SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT TO A REGISTRATION
STATEMENT ON FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
NAC Re Corp.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-13891 13-3297840
(STATE OF INCORPORATION OR (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
ORGANIZATION) 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
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Amendment to Description of Registrant's Securities to be
Registered:
On June 18, 1998, NAC Re Corp., a Delaware corporation (the "Company"),
entered into a rights agreement (the "Rights Agreement"), by and between the
Company and American Stock Transfer & Trust Co., a banking corporation organized
under the laws of the State of New York, as rights agent (the "Rights Agent").
The Company and the Rights Agent, entered into the First Amendment to Rights
Agreement (the "Amendment") dated February 16, 1999. The Amendment provides
that:
1. Section 1(d)(ii)(A) of the Rights Agreement is amended to read in
its entirety as follows:
"(A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time or the fulfillment of a
condition or both) pursuant to any agreement, arrangement or
understanding (excluding any merger agreement entered into with the
Company and any stock option agreement entered into in connection
therewith which has been approved by the Board of Directors of the
Company), or upon the exercise of conversion rights, exchange rights,
other rights (other than the Rights), warrants or options or otherwise;
provided, however, that a Person shall not be deemed the "Beneficial
Owner" of, or to "Beneficially Own," securities tendered pursuant to a
tender or exchange offer made by such Person or any of such Person's
Affiliates or Associates until such tendered securities are accepted
for purchase or exchange or"
2. Section 7(a)(ii) of the Rights Agreement is amended to read in its
entirety as follows:
"(ii) the date on which the Rights are redeemed as provided in
Section 23 hereof, the date on which the Rights are exchanged as
provided in Section 27 hereof, or the date that any merger of the
Company and any other entity that has been approved by the Board of
Directors of the Company becomes effective under the relevant
provisions of the Delaware General Corporation Law (such earlier date
being herein referred to as the "Expiration Date")."
On June 10, 1998, the Company filed a copy of the Rights Agreement with
the Securities and Exchange Commission registering the preferred stock purchase
rights issued pursuant to the Rights Agreement under Section 12(b) of the
Securities Exchange Act of 1934, as amended. A copy of the Amendment is filed
herewith. A copy of the Rights Agreement and the Amendment is available free of
charge from the Company. This summary description of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the
Amendment.
Item 2. Exhibits.
Exhibit Description
2.1 First Amendment to Rights Agreement, dated February
16, 1999, to Rights Agreement, dated as of June 18,
1998, by and between NAC Re Corp. and American Stock
Transfer & Trust Co., as Rights Agent.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
NAC RE CORP.
Dated: February 18, 1999 By: /s/ Richard H. Miller
-----------------------------
Name: Richard H. Miller
Title: Vice President, Chief
Financial Officer and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit Description
2.1 First Amendment to Rights Agreement, dated February
16, 1999, to Rights Agreement, dated as of June 18,
1998, by and between the NAC Re Corp. and American
Stock Transfer & Trust Co., as Rights Agent.
FIRST AMENDMENT
TO
RIGHTS AGREEMENT
Amendment, dated February 16, 1999 to the Rights Agreement,
dated as of June 18, 1998 (the "Rights Agreement"), between NAC Re Corp., a
Delaware corporation (the "Company"), and American Stock Transfer & Trust Co.,
as rights agent (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement to specify the terms of the Rights (as defined therein); and
WHEREAS, the Board of Directors of the Company and the Rights Agent
deem it desirable to amend the Rights Agreement pursuant to the provisions of
Section 26 of the Rights Agreement to make certain modifications to the Rights
Agreement, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 1(d)(ii)(A) of the Rights Agreement hereby is amended to
read in its entirety as follows:
"(A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time or the fulfillment of a
condition or both) pursuant to any agreement, arrangement or
understanding (excluding any merger agreement entered into with the
Company and any stock option agreement entered into in connection
therewith which has been approved by the Board of Directors of the
Company), or upon the exercise of conversion rights, exchange rights,
other rights (other than the Rights), warrants or options or otherwise;
provided, however, that a Person shall not be deemed the "Beneficial
Owner" of, or to "Beneficially Own," securities tendered pursuant to a
tender or exchange offer made by such Person or any of such Person's
Affiliates or Associates until such tendered securities are accepted
for purchase or exchange or"
2. Section 7(a)(ii) of the Rights Agreement hereby is amended to read
in its entirety as follows:
"(ii) the date on which the Rights are redeemed as provided in
Section 23 hereof, the date on which the Rights are exchanged as
provided in Section 27 hereof, or the date that any merger of the
Company and any other entity that has been approved by the Board of
Directors of the Company becomes effective under the relevant
provisions of the Delaware General Corporation Law (such earlier date
being herein referred to as the "Expiration Date")."
3. This Amendment may be executed in any number of counterparts each
of which shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
4. Except as specifically provided in this Amendment to the Rights
Agreement, the Rights Agreement shall remain in full force and effect and shall
in no way be amended, modified or affected.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Rights Agreement to be duly executed, all as of the day and year first above
written.
NAC Re Corp.
By: /s/ Nicholas M. Brown, Jr.
---------------------------
Name: Nicholas M. Brown, Jr.
Title: President and
Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST CO.
By: /s/ Herbert J. Lemmer
---------------------------
Name: Herbert J. Lemmer
Title: Vice President
