdings, Inc. 1986
Stock Option Plan and the Reliance Group Holdings, Inc. 1994 Stock Option
Plan, each as amended (562,500 of which options were exercisable as of October
2, 1998). Mr. Steinberg also holds 5,000 shares of Common Stock as trustee for
his daughter and 5,000 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 (i) the Reliance
Insurance Company Savings Incentive Plan and, as of October 6, 1998, had a
vested interest in approximately 17,000 shares of Common Stock under such plan
and (ii) the Reliance Group Holdings, Inc. Employee Stock Purchase Plan and,
as of October 6, 1998, had purchased 850.8297 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
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<PAGE>
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 present or former
director or officer of a corporation has been successful on the merits or
otherwise in defense of any 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
II-3
<PAGE>
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 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
----------- -----------
4 Reliance Group Holdings, Inc. 1997 Stock Option Plan
(incorporated by reference to Exhibit 10.2 to Reliance
Group Holdings' Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997).
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
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<PAGE>
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;
(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, Form S-8 or Form F-3, 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 (and where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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
II-5
<PAGE>
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) 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.
II-6
<PAGE>
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 16, 1998
RELIANCE GROUP HOLDINGS, INC.
By: /s/ Saul P. Steinberg
---------------------------------
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.
<PAGE>
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
- --------- ----- ----
/s/ Saul P. Steinberg Chairman of the Board, October 16, 1998
- ------------------------------ Principal Executive
Saul P. Steinberg Officer and Director
/s/ George E. Bello Principal Accounting October 16, 1998
- ------------------------------ Officer and Director
George E. Bello
/s/ Lowell C. Freiberg Principal Financial October 16, 1998
- ----------------------------- Officer and Director
Lowell C. Freiberg
/s/ George R. Baker Director October 16, 1998
- ------------------------------
George R. Baker
/s/ Dennis A. Busti Director October 16, 1998
- --------------------------------
Dennis A. Busti
/s/ Thomas P. Gerrity Director October 16, 1998
- ------------------------------
Thomas P. Gerrity
/s/ Jewell Jackson McCabe Director October 16, 1998
- --------------------------
Jewell Jackson McCabe
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Irving Schneider Director October 16, 1998
- --------------------------
Irving Schneider
/s/ Bernard L. Schwartz Director October 16, 1998
- --------------------------
Bernard L. Schwartz
/s/ Richard E. Snyder Director October 16, 1998
- ----------------------------
Richard E. Snyder
/s/ Bruce E. Spivey Director October 16, 1998
- -----------------------------
Bruce E. Spivey
/s/ Robert M. Steinberg Director October 16, 1998
- --------------------------
Robert M. Steinberg
/s/ James E. Yacobucci Director October 16, 1998
- --------------------------
James E. Yacobucci
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
------------ ----------------------------------------------- ----
4 Reliance Group Holdings, Inc. 1997 Stock Option Plan
(incorporated by reference to Exhibit 10.2 to Reliance
Group Holdings' Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997).
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).
<PAGE>
Exhibit 5
---------
October 15, 1998
Reliance Group Holdings, Inc.
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Re: Reliance Group Holdings, Inc., 1997 Stock Option Plan
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 7,500,000 shares of Common
Stock, par value $.10 per share, of the Company (the "Common Stock") to be
issued and sold under the Reliance Group Holdings, Inc., 1997 Stock Option
Plan (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 7,500,000 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.
Sincerely yours,
/s/ Howard E. Steinberg
Howard E. Steinberg
<PAGE>
Exhibit 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 Reliance Group
Holdings, Inc. 1997 Stock Option Plan of our reports dated February 13, 1998,
except as to notes 1 and 2 of the consolidated financial statements, as to
which the date is February 27, 1998 and note 10 of the consolidated financial
statements, as to which the date is March 5, 1998 (which includes an
unqualified opinion and includes an explanatory paragraph relating to the
adoption of Emerging Issues Task Force Issue No. 97-13, "Accounting for Costs
Incurred in Connection with a Consulting Contract or an Internal Project That
Combines Business Process Reengineering and Information Technology
Transformation" as described in Note 1) 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, 1997.
/s/ Deloitte & Touche LLP
New York, New York
October 15, 1998
