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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RELIANCE GROUP HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3082071
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
PARK AVENUE PLAZA
56 EAST 52ND STREET
NEW YORK, NEW YORK 10055
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
RELIANCE GROUP HOLDINGS, INC.
2000 RESTRICTED STOCK PLAN
(FULL TITLE OF THE PLAN)
PAUL W. ZELLER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
RELIANCE GROUP HOLDINGS, INC.
PARK AVENUE PLAZA
55 EAST 52ND STREET
NEW YORK, NEW YORK 10055
(212) 909-1100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common stock, par value $0.10 per
share.................................. 15,000,000.00(1) $2.00(2) $30,000,000.00(2) $7,920.00
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the 2000 Restricted Stock Plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration by Reliance Group
Holdings, Inc. (the "Company") which results in an increase in the number of
the outstanding shares of the Company's Common Stock.
(2) Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the
high and low sales prices of the Company's Common Stock on the New York
Stock Exchange on June 2, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") will be sent or given to
participants in the plan listed on the cover of the Registration Statement (the
"Plan") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). Such document(s) are not being filed with the
Commission but constitute (along with the documents incorporated by reference
into the Registration Statement pursuant to Item 3 of Part II hereof), a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the Commission on March 30, 2000, and the
Company's Amended Annual Report on Form 10-K/A filed with the Commission on
May 1, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed with the Commission on May 15, 2000;
(c) The Company's Current Report on Form 8-K dated January 21, 2000,
filed with the Commission on January 26, 2000;
(d) The Company's Current Report on Form 8-K dated February 28, 2000,
filed with the Commission on March 6, 2000;
(e) The description of the Company's Common Stock which is contained
in the Company's registration statement filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered 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 filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein (or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein or
therein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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 Paul W. Zeller, Esq., Senior Vice President and General Counsel of the
Company. Mr. Zeller owns 2,985 shares of Common Stock and options to purchase an
additional 393,000 shares of Common Stock under the Reliance Group Holdings,
Inc. Stock Option Plans (73,000 of which options were exercisable as of June 1,
2000). Mr. Zeller participates in the Reliance Insurance Company Savings
Incentive Plan and, as of May,2000, had a vested interest in approximately
14,350 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
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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 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 attorney's
fees) actually and reasonably incurred by such person in connection therewith.
The Certificate of Incorporation and By-Laws of the Company require the
Company to indemnify its directors and officers to the fullest extent permitted
by Delaware law. The Certificate of Incorporation provides that no director of
the Company shall be personally liable to the Company 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 the Company provides for indemnification of
the officers and directors of the Company to the full extent permitted by law,
as now in effect or later amended. The By-laws of the Company also provide that
by action of the Board of Directors, notwithstanding any interest of the
directors in such action, the Company 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 the Company or is
or was serving at the request of the Company 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 the Company 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 the Company, 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 the Company 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
the Company as authorized in Section 145 of the General Corporation Law of
Delaware.
The Company has entered into agreements with its directors and certain of
its officers whereby the Company 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 the Company 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 the Company pursuant to the foregoing
provisions, or otherwise, the Company has been informed that in the opinion of
the Securities and
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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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
4 -- Reliance Group Holdings, Inc. 2000 Restricted Stock Plan.
5 -- Opinion of Paul W. Zeller, Esq. as to the legality of the securities being registered.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Paul W. Zeller, Esq. (included in Exhibit 5).
24 -- Power of Attorney executed by certain officers and directors of the Company (included at Page II-5).
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Company 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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this effective Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this 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
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 Section 15(d) of the Exchange Act that are incorporated by
reference in this 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 that 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 Section 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 this Registration Statement shall be
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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) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the indemnification provisions summarized in Item 6 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 the 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 Company 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, 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 THIS 1ST DAY OF JUNE,
2000.
RELIANCE GROUP HOLDINGS, INC.
By: /s/ George R. Baker
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George R. Baker
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George R. Baker, 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.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ George R. Baker Principal Executive Officer and Director June 1, 2000
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George R. Baker
/s/ George E. Bello Principal Accounting Officer and Director June 1, 2000
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George E. Bello
/s/ Lowell C. Freiberg Principal Financial Officer and Director June 1, 2000
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Lowell C. Freiberg
/s/ Saul P. Steinberg Chairman of the Board of Directors June 1, 2000
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Saul P. Steinberg
/s/ Thomas P. Gerrity Director June 1, 2000
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Thomas P. Gerrity
/s/ Jewell Jackson McCabe Director June 1, 2000
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Jewell Jackson McCabe
Director June 1, 2000
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Irving Schneider
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Director June 1, 2000
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Bernard L. Schwartz
/s/ Richard E. Snyder Director June 1, 2000
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Richard E. Snyder
/s/ Bruce E. Spivey Director June 1, 2000
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Bruce E. Spivey
/s/ Howard E. Steinberg Director June 1, 2000
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Howard E. Steinberg
Director June 1, 2000
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Robert M. Steinberg
Director June 1, 2000
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James E. Yacobucci
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
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<S> <C> <C>
4 -- Reliance Group Holdings, Inc. 2000 Restricted Stock Plan.
5 -- Opinion of Paul W. Zeller, Esq. as to the legality of the securities being registered.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Paul W. Zeller, Esq. (included in Exhibit 5).
24 -- Power of Attorney executed by certain officers and directors of the Company (included at
Page II-5).
</TABLE>
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