<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.
1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(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
(the "Common Stock") 350,000 shares $11.34375 $3,970,312.50 $1,171.24 (1)
</TABLE>
(1) 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. 1998 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 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.
II-1
<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 such person shall
II-2
<PAGE>
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 in Section 145 of the
General Corporation Law of Delaware.
II-3
<PAGE>
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. 1998 Stock
Option Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.2
to Reliance Group Holdings' Quarterly Report
on Form 10-Q for the quarter ended June 30,
1998).
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).
II-4
<PAGE>
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 securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-5
<PAGE>
(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. 1998 Stock Option Plan
for Non-Employee Directors (incorporated by
reference to Exhibit 10.2 to Reliance Group
Holdings' Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998).
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. 1998 Stock Option Plan
for Non-Employee Directors 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 Reliance Group Holdings, Inc. 1998 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.
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. 1998 Stock Option Plan for Non-Employee Directors 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
