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As filed with the Securities and Exchange Commission on May 31, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
Overseas Partners Ltd.
(Exact Name of Registrant as Specified in Its Charter)
Islands of Bermuda Not applicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Mintflower Place
8 Par-la-Ville Road
Hamilton HM 08, Bermuda
(Address of Principal Executive Offices, Including Zip Code)
______________________________
Overseas Partners Ltd.
Incentive Compensation Plan
(Full title of the Plan)
______________________________
Copy to:
Michael J. Molletta Jeffrey L. Schulte, Esq.
Overseas Partners Capital Corp. Morris, Manning & Martin, L.L.P.
115 Perimeter Center Place 1600 Atlanta Financial Center
Suite 940 3343 Peachtree Road, N.E.
Atlanta, Georgia 30346 Atlanta, Georgia 30326
(770) 913-6745 (404) 233-7000
(Name and Address and Telephone Number,
Including Area Code, of Agent for Service.)
________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share
issuable under Overseas Partners Ltd. 5,000,000 $21.50 $107,500,000 $28,380
Incentive Compensation Plan
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</TABLE>
___________
(1) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee, on the basis of
the fair value of the Registrant's Common Stock as of May 31, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
delivered by Overseas Partners Ltd. (the "Company") as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with the instructions of Part I of Form S-8, these documents need not
be filed with the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the prospectus as required by
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated herein
by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) the Company's Current Report on Form 8-K, dated March 7, 2000;
(c) the description of the Company's common stock, $0.10 par value per
share ("Common Stock") contained in Item 11 of the Company's Form 10
dated January 31, 1984, as amended and restated by our Form 8 dated
April 18, 1984 and as updated by Item 5 of our Form 10-K for the year
ended December 31, 1999; and
(d) the Company's Form 10-Q for the quarter ended March 31, 2000.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act") subsequent
to the date of this Registration Statement and prior to the termination of the
offering of the shares of Common Stock offered hereby shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests should be directed to: Assistant
Secretary, Overseas Partners Ltd., Mintflower Place, 8 Par-La-Ville Road,
Hamilton HM 08, Bermuda; telephone number: (441) 295-0788.
We are a Bermuda company with offices in Hamilton, Bermuda, and certain of
our directors are residents of Bermuda. A substantial portion of our assets and
all or substantially all of the assets of these directors are located outside
the United States. Accordingly, it may be difficult for our shareowners to
effect service of process upon us or such persons within the United States and
to enforce against them any judgments based upon the civil liability provisions
of the Securities Act or the Exchange Act which may be obtained in courts in the
United States. We have been advised by our counsel that it is not certain that
courts in Bermuda would (i) enforce judgments, based upon the civil liability
provisions of the Federal securities laws, obtained from courts in the United
States against us or any such directors or (ii) recognize actions based upon
such provisions against us or any of such directors.
Item 4. Description of Securities.
Because the securities to be awarded pursuant to this registration
statement are registered under Section 12 of the Securities Exchange Act of
1934, this item is inapplicable.
Item 5. Interests of Named Experts and Counsel.
There are no interests required to be disclosed pursuant to this Item 5.
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Item 6. Indemnification of Directors and Officers.
Our Bye-Laws provide:
(1) Our directors, secretary and other officers and all of their heirs,
executors, and administrators, shall be indemnified and secured harmless
out of our assets and profits from and against all actions, costs, charges,
losses, damages and expenses which they or any of them, their or any of
their heirs, executors or administrators, shall or may incur or sustain by
or by reason of any act done, concurred in or omitted in or about the
execution of their duty, or supposed duty, in their respective offices or
trusts. In addition, none of these people shall be answerable for the
acts, receipts, neglects or defaults of the other or others of them or for
joining in any receipts for the sake of conformity, or for any bankers or
other persons with whom any moneys or effects belonging to us shall or may
be lodged or deposited for safe custody, or for insufficiency or deficiency
or any security upon which any of our moneys shall be placed out on or
invested, or for any other loss, misfortune or damages that may happen in
the execution of their respective offices or trusts, or in relation
thereto. Notwithstanding the foregoing, this indemnity shall not extend to
any matter in respect of any willful negligence, willful default, fraud or
dishonesty which may attach to any of said persons.
