<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
-----------------
For Quarter Ended June 30, 1996 Commission file Number 0-11538
------------- -------
Overseas Partners Ltd.
--------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Islands of Bermuda N/A
----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Craig Appin House, Wesley Street, Hamilton HM 11, Bermuda
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (441) 295-0788
---------------------
Not Applicable
-----------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Capital Stock, par value $.10 per share
---------------------------------------
(Title of Class)
136,000,000 Shares
-------------------------
Outstanding at August 8, 1996
<PAGE> 2
PART I, FINANCIAL INFORMATION
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(U.S.$ IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
June 30, December 31,
-------- ------------
1996 1995
---- ----
(Unaudited)
-----------
<S> <C> <C>
ASSETS:
Cash and Investments (principally at fair value) (includes $444,571
and $327,259 in cash and equivalents at June 30, and December 31) $1,917,109 $1,650,291
Receivables:
Interest, premiums and other 135,711 76,776
Rentals 4,823 4,147
Deposits with insurers 54,720 63,092
Deferred acquisition costs 42,942 16,332
Leasing & Real Estate:
Operating leases with UPS 310,437 314,733
Finance leases 49,808 50,294
Hotel 171,463 173,817
Office building 60,920 61,776
Other assets 18,529 8,053
---------- ----------
Total Assets $2.766,462 $2,419,311
========== ==========
LIABILITIES & MEMBERS' EQUITY:
Liabilities:
Accrued losses and loss expenses $ 275,781 $ 214,207
Accounts payable and other accruals 38,126 25,133
Unearned premiums 171,975 74,939
Deferred income taxes 37,919 36,866
Debt 425,813 436,674
---------- ----------
Total Liabilities 949,614 787,819
---------- ----------
Members' Equity:
Preference stock, par value $0.10 per share;
authorized 200,000,000 shares; none issued --- ---
Common stock, par value $0.10 per share;
authorized 900,000,000 shares; issued and
outstanding, 136,000,000 shares 13,600 13,600
Contributed surplus 25,331 25,331
Retained earnings 1,777,917 1,592,561
---------- ----------
Total Members' Equity 1,816,848 1,631,492
---------- ----------
Total Liabilities & Members' Equity $2,766,462 $2,419,311
========== ==========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 3
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME
(U.S.$ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REINSURANCE:
Reinsurance premiums written $181,847 $174,027 $ 354,450 $315,710
Change in unearned premiums (50,331) (58,821) (97,036) (87,351)
-------- -------- --------- --------
Premiums earned 131,516 115,206 257,414 228,359
Losses and loss expenses (56,190) (47,103) (109,451) (91,119)
Reinsurance commissions and taxes (14,148) (10,400) (27,935) (20,926)
-------- -------- --------- --------
Reinsurance underwriting income 61,178 57,703 120,028 116,314
-------- -------- --------- --------
LEASING & REAL ESTATE:
Revenue:
Operating leases with UPS 10,666 9,147 21,481 20,154
Finance leases 1,045 1,079 2,096 2,138
Hotel 20,893 20,336 37,210 33,791
Office building 2,490 --- 5,272 ---
Depreciation (4,006) (3,290) (8,153) (6,578)
Operating and maintenance expenses (17,118) (15,723) (32,954) (28,726)
-------- -------- --------- --------
Leasing and real estate operating income 13,970 11,549 24,952 20,779
-------- -------- --------- --------
INVESTMENT INCOME:
Interest from debt securities 16,728 19,778 30,454 42,948
Net gain (loss) on sale of investments (2,570) 7,336 (1,084) 5,419
Net change in unrealized gain on investments 20,900 --- 30,183 ---
Amortization of held-to-maturity securities 1,108 1,017 2,193 2,012
Dividends 4,098 669 7,457 1,338
-------- -------- --------- --------
Investment income 40,264 28,800 69,203 51,717
-------- -------- --------- --------
INTEREST EXPENSE (10,271) (9,005) (22,067) (17,991)
ADMINISTRATIVE EXPENSES (2,772) (2,061) (5,707) (4,047)
-------- -------- --------- --------
INCOME BEFORE INCOME TAXES 102,369 86,986 186,409 166,772
INCOME TAXES - DEFERRED (1,871) (975) (1,053) (769)
-------- -------- --------- --------
NET INCOME $100,498 $ 86,011 $ 185,356 $166,003
======== ======== ========= ========
NET INCOME PER SHARE $ .74 $ .63 $ 1.36 $ 1.22
