<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 15)*
Re Capital Corporation
----------------------
(Name of Issuer)
Common Stock, par value $0.10 per share
---------------------------------------
(Title of Class of Securities)
754904 10 0
-----------------------------------
(CUSIP Number)
Frank S. Cottrell
Deere & Company
John Deere Road
Moline, Illinois 61265
Telephone: (309) 765-8000
--------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
January 11, 1995
----------------
(Date of Event which Requires Filing of 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 l3D, and is filing this
schedule because of Rule l3d-(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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
disclosures provided in a prior cover page.
The information required on 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).
(Page 1 of 20 Pages)
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CUSIP No. 754904 10 0
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John Deere Insurance Group, Inc.
---------------------------------------
I.R.S. ID No. 37-0985304
---------------------------------------
(2) Check the Appropriate Box if a Member of Group (See Instructions)
[ ] (a)
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[ ] (b)
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(3) SEC Use Only
--------------------------------------------------------------
(4) Sources of Funds (See Instructions) ---------------------------------------
(5) Check 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 DELAWARE
------------------
Number of (7) Sole Voting Power 3,087,598
Shares -----------------------
Beneficially (8) Shared Voting Power ----
Owned by Each ---------------------
Reporting Person (9) Sole Dispositive Power 3,086,998
With -------------------
- ----------------
(10) Shared Dispositive Power ----
----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,087,598
-----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [X]
(13) Percent of Class Represented by Amount in Row (11)
44.6%
-----------------------------------------------
(14) Type of Reporting Person (See Instructions) CO
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(Page 2 of 20 Pages)
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This Amendment No. 15 relates to the Statement on Schedule 13D filed by John
Deere Insurance Company with the Securities and Exchange Commission on March 20,
1989, as amended (the "Schedule 13D"). Capitalized terms not otherwise defined
herein have the meanings given them in the Schedule 13D.
Items 2, 4, 5, 6 and 7 of the Schedule 13D are amended to add the following
information.
Item 2. Identity and Background.
-----------------------
Information concerning the directors and executive officers of John Deere
Insurance Group, Inc. ("JDIG") and Deere & Company is set forth in Schedule A
hereto, which is hereby incorporated by reference. During the last five years,
neither JDIG nor Deere & Company or, to the best of their knowledge, any
director or executive officer of JDIG or Deere & Company listed in Schedule A
hereto: (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 4. Purpose of Transaction.
----------------------
Item 4 of the Schedule 13D is hereby amended in its entirety to read as
follows:
On January 11, 1995, Zurich Reinsurance Centre Holdings, Inc., a Delaware
corporation ("ZRC"), ZRC Merger-Sub Corp., a Delaware corporation and a wholly
owned subsidiary of ZRC (the "Sub"), and the Company entered into a merger
agreement dated as of January 11, 1995 (the "Merger Agreement") pursuant to
which the Sub will be merged with and into Re Cap in a transaction (the
"Merger") in which each outstanding share of the Company's Common Stock will be
converted into the right to receive $18.50 in cash.
Simultaneously with the execution of the Merger Agreement, JDIG and ZRC
entered into an Option and Voting Agreement dated as of January 11, 1995 (the
"Option and Voting Agreement") pursuant to which JDIG agreed to vote all
of its shares of the Company's Common Stock (the "JDIG Shares") in favor of the
Merger Agreement and any other related transactions or matters presented in
connection with the Merger and against any other proposal which provides for any
merger, sale of assets or other Third Party Business Combination (as defined in
the Merger Agreement) between the Company (or any subsidiary of the Company) and
any other person or entity or which is otherwise inconsistent with the Merger or
the Merger Agreement.
Pursuant to the Option and Voting Agreement, JDIG also granted to ZRC an
option to purchase from JDIG all but not less than all of the JDIG Shares at a
purchase price (the "Purchase Price") of $18.50 per share in cash (the
"Option"). The Option is exercisable if (i) a Third
(Page 3 of 20 Pages)
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Party Business Combination (as defined in the Merger Agreement) occurs or (ii)
the Merger Agreement is terminated and ZRC is entitled to payment of expenses
and a fee.