(2) Each Member agrees to waive any claim or right of action he or she might
have, whether individually or by or in our right, against any of our
directors on account of any action taken by such director, or the failure
of such director to take any action in the performance of his duties with
us. Such waiver shall not extend to any matter in respect of any willful
negligence, willful default, fraud or dishonesty which may attach to any
such director.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under our Bye-Laws. The Company is not aware of any
threatened litigation or proceeding that may result in a claim for such
indemnification.
Item 7. Exemption from Registration Claimed.
As no restricted securities are to be reoffered or resold pursuant to this
Registration Statement, this item is inapplicable.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Description
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<C> <S>
4.1* Certificate of Incorporation of the Company
4.2** Bye-laws of the Company, as amended to date
4.3 Overseas Partners Ltd. Incentive Compensation Plan
5.1 Opinion of Appleby Spurling & Kempe, as to the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche Re: Overseas Partners
Ltd.
23.2 Consent of Appleby Spurling & Kempe (included in
Exhibit 5.1).
</TABLE>
<PAGE>
* Incorporated by reference to Exhibit 3(a) to the Company's Registration
Statement on Form S-1 (File No. 2-95460).
** Incorporated by reference to Exhibit 3(b) to the Company's annual report on
Form 10-K for the year ended December 31, 1999.
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;
(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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 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 that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from the 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 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.
(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.
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SIGNATURES
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Pursuant to the requirements of the Securities Act, the undersigned
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 on this the 31st day of May, 2000.
Overseas Partners Ltd.
By: /s/ Mary R. Hennessy
----------------------------
President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mary R. Hennessy and Mark R. Bridges, and
each of them, his/her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution for him/her and in his/her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and any subsequent
registration statements pursuant to Rule 462 of the Securities Act and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he/she might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact or his/her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
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<CAPTION>
<S> <C> <C>
/s/ Mary R. Hennessy President and Chief Executive Officer
------------------------------------ (Principal Executive Officer)
Mary R. Hennessy May 31, 2000
/s/ Mark R. Bridges Vice President and Treasurer
------------------------------------ (Principal Financial and Accounting May 31, 2000
Mark R. Bridges Officer)
/s/ Robert J. Clanin Director
------------------------------------ May 31, 2000
Robert J. Clanin
/s/ D. Scott Davis Director May 31, 2000
------------------------------------
D. Scott Davis
/s/ Joseph M. Pyne Director May 31, 2000
------------------------------------
Joseph M. Pyne
/s/ Cyril E. Rance Director May 31, 2000
------------------------------------
Cyril E. Rance
</TABLE>
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[CAPTION]
<TABLE>
<S> <C> <C>
/s/ Edwin H. Reitman Director May 31, 2000
------------------------------------
Edwin H. Reitman
/s/ Walter A. Scott Director May 31, 2000
------------------------------------
Walter A. Scott
/s/ Michael J. Molletta Authorized Representative in the May 31, 2000
------------------------------------ United States
Michael J. Molletta
</TABLE>
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EXHIBIT INDEX
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Exhibits Incorporated Herein by Reference
<TABLE>
<CAPTION>
Designation of Exhibit Description of Exhibit
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<C> <S>
4.1* Certificate of Incorporation of the Company
4.2** Bye-laws of the Company, as amended to date
</TABLE>
* Incorporated by reference to Exhibit 3(a) to the Company's Registration
Statement on Form S-1 (File No. 2-95460)
** Incorporated by reference to Exhibit 3(b) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1999.
Exhibits Filed Herewith
<TABLE>
<C> <S>
4.3 Overseas Partners Ltd. Incentive
Compensation Plan
5.1 Opinion of Appleby Spurling & Kempe, as to
the legality of the securities being
registered.
23.1 Consent of Deloitte & Touche Re: Overseas
Partners Ltd.
23.2 Consent of Appleby Spurling & Kempe
(included in Exhibit 5.1).
</TABLE>