======== ======== ========= ========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 4
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED MEMBERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(U.S.$ IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Preference Common Stock Contributed Retained
Stock Shares Amount Surplus Earnings
----- ------ ------ ------- --------
<S> <C> <C> <C> <C> <C>
Balance - January 1, 1995 $ --- 139,000 $ 13,900 $25,331 $1,332,702
Net Income --- --- --- --- 166,003
Retirement of common stock --- (3,000) (300) --- (29,340)
Change in unrealized gain
on investments --- --- --- --- ---
----------- -------- --------- ------- ----------
Balance - June 30, 1995 $ --- 136,000 $ 13,600 $25,331 $1,469,365
=========== ======== ========= ======= ==========
Balance - January 1, 1996 $ --- 136,000 $ 13,600 $25,331 $1,592,561
Net Income --- --- --- --- 185,356
----------- -------- --------- ------- ----------
Balance - June 30, 1996 $ --- 136,000 $ 13,600 $25,331 $1,777,917
=========== ======== ========= ======= ==========
<CAPTION>
Unrealized Total
Gain on Members' Equity
Investments --------------
-----------
<S> <C> <C>
Balance - January 1, 1995 $1,998 $1,373,931
Net Income --- 166,003
Retirement of common stock --- (29,640)
Change in unrealized gain
on investments 3,091 3,091
------ ----------
Balance - June 30, 1995 $5,089 $1,513,385
====== ==========
Balance - January 1, 1996 $ --- $1,631,492
Net Income --- 185,356
------ ----------
Balance - June 30, 1996 $ --- $1,816,848
====== ==========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 5
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
(U.S.$ IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1996 1995
---- ----
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 185,356 $ 166,003
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 8,153 6,578
Income taxes - deferred 1,053 769
Net loss (gain) on sale of investments 1,084 (5,419)
Net change in unrealized gain on investments (30,183) ---
Proceeds from sale of investments 483,364 ---
Purchases of investments (598,051) ---
Other (5,204) (1,226)
Changes in assets and liabilities:
Interest, premiums and other receivables (58,935) (73,473)
Rentals receivable (676) (4,245)
Deposits with insurers 8,372 22,377
Deferred acquisition costs (26,610) (16,938)
Other assets (10,476) 649
Accrued losses and loss expenses 61,574 (17,273)
Accounts payable and other accruals 12,993 (5,065)
Unearned premiums 97,036 87,351
--------- ---------
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES 128,850 160,088
--------- ---------
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from maturities and sale of investments --- 1,130,044
Purchases of investments --- (997,460)
Proceeds from termination of finance leases --- 14,541
Additions to fixed assets (648) (1,742)
--------- ---------
NET CASH FLOW PROVIDED (USED) BY INVESTING (648) 145,383
ACTIVITIES --------- ---------
CASH FLOW FROM FINANCING ACTIVITIES:
Retirement of common stock --- (29,640)
Repayment of debt (120,890) (630)
Borrowings 110,000 ---
--------- ---------
NET CASH FLOW USED BY FINANCING ACTIVITIES (10,890) (30,270)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 117,312 275,201
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD 327,259 420,051
--------- ---------
END OF PERIOD $ 444,571 $ 695,252
========= =========
AMOUNTS PAID FOR:
U.S. income taxes $ 96 $ 320
========= =========
Interest $ 21,291 $ 25,684
========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 6
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying consolidated financial statements include the accounts
of Overseas Partners Ltd. ("OPL") and its subsidiaries (collectively
"Overseas"). All of OPL's subsidiaries are wholly-owned. Intercompany
balances and transactions have been eliminated in consolidation. The
accounts have been prepared in accordance with accounting principles
generally accepted in the United States of America. The operating leases
are with subsidiaries of United Parcel Service of America Inc. ("UPS").
Overseas is engaged in the property, casualty and life reinsurance business
and in the leasing and real estate business.
Net income per share is based on 136,000,000 shares at June 30, 1996 and
1995.
