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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Capital Re Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
140432 10 5
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(CUSIP Number)
Philip R. Halverson, Minnesota Power, Inc., 30 W Superior St,
Duluth, MN 55802-2093, (218) 723-3964
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 19, 1999
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(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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Page 1 of 3
CUSIP NO. 140432 10 5
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Minnesota Power, Inc.
4100418150
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS *
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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7 SOLE VOTING POWER
7,091,480
NUMBER
OF SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED -0-
BY EACH
REPORTING -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 7,091,480
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,091,480
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 / /
EXCLUDES CERTAIN SHARES *
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.2%
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14 TYPE OF REPORTING PERSON *
CO
This Schedule 13D consists of 3 pages and 1 exhibit.
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Page 2 of 3
Item 2. Identity and Background
The attached Exhibit A amends the Exhibit A to the Amendment No. 1 of
the original Schedule 13D filed by Minnesota Power, Inc. (Minnesota
Power) with respect to purchase of the common stock of Capital Re
Corporation (Common Stock) by adding information related to new
executive officers and directors. Each director and executive officer
is a citizen of the United States of America (with the exception of
James P. Hallett who is a foreign executive working in this country
under an I-485 visa which allows permanent residence and employment
in the United States) and, in the last five years, has not been
subject to proceedings described in paragraphs (c) and (d) above. As
of the date hereof, no director or executive officer is the
beneficial owner of Common Stock or is party to any agreements or
arrangements with respect thereto. Minnesota Power is purchasing
Common Stock on behalf of and in the name of its wholly owned
subsidiary, MP Investments, Inc., a Delaware corporation formed to
manage certain investments. No person, other than Minnesota Power as
its sole shareholder, has the power to affect the policies of MP
Investments, Inc.
Item 3. Source and Amount of Funds or Other Consideration
$9,572,250.50 has been expended from Minnesota Power's working
capital to purchase the Common Stock as described under Item 5(c)
below.
Item 5. Interest in Securities of the Issuer
(a) Aggregate number of shares of Common Stock owned
indirectly by Minnesota Power and directly by
MP Investments, Inc. 7,091,480
Percent of Common Stock outstanding 22.2%
(b) Sole power to vote 7,091,480
Shared power to vote -0-
Sole power to dispose 7,091,480
Shared power to dispose -0-
(c) Transactions in the Common Stock effected by Minnesota
Power during the past 60 days are described below. The prices
per share are exclusive of brokerage fees. All transactions were
through a broker and executed on the New York Stock Exchange:
Number of
Date of Transaction Shares Purchased Price Per Share
----------------------- ------------------ -----------------
February 26, 1999 20,000 $16.2500
March 1, 1999 2,000 $16.7500
March 1, 1999 35,000 $17.3036
March 2, 1999 5,000 $18.0840
March 3, 1999 10,000 $18.1250
March 4, 1999 10,000 $18.5813
March 5, 1999 10,000 $18.6250
March 8, 1999 9,300 $18.6250
March 9, 1999 50,000 $19.0000
March 10, 1999 12,200 $19.0000
March 12, 1999 24,700 $15.7500
March 18, 1999 105,000 $16.6101
March 19, 1999 47,800 $16.6695
March 22, 1999 4,500 $16.4097
March 23, 1999 214,500 $16.6875
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Page 3 of 3
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships to
Securities of the Issuer
In December 1998 Minnesota Power transferred all shares of Common
Stock to its newly formed wholly owned subsidiary MP Investments,
Inc. MP Investments, Inc. was established to own and manage certain
securities, including an equity ownership in Capital Re Corporation.
Signature
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
March 24, 1999 Minnesota Power, Inc.
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Date
By: Philip R. Halverson
---------------------------------
Philip R. Halverson
Vice President, General Counsel
and Secretary
March 24, 1999 MP Investments, Inc.
