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 (Date of earliest event reported) May 26, 1999
NAC Re Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-13891 13-3297840
(State or Other Jurisdiction (Commission File Number) (I.r.s. Employer
of Incorporation) Identification No.)
One Greenwich Plaza, CT 06836-2568
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 622-5200
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Item 5. Other Events.
The registrant's press release, dated May 26, 1999, announcing
the adoption of the Agreement and Plan of Merger, dated as of February 15, 1999,
as amended, by the registrant's stockholders is filed herewith as Exhibit 99.1
and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
Exhibit Number Description
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99.1 Press Release of the registrant, dated May 26, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NAC RE CORP.
By: /s/ RICHARD H. MILLER
------------------------------------------
Name: Richard H. Miller
Title: Chief Financial Officer & Treasurer
Dated: May 27, 1999
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99.1 Press Release of the registrant, dated May 26, 1999.
EXHIBIT 99.1
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NAC RE CORP.
One Greenwich Plaza
P.O. Box 2568
Greenwich, CT 06836-2568
Phone: (203) 622-5200
Fax: (203) 622-5511
NEWS RELEASE
Contact: Richard H. Miller
CFO & Treasurer
NAC Re Corp.
(203) 622-5535
NAC RE CORP. STOCKHOLDERS ADOPT MERGER AGREEMENT AND
APPROVE MERGER WITH XL CAPITAL LTD
GREENWICH, CT, May 26, 1999 - NAC Re Corp. (NYSE:NRC)("NAC Re") announces that
at today's special meeting, its stockholders adopted the Agreement and Plan of
Merger, dated as of February 15, 1999, as amended (the "Merger Agreement"),
pursuant to which NAC Re will merge with a wholly-owned subsidiary of XL Capital
Ltd (NYSE:XL)("XL"). The merger was previously announced on February 16, 1999.
The merger remains subject to the closing conditions set forth in the Merger
Agreement.
Under the terms of the merger approved today, stockholders of NAC Re will
receive 0.915 of an XL share for each NAC Re share owned in a tax-free exchange
of shares that will be accounted for as a pooling of interests under U.S.
generally accepted accounting principles.
Of the votes cast, over 99.5% percent voted in favor of the adoption of the
Merger Agreement.
The merger is currently expected to be completed in June, 1999.
NAC Re Corp. is the parent company of NAC Reinsurance Corporation, an A+ rated
U.S. reinsurer which is licensed in all fifty states, the District of Columbia
and all provinces of Canada.
XL Capital Ltd, through its wholly-owned subsidiaries, including XL Insurance
Ltd., XL Mid Ocean Reinsurance Ltd., The Brockbank Group plc and XL Capital
Products Ltd., is a leading provider of insurance and reinsurance coverages and
financial products worldwide.
Additional information on both NAC Re and XL is available from their respective
web sites, "www.nacre.com" and "www.xl.bm."
Safe Harbor for Forward-Looking Statements
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Certain statements made in NAC Re's presentation that are not based on current
or historical fact are forward-looking in nature including, without limitation,
statements containing words "believes," "anticipates," "intends," "expects,"
"estimates," "predicts," and words of similar import. Such forward-looking
statements involve known and unknown risks, assumptions, uncertainties, and
other factors that may cause actual results, performance, or achievements of NAC
Re or the industry to differ materially from any future results, performance, or
achievements expressed or implied by such forward-looking statements.
NAC Re has identified certain risk factors which could cause actual plans or
results to differ substantially from those included in any forward-looking
statements. These risk factors are discussed in NAC Re's Securities and Exchange
Commission filings including, but not limited to, its most recent Forms 10-K,
10-Q, and 8-K, and all such discussions regarding risk factors are hereby
incorporated by reference into this presentation. Copies of these filings are
available from NAC Re or directly from the SEC.