2. OPL is incorporated under the laws of the Islands of Bermuda and does not
consider itself to be engaged in a trade or business in the United States
and, therefore, does not expect to be subject to U.S. income taxes.
Certain of OPL's subsidiaries engage in business in the United States,
primarily Overseas Partners Capital Corp.("OPCC"), and as a result it, but
not OPL, is subject to U.S. income taxes. Under current Bermuda law, OPL
is not obligated to pay any tax in Bermuda based upon income or capital
gains.
The United States Internal Revenue Service (IRS) has issued a Notice of
Deficiency with respect to the year 1984 in which it asserted that OPL
is subject to U.S. tax in the amount of $53 million for the year 1984,
plus penalties and interest. OPL contested the proposed assessment of
tax in the Notice of Deficiency on August 18, 1995 by filing a Petition
in the United States Tax Court. The IRS has also asserted that OPL is
subject to U.S. taxation and has proposed an assessment of $240 million
of tax for the years 1985 through 1987, plus penalties and interest.
The Company has filed a Protest against the proposed assessment with the
Appellate Division of the IRS with respect to the years 1985 through
1987. Pending resolution of the matter, the IRS may take similar
positions for all subsequent years. OPL believes that it has no tax
liability, that it is not subject to U.S. taxation, and that there is
substantial authority for its position. It will vigorously contest the
Notice of Deficiency for 1984, the proposed assessment for the years
1985 through 1987 and any future assessments.
3. OPL's Common stock is subject, on certain dispositions, to its right of
first refusal and to a right to purchase its shares in certain
circumstances. Prior to August 7,1996, these rights were enjoyed by UPS.
In 1995, OPL purchased from UPS, at book value per share, 3,000,000 shares
of its Common stock and constructively retired them.
4. The Annual Meeting of Shareowners was held on August 7, 1996. The
appointment of Deloitte & Touche, Chartered Accountants, as Auditors of
the Company was approved by a vote of 129,401,155 for, 1,255,314
against and 510,154 abstaining.
5. Cash and Investments consist of: (000's omitted)
<TABLE>
<CAPTION>
June 30, December 31,
-------- ------------
1996 1995
---- ----
<S> <C> <C>
Trading $1,865,205 $1,600,580
Held-to-maturity 51,904 49,711
---------- ----------
$1,917,109 $1,650,291
========== ==========
</TABLE>
6. On June 6, 1996, OPCC obtained permanent non recourse financing for the
Marriott Copley Place hotel in Boston. The note matures in 2006 and bears
interest at 8.39% per annum.
7. In the opinion of Overseas, the accompanying interim unaudited
consolidated financial statements contain all adjustments, consisting
solely of normal recurring accruals, necessary to present fairly the
financial position of Overseas as of June 30, 1996 and the results of
operations for the three months and the six months ended June 30, 1996 and
1995 and cash flows for the six months ended June 30, 1996 and 1995. The
results of operations for the three months and the six months ended June
30, 1996 and 1995 are not necessarily indicative of the results to be
expected for the full year.
8. The Bermuda Insurance Act of 1978 and related Regulations require OPL to
maintain a minimum solvency margin and a liquidity ratio. For the three
months and the six months ended June 30, 1996 and 1995, OPL met these
requirements and there were no significant restrictions on retained
earnings due to these requirements.
<PAGE> 7
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(TRANSACTED IN U.S. DOLLARS)
OPERATIONS
THREE MONTHS ENDED JUNE 30, 1996 AND 1995
REINSURANCE:
Reinsurance premiums written increased $181.8 million for the three months
ended June 30, 1996, from $174.0 million in the same period of 1995. The
increase of $7.8 million was due to the growth in excess value premiums of $7.7
million, decreased workers' compensation reinsurance premiums written of $15.3
million and an increase in other reinsurance premiums written of $15.4 million.
Excess value reinsurance premiums increased due to an 8.8% increase in the
volume of units purchased over 1995. Workers' compensation reinsurance
premiums written decreased due to a change in the program's coverage period and
renewal date from May 31, 1997 to December 31, 1996. The increase in other
reinsurance premiums written was primarily the result of a new treaty which
contributed $7.0 million in premiums written in 1996 and increased premiums of
$8.4 million on the renewal of existing programs and discontinued programs.