The Option and Voting Agreement also provides that if, after purchasing the
JDIG Shares pursuant to the Option, ZRC or any of its affiliates receives any
cash or non-cash consideration in respect of the JDIG Shares in connection with
a Third Party Business Combination (as defined in the Merger Agreement) during
the period commencing on the date of the purchase under the Option and ending on
the first anniversary thereof, ZRC will promptly pay over to JDIG, as an
addition to the Purchase Price, (A) the excess, if any, of the value of such
consideration over the aggregate Purchase Price paid for the JDIG Shares by ZRC
less (B) the amount of any federal, state, local or other tax paid or payable as
a result of, or otherwise attributable to, the sale or other disposition of the
JDIG Shares by ZRC.
The Option and Voting Agreement will terminate on the earlier of (a) the
effective date of the Merger and (b) the date of termination of the Merger
Agreement, unless the Merger Agreement is terminated (i) by ZRC as a result of
its conditions not being satisfied or a material breach by the Company or (ii)
by the Company after a reasonable determination by the Board of Directors of the
Company that a Business Combination (as defined in the Merger Agreement) will
result in a Superior Proposal (as defined in the Merger Agreement), in which
case the Option and Voting Agreement will terminate 15 days after termination of
the Merger Agreement; provided, however, that if, during such 15-day period,
-------- -------
ZRC delivers notice of its exercise of the Option, the Option and Voting
Agreement will terminate six months after termination of the Merger Agreement.
Other than as indicated above, JDIG does not have any present plans or
proposals which relate to or would result in any of the following: (i) the
acquisition of additional securities of the Company or the disposition of
securities of the Company; (ii) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (iv) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
Company's Board of Directors; (v) any material change in the present
capitalization or dividend policy of the Company; (vi) any other material change
in the Company's business or corporate structure; (vii) changes in the Company's
charter or by-laws or other actions which may impede the acquisition of control
of the Company by any person; (viii) causing a class of securities of the
Company to be delisted from a national securities exchange; (ix) a class of
equity securities of the Company becoming eligible for termination of
registration pursuant to
(Page 4 of 20 Pages)
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Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Neither JDIG or Deere & Company, nor, to the best of their knowledge, any
director or executive officer of JDIG or Deere & Company listed in Schedule A
hereto, has effected any transactions in the Company's Common Stock during the
past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
See Item 4 for a description of the Option and Voting Agreement, which is
incorporated herein by reference.
Except as set forth above in Item 4 and except as previously reported, to the
best of JDIG's knowledge, no contracts, arrangements, understandings or
relationships (legal or otherwise) exist among the persons named in Item 2 or
between such persons and any other person with respect to any securities of the
company, including, but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withhholding of proxies.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
The following exhibit is filed as part of this Statement on Schedule 13D:
Exhibit 18. Option and Voting Agreement, dated as of January 11, 1995
between John Deere Insurance Group, Inc. and Zurich Reinsurance
Centre Holdings, Inc.
(Page 5 of 20 Pages)
<PAGE>
Signature
- ---------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
January 12, 1995
JOHN DEERE INSURANCE GROUP, INC.
By /s/ E. L. Schotanus
-----------------------------------------
Name: Eugene L. Schotanus
Title: Chairman
(Page 6 of 20 Pages)
<PAGE>
SCHEDULE A
Directors and Executive Officers of John Deere Insurance Group, Inc.
--------------------------------------------------------------------
Set forth below are the names and present principal occupation or
employment of each director and executive officer of John Deere Insurance
Company, Inc. Unless otherwise indicated, each of such persons is a citizen of
the United States of America and has a business address at John Deere Insurance
Group, Inc., 3400 80th Street, Moline, Illinois 61265.
DIRECTORS
- ---------
Name Principal Occupation or Employment
---- ----------------------------------
Hans W. Becherer Chairman and Chief Executive Officer,
Deere & Company Deere & Company
John Deere Road
Moline, IL 61265
George G. D'Amato Senior Partner, D'Amato & Lynch
D'Amato & Lynch
70 Pine Street
New York, NY 10270
Joseph W. England Senior Vice President, Deere & Company
Deere & Company
John Deere Road
Moline, IL 61265
Dennis E. Hoffman President, John Deere Insurance Group, Inc.;
Deere & Company Vice President, Deere & Company
John Deere Road
Moline, IL 61265
Pierre E. Leroy Vice President and Treasurer, John Deere
Deere & Company Insurance Group, Inc.; Senior Vice President
John Deere Road and Chief Financial Officer, Deere & Company
Moline, IL 61265
Michael P. Orr President, John Deere Credit Company;
Deere & Company Vice President, Deere & Company
John Deere Road
Moline, IL 61265
Michael S. Plunkett Senior Vice President, Deere & Company
Deere & Company
John Deere Road
Moline, IL 61265
(Page 7 of 20 Pages)
<PAGE>
SCHEDULE A
(continued)
Directors and Executive Officers of John Deere Insurance Group, Inc.