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Date
By: David G. Gartzke
---------------------------------
David G. Gartzke
Chairman and Chief
Executive Officer
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Exhibit A
<TABLE>
Directors and Executive Officers of Minnesota Power
<CAPTION>
Name Title at Minnesota Power Principal Occupation/Business Address
<S> <C> <C>
Kathleen A. Brekken Director President & CEO
Midwest of Cannon Falls
32057 - 64th Avenue, POB 20
Cannon Falls, MN 55009-0020
George L. Mayer Director President
Manhattan Realty Group
178 Myrtle Boulevard, Suite 103
Larchmont, NY 10538-2035
Nick Smith Director Chairman
Fryberger, Buchanan, Smith & Frederick, PA
700 Lonsdale Building
Duluth, MN 55802-1863
Bruce W. Stender Director President & CEO
Labovitz Enterprises
880 Missabe Building
227 W First Street
Duluth, MN 55805-1913
John Cirello Executive Vice President, and MP Water Resources Group, Inc.
President and Chief Executive PO Box 609089
Officer -- MP Water Resources Orlando, FL 32860-9529
Group, Inc.
Donnie R. Crandell Executive Vice President and Lehigh Corporation
President -- MP Real Estate 226 East Joel Boulevard
Holdings, Inc. Lehigh, FL 33972-5295
Robert D. Edwards Executive Vice President and Minnesota Power, Inc.
President -- MP Electric 30 West Superior Street
Duluth, MN 55802-2093
Brenda J. Flayton Vice President -- Human Minnesota Power, Inc.
Resources 30 West Superior Street
Duluth, MN 55802-2093
John E. Fuller Executive Vice President, and Automotive Finance Corporation
President and Chief Executive Two Parkwood Crossing
Officer -- AFC 310 East 96th Street, Suite 300
Indianapolis, IN 46240-3736
David G. Gartzke Senior Vice President -- Finance Minnesota Power, Inc.
and Chief Financial Officer 30 West Superior Street
Duluth, MN 55802-2093
<PAGE>
Exhibit A (continued)
Directors and Executive Officers of Minnesota Power
<CAPTION>
Name Title at Minnesota Power Principal Occupation/Business Address
<S> <C> <C>
James P. Hallett Executive Vice President, and ADESA Corporation
President and Chief Executive Two Parkwood Crossing
Officer -- ADESA 310 East 96th Street, Suite 400
Indianapolis, IN 46240-3736
Philip R. Halverson Vice President, General Counsel Minnesota Power, Inc.
and Secretary 30 West Superior Street
Duluth, MN 55802-2093
David P. Jeronimus Vice President -- Environmental Minnesota Power, Inc.
Services 30 West Superior Street
Duluth, MN 55802-2093
James A. Roberts Vice President -- Corporate Minnesota Power, Inc.
Relations 30 West Superior Street
Duluth, MN 55802-2093
Edwin L. Russell Chairman, President, Chief Minnesota Power, Inc.
Executive Officer and Director 30 West Superior Street
Duluth, MN 55802-2093
Mark A. Schober Controller Minnesota Power, Inc.
30 West Superior Street
Duluth, MN 55802-2093
James K. Vizanko Treasurer Minnesota Power, Inc.
30 West Superior Street
Duluth, MN 55802-2093
Claudia Scott Welty Vice President -- Information Minnesota Power, Inc.
Technology 30 West Superior Street
Duluth, MN 55802-2093
<PAGE>
Exhibit A (continued)
Directors and Executive Officers of MP Investments, Inc.
<CAPTION>
Name Title at MP Investments, Inc. Business Address
<S> <C> <C>
David G. Gartzke Director, Chairman and Minnesota Power, Inc.
Chief Executive Officer 30 West Superior Street
Duluth, MN 55802-2093
Philip R. Halverson Vice President, General Counsel Minnesota Power, Inc.
and Secretary 30 West Superior Street
Duluth, MN 55802-2093
Jeffrey F. Stuermer Vice President and Treasurer Minnesota Power, Inc.
30 West Superior Street
Duluth, MN 55802-2093
James K. Vizanko Director and Minnesota Power, Inc.
Chief Financial Officer 30 West Superior Street
Duluth, MN 55802-2093
</TABLE>