Reinsurance premiums earned increased by 14.1% to $131.5 million in the quarter
ended June 30, 1996, from $115.2 million in the same period of 1995. The
increase of $16.3 million was primarily due to the growth in excess value
premiums of $7.7 million and increased premiums in other reinsurance programs
of $7.7 million. The increase in other reinsurance premiums earned was
primarily the result of two new treaties added which contributed $11.5 million
in premiums in 1996, partially offset by reduced premiums of $5.2 million from
four reinsurance programs which were discontinued in 1995 and are currently in
run-off.
The increase in reinsurance underwriting income of $3.5 million over 1995 was
primarily due to excess value reinsurance.
LEASING & REAL ESTATE:
Leasing & real estate income increased by $2.4 million over 1995. Leasing and
real estate revenue increased by $3.0 million over 1995 mainly as a result of
increased hotel sales of $0.5 million due to higher occupancy and higher room
rates. In addition the Company purchased an office building in November 1995
which generated rents of $2.5 million for 1996 with no results of operations
included for the same period in 1995. Operating lease rents with UPS increased
$1.5 million due to increased rents resulting from the expansion of the data
processing facility. Operating expenses increased due to increased hotel
operating expenses, increased costs at the data processing facility due to its
expansion, and operating costs for the new building added in November 1995.
INVESTMENT INCOME:
In November 1995, the Company took steps to increase the diversification of its
investment portfolio by adding an allocation of common stocks primarily U.S.
equities. Effective December 31, 1995, the Company reclassified its
available-for-sale portfolio as trading securities and caused changes in
unrealized gains and losses to be reported as income and not as a separate
component of Members' Equity. The investments results for 1996 reflect the
effects which are highlighted when comparing results to the same period last
year.
Investment income increased $11.4 million over 1995 primarily due to increased
unrealized gains on investments of $20.9 million and increased dividends on
real estate investment trust securities and equity securities of $3.4 million.
Unrealized gains on the equity portfolio were $20.5 million and unrealized
gains in the bond portfolio were $0.4 million. These increases were partially
offset by reduced realized gains on sale of investments of $9.9 million and a
$3.0 million decrease in interest from debt securities, primarily due to a
lower allocation of investments in fixed income securities of 57% in 1996
instead of almost 100% in 1995.
INTEREST EXPENSE:
Interest expense increased from $9.0 million to $10.3 million in 1996 primarily
due to the assumption of additional debt in connection with the acquisition of
the office building and additional hedging costs on the refinancing of the
hotel debt.
ADMINISTRATIVE EXPENSES:
General and administrative expenses increased from $2.1 million to $2.8 million
in 1996 primarily due to increased investment expenses associated with the
larger investment portfolio and the new investment asset classes, primarily
equities.
NET INCOME:
Net income for 1996 increased by $14.5 million over 1995. Net income per
share was $0.74, a $0.11 per share increase over 1995.
<PAGE> 8
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(TRANSACTED IN U.S. DOLLARS)
OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
REINSURANCE:
Reinsurance premiums written increased to $354.5 million for the six months
ended June 30, 1996, from $315.7 million in the same period of 1995. The
increase of $38.8 million was due to the growth in excess value premiums of
$11.6 million, decreased workers' compensation reinsurance premiums written of
$15.3 million and an increase in other reinsurance premiums written of $42.5
million. Excess value reinsurance premiums increased due to a 6.6% increase in
the volume of units purchased over 1995. Workers' compensation reinsurance
premiums written decreased due to a change in the program's coverage period and
renewal date from May 31, 1997 to December 31, 1996. The increase in other
reinsurance premiums written was primarily the result of two new treaties added
which contributed $64.7 million in premiums written in 1996, and increased
premiums of $9.9 million on the renewal of existing programs. This premium
increase was offset by reduced premiums of $32.1 million from four reinsurance
programs which were discontinued in 1995 and are currently in run-off.
Reinsurance premiums earned increased by 12.7% to $257.4 million in the six
months ended June 30, 1996, from $228.4 million in the same period of 1995.
