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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: MARCH 30, 2000
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(Date of earliest event reported)
OVERSEAS PARTNERS LTD.
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(Exact name of registrant as specified in its charter)
Islands of Bermuda 0-11538 N/A
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(State or other jurisdiction of (Commission file (I.R.S. Employer
incorporation or organization) Number) Identification No.)
Mintflower Place, 8 Par-la-Ville Road, Hamilton HM 08, Bermuda
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (441) 295-0788
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Not Applicable
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Former name, former address and former fiscal year, if changed since last report
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ITEM 5 - OTHER EVENTS
On March 30, 2000, Mr. D. Scott Davis resigned as Chief Executive Officer of
Overseas Partners Ltd. (the "Company"). Mr. Davis has agreed to remain a member
of the Board of Directors. Simultaneously with Mr. Davis's resignation, Ms.
Mary R. Hennessy, the President of the Company, was appointed to the position of
Chief Executive Officer.
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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, hereunto duly authorized.
Date: April 7, 2000 OVERSEAS PARTNERS LTD.
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(Registrant)
By: /s/ Mary R. Hennessy
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Mary R. Hennessy
President and Chief Executive Officer
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ITEM 7 - FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
The Registrant is filing herewith the press release listed as Exhibit 99.
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EXHIBIT INDEX
99 Press Release Dated March 30, 2000 Filed herewith.
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Exhibit 99
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FOR IMMEDIATE RELEASE
For further information on the following release, please contact:
Overseas Partners Ltd.
Mark R. Bridges
Vice President and Treasurer
Telephone: (441) 295-0788
Fax: (441) 292-9142
Hamilton, Bermuda (March 30, 2000) - Overseas Partners Ltd. appoints Mary
Hennessy as President & Chief Executive Officer
The Board of Directors of Overseas Partners Ltd. (OPL) is pleased to announce
the appointment of Mary Hennessy as President & Chief Executive Officer,
effective April 1, 2000 pending Bermuda Immigration formalities. Mary was
previously appointed President & Chief Operating Officer of OPL on January 4,
2000. She assumes the additional role of CEO from Scott Davis, who is returning
to the United States.
Commenting on the changes, Ed Reitman, Chairman of OPL said, "Scott Davis has
overseen a period of significant change in the Company's operations following
the cancellation of our shipper's risk reinsurance program. This program, which
provided reinsurance for the loss or damage to packages carried by United Parcel
Service of America, Inc. (UPS), had been our largest and most profitable program
since the Company's inception in 1983. Since the cancellation of the program,
Scott has worked with the Board of Directors to evaluate several strategic
alternatives to enhance shareowner value. Scott was instrumental in the
identification of several new product lines and strategic investments, including
our partnership arrangement with RenaissanceRe Holdings Ltd. to underwrite
worldwide property catastrophe reinsurance programs and our strategic investment
in Annuity & Life Re (Holdings) Ltd. More recently, Scott has overseen the
strengthening of our senior management team, including the appointments of Mary
Hennessy and Mike Cascio as President and Chief Underwriting Officer,
respectively. We are pleased that Scott will continue as a valued member of our
Board of Directors."
Commenting further on Mary's appointment, Ed Reitman said, "Mary has over 23
years of underwriting and senior management experience in the insurance and
reinsurance industry. She is recognized throughout the industry for her
technical expertise, leadership qualities and industry knowledge. The Board
looks forward to working with Mary and her new management team as we complete
our transformation of OPL into one of the world's leading specialty reinsurance
companies."
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This press release may contain forward-looking information based on current
expectations and plans that involve risks and uncertainties. Forward-looking
information includes, among other things, statements addressing expected future
operating results, as well as those that include the words "expected" or
"expect," "believe," "will," "continue" or other similar expressions. Although
we believe that this forward-looking information is accurate, our business is
dependent on various factors that can cause actual results to differ materially
from those expressed or implied by such information. Factors that could cause
results to differ materially from management expectations are discussed in our
Annual Report on Form 10-K for the year ended December 31, 1998 and subsequent
filings under United States securities laws, and include, among other factors,
(i) losses due to foreign currency exchange rate fluctuations; (ii) pricing
pressure resulting from the competitive environment in which we operate; and
(iii) developments in global financial markets which could affect our investment
portfolio.
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Background:
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Overseas Partners Ltd. and subsidiaries (OPL), based in Bermuda, is one of the
world's largest reinsurance companies with total assets and members' equity at
December 31, 1999 of $4.9 billion and $2.5 billion respectively.
Reinsurance: Overseas Partners Ltd. (OPL), with its primary reinsurance
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subsidiary, Overseas Partners Re Ltd. (OPRe), specializes in providing quality
reinsurance solutions to its business partners. We have developed and expanded
our reinsurance business to meet the changing demands of the reinsurance
community.
At OPL being a valuable partner to our clients is the key to our business
philosophy. We have become one of the world's largest reinsurers by nurturing
long term relationships, sharing risk, contributing expertise and providing
capital to support our partners' growth.
Once known primarily as a provider of shipper's risk reinsurance, OPL now
provides multi-line, proportional reinsurance including property, workers'
compensation, automobile, aviation, marine, accident and health, financial
reinsurance and other specialty alternative risk products.
OPL maintains an investment portfolio currently valued in excess of $2.5 billion
at December 31, 1999 in order to support its reinsurance operations. Managed by
unaffiliated investment managers based primarily in London, OPL's portfolio
includes predominately U.S. equities, emerging market equities, global bonds, a
strategic income mutual fund and real estate investment trust certificates that
provide attractive returns at acceptable levels of risk.
Real Estate & Leasing: An important aspect of OPL's long-term strategy is
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ownership of real estate. Though its subsidiaries, Overseas Partners Capital
Corp. (OPCC), a wholly owned subsidiary of OPL, owns and manages a convention
hotel and five major Class A office buildings in Atlanta, Boston and Chicago.
OPL is a diversified company whose total capital at the end of 1999 was $2.5
billion, almost all of which came from accumulated earnings less paid dividends.
Since its inception in 1983, OPL has grown into a financially strong entity with
total 1999 annual revenues exceeding $1.4 billion, total assets of $4.9 billion
and 1999 net income of $232.8 million.
OPL has more than 97,000 shareowners. Its Common Stock is not listed on a
securities exchange and is not sold in the organized over-the-counter market.
The fair value per share of OPL Common Stock is used in determining the price at
which OPL will purchase shares from its shareowners. The current fair value of
$21.50 was initially determined on November 23, 1999 by the Board of Directors.
The fair value of $21.50 was reaffirmed at the February 9, 2000 Board of
Directors meeting.