--------------------------------------------------------------------
Name Principal Occupation or Employment
---- ----------------------------------
Conor D. Reilly Partner, Gibson, Dunn & Crutcher
Gibson, Dunn & Crutcher
200 Park Avenue
New York, NY 10166
Ruth E. Salzman Retired Executive Vice President and Actuary of
1556 Pine Street Century Insurance Co.
Stevens Point, WI 54481
Eugene L. Schotanus Chairman, John Deere Insurance Group, Inc.;
Deere & Company Executive Vice President, Deere & Company
John Deere Road
Moline, IL 61265
Robert D. Shapiro President, The Shapiro Network, Inc.
312 East Wisconsin Avenue
Suite 700
Milwaukee, WI 53202
Leroy J. Simon Self-employed insurance industry consultant
59 Skyline Drive
Morristown, NJ 07960
Arthur M. Smith Retired Chairman, First Interstate Bank of
First Interstate Bank Nevada
of Nevada
One East 1st Street, 4th Floor
Reno, NV 89520
David H. Stowe, Jr. President and Chief Operating Officer, Deere &
Deere & Company Company
John Deere Road
Moline, IL 61265
(Page 8 of 20 Pages)
<PAGE>
SCHEDULE A
(continued)
Directors and Executive Officers of John Deere Insurance Group, Inc.
--------------------------------------------------------------------
EXECUTIVE OFFICERS.
- -------------------
Name Position
---- --------
Eugene L. Schotanus Chairman
Dennis E. Hoffman President
Robert E. Nixon Senior Vice President
Robert D. Schauenberg Senior Vice President
George Estok Senior Vice President
James L. Harlin Senior Vice President
Robert D. Holland Senior Vice President
Pierre E. Leroy Vice President and Treasurer
(Page 9 of 20 Pages)
<PAGE>
SCHEDULE A
(continued)
Directors and Executive Officers of Deere & Company
---------------------------------------------------
Set forth below are the names and present principal occupation or
employment of each director and executive officer of Deere & Company. Unless
otherwise indicated, each of such persons is a citizen of the United States of
America and has a business address at Deere & Company, John Deere Road, Moline,
Illinois 61265.
DIRECTORS
- ---------
Name Principal Occupation or Employment
---- ----------------------------------
Hans W. Becherer Chairman and Chief Executive Officer, Deere &
Company
John R. Block President, National American Wholesale
201 Park Washington Court Grocers' Association
Falls Church, VA 22046
Leonard A. Hadley Chairman and Chief Executive
403 W. 45 St. North Officer, Maytag Corporation
Newton, IA 50208
Regina E. Herzlinger Professor of Business Administration, Harvard
Harvard Bus. School Business School.
Soldiers Field, Rd.
Boston, MA 02163
Samuel C. Johnson Chairman of S.C. Johnson & Son, Inc.
1525 Howe Street
Racine, WI 53403
Arthur L. Kelly Managing Partner, KEL Enterprises L.P.
Suite 1117
135 S. LaSalle St.
Chicago, IL 60603
Agustin Santamarina V. Of Counsel and retired Senior Partner,
Santamarina y Steta Santamarina y Steta
Edificio "Omega"
Campos Eliseos No. 345-20, piso
Chapultepec Polanco
11560 Mexico, D.F., Mexico
(Citizen of Mexico)
(Page 10 of 20 Pages)
<PAGE>
SCHEDULE A
(continued)
Directors and Executive Officers of Deere & Company
---------------------------------------------------
Name Principal Occupation or Employment
---- ----------------------------------
William A. Schreyer Chairman Emeritus, Merrill Lynch & Co., Inc.