The increase of $29.0 million was primarily due to the growth in excess value
premiums of $11.6 million, increased workers' compensation premiums earned of
$2.7 million and increased premiums earned in other reinsurance programs of
$14.7 million.
The increase in other reinsurance premiums earned was primarily the result of
two new treaties added which contributed $22.7 million in premiums earned in
1996 and increased premiums of $3.2 million on the renewal of existing
programs. This premium increase was offset by reduced premiums of $11.2
million on discontinued programs. The increase in reinsurance underwriting
income of $3.7 million over 1995 was primarily due to excess value reinsurance.
LEASING & REAL ESTATE:
Leasing & real estate income increased by $4.2 million over 1995. Leasing and
real estate revenue increased by $8.6 million over 1995 mainly as a result of
increased hotel sales of $3.4 million due to higher occupancy and higher room
rates. In addition, the Company purchased an office building in November 1995
which generated rents of $5.2 million for 1996 with no results of operations
included for the same period in 1995. Operating lease rents with UPS increased
$1.3 million due to increased rents resulting from the expansion of the data
processing facility. Operating expenses increased due to increased hotel
operating expenses, increased costs at the data processing facility due to its
expansion and severe weather in the first quarter, and operating costs for the
new building added in November 1995.
INVESTMENT INCOME:
The investment results for the six months ended June 30, 1996, reflect the
effects of the diversification steps taken in November 1995 and the
reclassification of the investments as trading securities with the
corresponding reporting of unrealized gains and losses as income and not as a
separate component of Members' Equity. Investment income increased by $17.5
million over 1995 primarily due to increased unrealized gains on investments of
$30.2 million and increased dividends on real estate investment trust
securities and equity securities of $6.1 million. Unrealized gains on the
equity portfolio were $47.4 million and were partially offset by unrealized
losses in the bond portfolio of $17.2 million due to declines in carrying
values from increased yields during the period. These increases were partially
offset by reduced realized gains on sale of investments of $6.5 million and a
$12.5 million decrease in interest from debt securities, primarily due to a
lower allocation of investments in fixed income securities of 55% in 1996
instead of almost 100% in 1995.
INTEREST EXPENSE:
Interest expense increased from $18.0 million to $22.0 million in 1996
primarily due to the assumption of additional debt in connection with the
acquisition of the office building and additional hedging costs on the
refinancing of the hotel debt.
ADMINISTRATIVE EXPENSES:
General and administrative expenses increased from $4.0 million to $5.7 million
in 1996 primarily due to increased investment expenses associated with the
larger investment portfolio and the new investment asset classes, primarily
equities.
NET INCOME:
Net income for 1996 increased by $19.3 million over 1995. Net income per
share was $1.36, a $0.14 per share increase over 1995.
<PAGE> 9
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(TRANSACTED IN U.S. DOLLARS)
LIQUIDITY AND CAPITAL RESOURCES
Overseas believes that its investments and cash flow from operations are
adequate sources of capital and liquidity for the payment of claims and the
conduct of its existing leasing, real estate and hotel operations. Overseas
further believes that its strong capital position will permit continued
expansion of its reinsurance business, should appropriate opportunities arise.
In the event Overseas decides to purchase additional capital assets, it may, as
demonstrated by its existing portfolio of assets, finance such purchases from
internally generated funds or by outside borrowing which Overseas believes
would be readily available to it.
Overseas' investment policies are designed to achieve high levels of current
income while maintaining liquidity and preserving principal. Overseas
primarily invests in highly liquid debt securities of governments, government
agencies, financial institutions and utilities in its fixed income portfolio
and in stocks drawn mainly from within the S&P 500 Index for its equity
portfolio. Increases in interest rates could have a negative effect on the
value of the bonds and equities comprised within its investment portfolio.
However, Overseas expects that increases in interest rates will have no
material, adverse effect on overall liquidity.
Because the liquidity of Overseas' investments permits Overseas to respond
quickly to changing market conditions, Overseas' investments are not
significantly affected by inflation. Inflation, including inflation in
damage awards and costs, can substantially increase the ultimate cost of
settlement in certain types of insurance. This is because the actual payment
of claims may take place a number of years after the provisions for losses
are reflected in the financial statements. On the other hand, investment
income is earned on the funds retained for a period of time until eventual
payment of a claim.
