SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 13, 1995
PIEDMONT MANAGEMENT COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-3578 13-2612123
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
80 Maiden Lane, New York, New York 10038
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 363-4650
______________________________________________________________
(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant.
On December 13, 1995, Piedmont Management Company Inc., a Delaware
corporation (the "Company"), merged with and into Chartwell Re Corporation, a
Delaware corporation ("Chartwell"), with Chartwell being the corporation
surviving the merger. The merger was consummated pursuant to an Agreement and
Plan of Merger dated as of August 7, 1995, as amended as of November 9, 1995
between Piedmont and Chartwell (as amended, the "Merger Agreement").
Under the terms and conditions of the Merger Agreement, each share of
Piedmont common stock, par value $.50 per share (the "Piedmont Common Stock")
issued and outstanding (other than shares owned by Piedmont or any of its
subsidiaries or Chartwell or any of its subsidiaries, all of which will be
cancelled) was converted into the right to receive approximately .5656 shares
of Chartwell common stock, par value $.01 per share (the "Chartwell Common
Stock"). There were 5,487,887 shares of Piedmont common stock outstanding
immediately prior to the merger. As of the time of the merger, the Chartwell
Common Stock was not publicly traded. Immediately subsequent to the Merger,
the former holders of Piedmont Common Stock hold approximately 45.25% of the
aggregate number of shares of Chartwell Common Stock outstanding.
Pursuant to the Merger Agreement, the directors of the merged entity
are Richard E. Cole, the Chairman and Chief Executive Officer of Chartwell,
Steven J. Bensinger, the President of Chartwell, and Jacques Q. Bonneau, the
Executive Vice President and Chief Underwriting Officer of Chartwell, six
additional persons who were directors of Chartwell immediately prior to the
merger (Bruce W. Schnitzer, David J. Callard, Stephen L. Green, Greg S.
Feldman, Frank E. Grzelecki and John Sagan), and four persons who were
directors of Piedmont immediately prior to the Merger (Messrs. DeMichele,
Miller, L. Richardson, Jr. and S. Richardson).
In connection with the merger, Chartwell entered into a Stockholders
Agreement dated as of December 13, 1995 (the "Stockholders Agreement") with
certain of its stockholders (the "Chartwell Stockholders") and with certain of
the Piedmont stockholders (the "Piedmont Stockholders"). Among other things,
the Stockholders Agreement contains provisions giving certain Piedmont
Stockholders signing the agreement certain rights with respect to
representation on the Chartwell Board of Directors following the merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
Agreement and Plan of Merger dated as
of August 7, 1995, as amended as of
November 9, 1995.*
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* Incorporated herein in its entirety by reference to Exhibit 2.1 of
Amendment No. 1 to the Company's Registration Statement on Form S-1, dated
November 9, 1995 and filed with the Commission (Registration No. 62919).
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
99.1 Agreement and Plan of Merger dated as *
of August 7, 1995, as amended as of
November 9, 1995.
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* Incorporated herein in its entirety by reference to Exhibit 2.1 of
Amendment No. 1 to the Company's Registration Statement on Form S-1, dated
November 9, 1995 and filed with the Commission (Registration No. 62919).
SIGNATURE
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 thereunto duly authorized.
PIEDMONT MANAGEMENT COMPANY, INC.
By /s/ Peter Palenzona
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Name: Peter Palenzona
Title: Executive Vice President
As of December 13, 1995