Merrill Lynch & Co., Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536
David H. Stowe, Jr. President and Chief Operating Officer,
Deere & Company
John R. Walter Chairman and Chief Executive Officer of
The Donnelley Bldg. R.R. Donnelley & Sons Company
77 W. Wasker Drive
Chicago, IL 60601
Dr. Arnold R. Weber Chancellor, Northwestern University
633 Clark St.
Evanston, IL 60208-1100
(Page 11 of 20 Pages)
<PAGE>
SCHEDULE A
(continued)
Directors and Executive Officers of Deere & Company
---------------------------------------------------
EXECUTIVE OFFICERS.
- -------------------
Name Position
---- --------
Hans W. Becherer Chairman and Chief Executive Officer
David H. Stowe, Jr. President and Chief Operating Officer
Bernard L. Hardiek Executive Vice President
Eugene L. Schotanus Executive Vice President
Joseph W. England Senior Vice President
Michael Frank Senior Vice President
Ferdinand F. Korndorf Senior Vice President
John K. Lawson Senior Vice President
Pierre E. Leroy Senior Vice President and Chief Financial
Officer
Michael S. Plunkett Senior Vice President
Frank S. Cottrell Vice President, General Counsel and
Secretary
(Page 12 of 20 Pages)
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Page
------- ----
Exhibit 18. Option and Voting Agreement, dated as of January 11, 1995,
between John Deere Insurance Group, Inc. and Zurich
Reinsurance Centre Holdings, Inc. . . . . . . . . . . . . . . . 14
(Page 13 of 20 Pages)
<PAGE>
EXHIBIT 18
OPTION AND VOTING AGREEMENT
THIS AGREEMENT, dated as of January 11, 1995, between Zurich
Reinsurance Centre Holdings, Inc., a Delaware corporation ("ZRC"), and John
Deere Insurance Group, Inc. (the "Shareholder"), a major shareholder of Re
Capital Corporation, a Delaware corporation ("Re Cap").
W I T N E S S E T H:
-------------------
WHEREAS, contemporaneously with the execution of this Agreement, Re
Cap and ZRC are entering into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which a wholly-owned subsidiary of ZRC will be merged
into Re Cap (the "Merger") and the holders of Re Cap's common stock, par value
$0.10 per share ("Re Cap Common Stock"), will receive $18.50 per share of Re
Cap Common Stock;
WHEREAS, ZRC may be required to incur substantial expenses in
connection with the performance of the Merger Agreement;
WHEREAS, ZRC, as a condition to its willingness to enter into the
Merger Agreement, has required the Shareholder to enter into this Agreement
with respect to all of the shares of Re Cap Common Stock owned by the
Shareholder, together with any additional shares of Re Cap Common Stock
hereafter acquired by the Shareholder (pursuant to Section 7, by purchase or
otherwise) (such specified number of shares, and any additional shares when and
if they are acquired, being referred to as the "Shares") on the terms and
conditions hereinafter set forth; and
WHEREAS, the Board of Directors of Re Cap has approved ZRC becoming
an "interested stockholder" for purposes of Section 203 of the Delaware General
Corporation Law;
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option. The Shareholder hereby grants to ZRC an option
---------------
(the "Option") to purchase all but not less than all of the Shares at a
purchase price of $18.50 per share (the "Purchase Price") in cash (subject to
adjustment pursuant to Section 7 below) for each Share purchased.
2. Exercise of Option. At any time prior to the termination of
------------------
this Agreement in accordance with the terms of Section 12, ZRC may exercise the
Option, in whole, but not in part, if:
(a) a Third Party Business Combination (as defined in the Merger
Agreement) occurs; or
(Page 14 of 20 Pages)
<PAGE>
(b) the Merger Agreement is terminated and ZRC is entitled to
payment of expenses and a fee pursuant to section 11.3(b) of the Merger
Agreement.
At any time ZRC wishes to exercise the Option, ZRC shall give written
notice (the "Notice") to the Shareholder specifying a place and a date not less
than two nor more than fifteen business days from the date of the Notice for
the closing (the "Closing") of such purchase; provided, however, that, subject
-------- -------
to the termination provision set forth in Section 12, the date for such Closing
shall be extended to a date that shall not be later than 35 days after the
later of (a) the expiration or termination of any applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the regulations thereunder (the "HSR Act") and (b) the receipt by ZRC of all
necessary approvals under applicable state insurance laws and regulations.
