<PAGE>
Table of Contents
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Available Information 2 Selling Shareholders 3
Incorporation of Certain Plan of Distribution 4
Documents by Reference 2 Experts 4
Use of Proceeds 3 Legal Opinion 4
AVAILABLE INFORMATION
FAEH is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the SEC. Such reports, proxy
statements and other information concerning FAEH may be inspected and copied at
the public reference facility maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC,
Room 1400, 75 Park Place, New York, New York 10007 and Room 3190, Kluczynski
Federal Building, 230 South Dearborn Street, Chicago, Illinois 60604. Such
materials can also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005. Copies of such material can
also be obtained from the Public Reference Section of the SEC, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is hereby incorporated by reference herein FAEH's Annual Report on
Form 10-K for its fiscal year ended December 31, 1995, FAEH's Quarterly Reports
on Form 10-Q for the periods ended March 31, 1996, June 30, 1996 and September
30, 1996 and the description of the FAEH Common Stock which is contained in
FAEH's registration statement on Form S-3 dated July 26, 1994, as amended by
FAEH's amendment on Form S-3 dated November 7, 1994, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by FAEH pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated herein (or deemed to be incorporated by reference) shall be deemed
to be modified or superseded to the extent that a statement contained herein has
modified or superseded such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. FAEH hereby undertakes to provide,
without charge, to each person to whom this Prospectus is delivered, on the
written or oral request of such person, any and all of the documents
incorporated by reference in this Prospectus (other than Exhibits to such
documents unless such Exhibits are specifically incorporated by reference into
the document that this Prospectus incorporates). Written or oral requests of
such copies should be directed to Dennis P. Beaulieu, Secretary, Fund American
Enterprises Holdings, Inc., 80 South Main Street, Hanover, NH 03755.
2
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USE OF PROCEEDS
FAEH will receive no proceeds from the sale of these securities.
SELLING SHAREHOLDERS
Set forth below is a list of the Selling Shareholders, their positions with
FAEH and the number of shares of FAEH Common Stock (a) beneficially owned by
each as of December 31, 1996, and (b) which each may sell pursuant to this
Prospectus (which represents those shares of FAEH Common Stock purchased on
behalf of the Selling Shareholders' under the Plan). The following is based on
information furnished by the Selling Shareholders.
<TABLE>
<CAPTION>
Shares
Beneficially Shares
Owned as of Being
December 31, Offered
Owner Position 1996(a) Hereby
----- -------- ------- ------
<S> <C> <C> <C>
John J. Byrne Chairman, President &
Chief Executive Officer 1,499,882 (b) 0
K. Thomas Kemp Executive Vice President 23,537 2,000
Allan L. Waters Senior Vice President and
Chief Financial Officer 6,900 1,000
------
TOTAL SHARES BEING OFFERED HEREBY 3,000
=====
</TABLE>
(a) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act.
(b) The shares of FAEH Common Stock shown as beneficially owned by Mr. Byrne
consist in part of warrants to purchase 1,000,000 shares of FAEH Common
Stock, which are currently exercisable.
Assuming all shares of FAEH Common Stock offered hereby were sold as of
December 31, 1996, Messrs. Byrne, Kemp and Waters would retain beneficial
ownership of 1,499,882, 21,537, and 5,900 shares, respectively, and none of
them would beneficially own greater than one percent of the total number of
shares of FAEH Common Stock outstanding, except Mr. Byrne who would then own
18.9% of such shares as of December 31, 1996.
3
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The business address of Messrs. Byrne, Kemp and Waters is 80 South Main
Street, Hanover, NH 03755.
PLAN OF DISTRIBUTION
Each of the Selling Shareholders, their donees and estates, their
respective pledgees and dealers who may purchase from any of the foregoing may
from time to time sell all or part of the shares of FAEH Common Stock that may
be offered by such person hereunder on the New York Stock Exchange, Inc. or
other securities exchange or over the counter market, at prices and at terms
then prevailing or in negotiated transactions or otherwise.
EXPERTS
The consolidated financial statements of FAEH, appearing in FAEH's Annual
Report on Form 10-K for the year ended December 31, 1995, have been audited by
Ernst & Young, Independent Auditors, as set forth in their report included
therein, and incorporated herein by reference. The consolidated financial
statements referred to above are incorporated herein by reference in reliance
upon such report and upon the authority of such firm as experts in auditing and
accounting.
LEGAL OPINION
The validity of the FAEH Common Stock registered pursuant to the Plan was
passed upon for FAEH by Richard E. Dobson, Vice President and General Counsel of
FAEH at the applicable time.
4
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- --------
Fund
American
- --------
February 18, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention of Filing Desk
Dear Sirs,
Enclosed for filing pursuant to General Instruction B.3 of Form S-8 and Rule
424(b) under the Securities Act of 1933 are ten copies of a Reoffer Prospectus
relating to the Registration Statement on Form S-8 (Reg. No. 33-5296) of Fund
American Enterprises Holdings, Inc.
Please acknowledge receipt of the enclosed materials by stamping the
accompanying copy of this letter and returning it to me in the enclosed
self-addressed, stamped envelope.
Very truly yours,
/s/
Michael S. Paquette
Vice President and Controller
New York Stock Exchange
Attn: Listings Department
20 Broad Street
New York, N.Y. 10041
Fund American Enterprises Holdings, Inc.
80 South Main Street
Hanover, NH 03755
(603) 640-2205