Overseas believes that its borrowing capabilities and cash flows from
reinsurance, investments and leasing and real estate operations will be a
sufficient source of capital for its ongoing operations. On a long term
basis, Overseas believes that its resources and available credit capability
will continue to be adequate to meet any obligations likely to arise under
its existing lines of business, and that its resources are sufficient to
allow it to underwrite additional reinsurance business as well as to acquire
additional capital assets in the future.
<PAGE> 10
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
PART II, OTHER INFORMATION
ITEM 5 - OTHER INFORMATION
The Annual Meeting of Shareholders was held on August 7, 1996.
1. OPL's Bye-laws 40 and 12(7) were amended by a vote of 129,245,912
for, 1,243,507 against and 677,204 abstaining. These amendments allow
OPL to replace United Parcel Service of America, Inc. ("UPS") as the
entity having rights thereunder to repurchase OPL's stock.
2. Bye-law 40A was adopted by a vote of 129,596,632 for, 893,716 against
and 676,275 abstaining. This Bye-law provides OPL the rights to
repurchase shares of OPL's stock hereafter distributed by OPL pursuant to
stock purchase plans maintained by OPL or UPS.
3. Bye-law 40B was adopted by a vote of 129,226,433 for, 824,618 against
and 1,115,572 abstaining. This Bye-law gives OPL rights to repurchase
shares of OPL's stock distributed on or after August 7, 1996. These
rights apply to shares not already covered by Bye-laws 40 or 40A.
4. A number of other amendments to the Bye-laws were approved by a vote of
129,883,974 for, 491,650 against and 790,999 abstaining. These
amendments clarify certain provisions of the Bye-laws and permit OPL to
take advantage of changes in Bermuda law.
5. Advances, not to exceed $100 million, to First Union Bank ("First Union")
as Custodian of OPL's shares was approved by a vote of 128,973,759 for,
1,555,317 against and 637,547 abstaining. These advances will fund
stock purchases and pay First Union's fees for services.
6. The appointment of Deloitte & Touche, Chartered Accountants, as auditors
of Overseas was approved by a vote of 129,401,155 for, 1,255,314
against and 510,154 abstaining.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
27 - Financial Data Schedule (for SEC use only).
b) Reports on Form 8-K: No reports on Form 8-K were
filed during the quarter ended June 30, 1996.
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf by the
undersigned, thereunto duly authorized, in the city of Hamilton, Bermuda.
Date: August 8, 1996 OVERSEAS PARTNERS LTD.
Signed in Hamilton, Bermuda
By: /s/ BRUCE M. BARONE
-------------------------------------
Bruce M. Barone,
Chief Executive Officer and President
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM OVERSEAS'
CONSOLIDATED BALANCE SHEETS AND THE STATEMENTS OF CONSOLIDATED INCOME AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.<F1>
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<DEBT-HELD-FOR-SALE> 0
<DEBT-CARRYING-VALUE> 51,904
<DEBT-MARKET-VALUE> 67,632
<EQUITIES> 804,394
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 1,472,538
<CASH> 444,571
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 42,942
<TOTAL-ASSETS> 2,766,462
<POLICY-LOSSES> 275,781
<UNEARNED-PREMIUMS> 171,975
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 425,813
0
0
<COMMON> 13,600
<OTHER-SE> 1,803,248
<TOTAL-LIABILITY-AND-EQUITY> 2,766,462
257,414
<INVESTMENT-INCOME> 70,287
<INVESTMENT-GAINS> (1,084)
<OTHER-INCOME> 66,059
<BENEFITS> 109,451
<UNDERWRITING-AMORTIZATION> 27,935
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 186,409
<INCOME-TAX> 1,053
<INCOME-CONTINUING> 185,356
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 185,356
<EPS-PRIMARY> 1.36
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
<FN>
<F1>AMOUNTS FOR SECURITIES ACT INDUSTRY GUIDE 6 AND EXCHANGE ACT INDUSTRY GUIDE
4 DISCLOSURES ARE REQUIRED FOR ANNUAL FILINGS ONLY. ACCORDINGLY, NO AMOUNTS
WILL BE REPORTED FOR INTERIM FILINGS.
</FN>
</TABLE>