3. Payment and Delivery of Certificate(s). At the Closing
--------------------------------------
hereunder:
(a) ZRC will make payment to the Shareholder of the aggregate
Purchase Price for the Shares being purchased upon exercise of the Option in
immediately available funds by wire transfer to a bank designated by the
Shareholder at least one (1) business day prior to such Closing in an amount
equal to the Purchase Price multiplied by the total number of Shares being
purchased; and
(b) The Shareholder will deliver to ZRC, against payment to the
Shareholder as provided in Section 3(a), a certificate or certificates
representing the number of Shares so purchased by ZRC duly endorsed or with
executed blank stock powers attached, in either event with signature guaranteed
such that registered ownership of the Shares may be registered for transfer on
the books of Re Cap.
4. Agreement to Vote. The Shareholder hereby agrees, during the
-----------------
term of this Agreement, to vote all of the Shares at any meeting, or in
connection with any written consent, of the Re Cap shareholders (a) in favor of
the Merger Agreement and any other related transactions or matters presented in
connection with the Merger and (b) against any other proposal which provides
for any merger, sale of assets or other Third Party Business Combination (as
defined in the Merger Agreement) between Re Cap (or any subsidiary of Re Cap)
and any other person or entity or which is otherwise inconsistent with the
Merger or the Merger Agreement.
5. Legending of Certificates. The Shareholder agrees to submit to
-------------------------
ZRC contemporaneously with or promptly following execution of this Agreement
(or promptly following receipt of any additional certificates representing any
additional Shares) all certificates representing the Shares so that ZRC may
note thereon a legend referring to the option granted to it by, and voting
agreement contained in, this Agreement.
6. Payment of Additional Purchase Price. If, after purchasing the
------------------------------------
Shares pursuant to the Option, ZRC or any of its affiliates receives any cash
or non-cash consideration in respect of the Shares in connection with a Third
Party Business
(Page 15 of 20 Pages)
<PAGE>
Combination during the period commencing on the date of the Closing hereunder
and ending on the first anniversary thereof, ZRC shall promptly pay over to the
Shareholder, as an addition to the Purchase Price, (a) the excess, if any, of
such consideration over the aggregate Purchase Price paid for the shares by ZRC
less (b) the amount of any federal, state, local or other tax paid or payable
as a result of, or otherwise attributable to, the sale or other disposition of
the Shares by ZRC; provided that, (X) if the consideration received by ZRC or
--------
such affiliates shall be securities listed on a national securities exchange or
traded on the NASDAQ National Market ("NASDAQ"), the per share value of such
consideration shall be equal to the closing price per share listed on such
national securities exchange or NASDAQ on the date such transaction is
consummated and (Y) if the consideration received by ZRC or such affiliates
shall be in a form other than securities, the per share value shall be
determined in good faith as of the date such transaction is consummated by ZRC
and the Shareholder, or, if ZRC and the Shareholder cannot reach agreement, by
a nationally recognized investment banking firm reasonably acceptable to the
parties.
7. Adjustments to Prevent Dilution, Etc. In the event of a stock
------------------------------------
dividend or distribution, or any change in Re Cap Common Stock by reason of any
stock dividend, split-up, recapitalization, combination, exchange of shares or
the like, the term "Shares" shall be deemed to refer to and include the Shares
as well as all such stock dividends and distributions and any shares into which
or for which any or all of the Shares may be changed or exchanged. In such
event, the amount to be paid per share by ZRC shall be proportionately
adjusted.
8. Representations and Warranties of the Shareholder.
-------------------------------------------------
The Shareholder represents and warrants to ZRC that:
(a) The Shareholder is the sole beneficial owner of the Shares; the
Shares are all of the shares of the capital stock of Re Cap owned beneficially
or of record by the Shareholder; and the Shareholder owns the Shares, free and
clear of any agreements, liens, adverse claims or encumbrances whatsoever with
respect to the ownership of or the right to vote the Shares.
(b) The Shareholder has all requisite corporate power and authority
to enter into and perform its obligations under this Agreement. The execution,
delivery and performance of this Agreement has been duly authorized by all
necessary corporate action on the part of the Shareholder. This Agreement has
been duly executed and delivered by the Shareholder.
