<PAGE>1
As filed with the Securities and Exchange Commission on August 10, 1995
Registration No. 33-38237
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
POST-EFFECTIVE AMENDMENT NO. 1
to
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
RE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3351768
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
___________________________________
Two Stamford Plaza
Stamford, Connecticut 06904-2148
(Address, including zip code, of registrant s principal executive offices)
___________________________________
Re Capital Corporation Long-Term Incentive Plan
(Full Title of Plan)
___________________________________
Mark R. Sarlitto
Re Capital Corporation
Two Stamford Plaza
Stamford, Connecticut 06904-2148
(203) 977-6131
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________________
<PAGE>2
Deregistration of Shares
On December 14, 1990, Re Capital Corporation ("Re Cap") filed
Registration Statement No. 33-38237 (the "Registration Statement") which
registered 622,322 shares of common stock, par value $.10 per share (the
"Common Stock"), for issuance under the Re Capital Corporation Long-Term
Incentive Plan. This Post-Effective Amendment No. 1 to the Registration
Statement is being filed solely to deregister any shares of Common Stock
covered by the Registration Statement that remain unsold.
<PAGE>3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of
New York, on the 10th day of August, 1995.
RE CAPITAL CORPORATION
By: Zurich Reinsurance Centre Holdings, Inc.
(successor to Re Capital Corporation by
merger on April 27, 1995)
By: /s/ Mark R. Sarlitto
Name: Mark R. Sarlitto
Title: Vice President, Secretary
and General Counsel of Zurich
Reinsurance Centre Holdings, Inc.
<PAGE>4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark R. Sarlitto his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all 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, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary fully to all intents and purposes as he or she might or could do in
person thereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-8 has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title* Date
<S> <C> <C>
/s/ Steven M. Gluckstern Chairman of the Board of Directors, July 31, 1995
Steven M. Gluckstern President and Chief Executive Officer
/s/ Richard E. Smith Executive Vice President, Chief July 25, 1995
Richard E. Smith Operating Officer and Director
/s/ Peter R. Porrino Senior Vice President, Chief Financial July 25, 1995
Peter R. Porrino Officer and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Laurence W. Cheng Director July 31, 1995
Laurence W. Cheng
/s/ Judith Richards Hope Director July 25, 1995
Judith Richards Hope
* "Title" refers to position with Zurich Reinsurance Centre Holdings, Inc. (successor to Re Capital Corporation by merger on
April 27, 1995).
</TABLE>
<PAGE>5
<TABLE>
<CAPTION>
<S> <C> <C>
Name Title* Date
/s/ Michael D. Palm Director July 31, 1995
Michael D. Palm
/s/ George G.C. Parker Director July 31, 1995
George G.C. Parker
/s/ William H. Bolinder Director July 28, 1995
William H. Bolinder
/s/ John J. Byrne Director July 24, 1995
John J. Byrne
/s/ Philip Caldwell Director June 31, 1995
Philip Caldwell
/s/ Robert T. Marto Director July 31, 1995
Robert T. Marto
Director
Rolf F. Hueppi
/s/ Detlef Steiner Director July 24, 1995
Detlef Steiner
</TABLE>
* "Title" refers to position with Zurich Reinsurance Centre Holdings, Inc.
(successor to Re Capital Corporation by merger on April 27, 1995).