(c) The execution, delivery and performance of this Agreement will
not, with or without the giving of notice or the passage of time, (i) violate
any judgment, injunction, order or decree of any court, arbitrator or
governmental agency applicable to the Shareholder, or (ii) conflict with,
result in the breach of any provision of, constitute a default under, or
require the consent of any third party under, any
(Page 16 of 20 Pages)
<PAGE>
agreement or instrument to which the Shareholder is a party or by which the
Shareholder is bound.
9. Additional Covenants of the Shareholder. The Shareholder hereby
---------------------------------------
covenants and agrees that:
(a) Until the termination of this Agreement, the Shareholder will
not enter into any transaction, take any action or by inaction permit any event
to occur that would result in any of the representations or warranties of the
Shareholder herein contained not being true and correct.
(b) Until the termination of this Agreement, the Shareholder shall
not, directly or indirectly, through any employee, agent or otherwise: (i)
solicit, initiate or encourage submission of proposals or offers from any
person relating to any acquisition or purchase of all or a material part of the
assets of, or any equity interest in, or any merger, consolidation or business
combination with, Re Cap or any of its subsidiaries (an "acquisition
proposal"), or (ii) participate in any discussions or negotiations regarding,
or furnish to any other person any information with respect to, or otherwise
cooperate in any way or assist, facilitate or encourage any acquisition
proposal by any other person.
(c) From and after the date hereof until the termination of this
Agreement, the Shares shall not be sold, transferred, pledged, hypothecated,
transferred by gift, or otherwise disposed of in any manner whatsoever.
(d) The Shareholder shall execute and deliver any additional
documents reasonably necessary or desirable, in the opinion of ZRC's or Re
Cap's counsel, to evidence the Option granted in Section 1 and the agreement to
vote granted in Section 4 with respect to the Shares or otherwise implement and
effect the provisions of this Agreement.
10. Representations and Warranties of ZRC.
-------------------------------------
ZRC represents and warrants to the Shareholder that:
(a) ZRC has all requisite corporate power and authority to enter into
and perform all of its obligations under this Agreement. The execution,
delivery and performance of this Agreement and all of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of ZRC. This Agreement has been duly executed and delivered by
ZRC.
(b) Neither the execution, delivery or performance of this Agreement
by ZRC nor the consummation of the transactions contemplated herein will (i)
violate the Certificate of Incorporation or Bylaws of ZRC, (ii) violate any
judgment, injunction, order or decree of any court, arbitrator or governmental
agency applicable to ZRC, or (iii) conflict with, result in the breach of any
provision of, or constitute a
(Page 17 of 20 Pages)
<PAGE>
default under, any agreement or instrument to which ZRC is a party or by which
ZRC is bound.
(c) If the Option is exercised, the Shares will be acquired for
investment for ZRC's own account, not as a nominee or agent and not with a view
to the distribution of any part thereof. ZRC has no present intention of
selling, granting any participation in, or otherwise distributing the same nor
does ZRC have any contract, undertaking, agreement or arrangement with any
person or to any third person, with respect to any of the Shares.
(d) ZRC understands that the Shares may not be sold, transferred, or
otherwise disposed of without registration under the Securities Act of 1933, as
amended (the "1933 Act"), or an exemption therefrom, and that in the absence of
an effective registration statement covering the Shares or an available
exemption from registration under the 1933 Act, the Shares must be held
indefinitely. In the absence of an effective registration statement covering
the Shares, ZRC will sell, transfer, or otherwise dispose of the Shares only in
a matter consistent with its representations and agreements set forth herein.
11. Cooperation as to Regulatory Matters. As promptly as possible
------------------------------------
after the execution hereof, ZRC will file any required notifications with the
Federal Trade Commission ("FTC") and the Antitrust Division of the Department
of Justice ("Justice") pursuant to and in compliance with the HSR Act and seek
all regulatory approvals required in connection with the transactions
contemplated hereby. ZRC will comply fully with all applicable notification,
reporting and other requirements of the HSR Act and will cooperate with Re Cap
in satisfying such requirements. ZRC shall not unreasonably delay submission
of information required by the FTC and Justice under the HSR Act and shall use
its best efforts to supply such information promptly. At all times from the
date hereof until the termination of this Agreement, ZRC will use its
reasonable best efforts promptly to obtain any and all regulatory approvals and
to make any filings under federal and state securities laws necessary in
connection with the acquisition of Shares pursuant to this Agreement. The
Shareholder will cooperate fully and promptly with ZRC.
12. Termination. This Agreement shall terminate on the earlier of
-----------
(a) the Effective Date (as defined in the Merger Agreement) and (b) the date of
termination of the Merger Agreement, unless the Merger Agreement is terminated
by ZRC pursuant to Section 10.1(d) or Section 10.1(e) thereto or by Re Cap
pursuant to Section 10.1(g) thereto, in which case this Agreement shall
terminate 15 days after termination of the Merger Agreement; provided, however,
-------- -------
that if, during such 15-day period, ZRC delivers the Notice, this Agreement
shall terminate six months after termination of the Merger Agreement.
13. Binding Effect; Assignment. This Agreement shall inure to the
--------------------------
benefit of and be binding upon the parties and their respective successors and
permitted assigns. ZRC may assign its rights and obligations hereunder to an
entity controlled by
(Page 18 of 20 Pages)
<PAGE>
or under common control with ZRC. The Shareholder shall not assign its rights
or obligations hereunder without ZRC's consent.
14. Notices. All notices and communications hereunder shall be in
-------
writing and shall be deemed to have been duly given if delivered personally or
by Federal Express or other courier service or sent by express mail, postage
prepaid, return receipt requested, addressed to the respective party at the
applicable address below, on the date of such personal delivery or on the date
received:
If to ZRC: Zurich Reinsurance Centre Holdings, Inc.
One Chase Manhattan Plaza
43rd Floor
New York, New York 10005
Attention: Steven M. Gluckstern
Telecopy No.: (212) 898-5007
with a copy to: Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
Attention: Peter A. Appel, Esq.
Telecopy No.: (212) 821-8111
If to the Shareholder: John Deere Insurance Group, Inc.
3400 80th Street
Moline, Illinois 61265
Attention: Dennis E. Hoffmann
Telecopy No.: (309) 765-5892
with a copy to: Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Attention: Bonnie Greaves, Esq.
Telecopy No.: (212) 848-7179
Any party may change the foregoing address from time to time by giving the
other party notice thereof.
15. Injunctive Relief; Remedies Cumulative.
--------------------------------------
(a) Each party hereto acknowledges that the other party will be
irreparably harmed and that there will be no adequate remedy at law for a
violation of any of the covenants or agreements of such party that are
contained in this Agreement. It is accordingly agreed that, in addition to any
other remedies that may be available to the non-breaching party upon the breach
by any other party of such covenants and agreements, the non-breaching party
shall have the right to obtain injunctive relief to restrain any breach or
threatened breach of such covenants or agreements or otherwise to obtain
specific performance of any of such covenants or agreements.
(Page 19 of 20 Pages)
<PAGE>
(b) No remedy conferred upon or reserved to any party herein is
intended to be exclusive of any other remedy, and every remedy shall be
cumulative and in addition to every other remedy herein or now or hereafter
existing at law, in equity or by statute.
16. Applicable Law. This Agreement shall be governed by and
--------------
construed in accordance with the laws of the State of Delaware, without regard
to the principles of conflicts of laws thereof.
17. Counterparts. This Agreement may be executed in any number of
------------
counterparts, all of which together shall constitute a single agreement.
18. Effect of Partial Invalidity. Whenever possible, each
----------------------------
provision of this Agreement shall be construed in such a manner as to be
effective and valid under applicable law. If any provision of this Agreement
or the application thereof to any party or circumstance shall be prohibited by
or invalid under applicable law, such provisions shall be ineffective to the
extent of such prohibition without invalidating the remainder of such provision
or any other provisions of this Agreement or the application of such provision
to the other party or other circumstances.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
as of the date first above written.
ZURICH REINSURANCE CENTRE HOLDINGS, INC.
By: /s/ Peter R. Porrino
------------------------------------------
Name: Peter R. Porrino
Title: Senior Vice President and
Chief Financial Officer
JOHN DEERE INSURANCE GROUP, INC.
By: /s/ Dennis E. Hoffmann
----------------------------------------------
Name: Dennis E. Hoffmann
Title: President and Chief Executive Officer
(Page 20 of 20 Pages)
