<PAGE>
FORM 10-Q/A
AMENDMENT NO. 1 (AMENDING PART II, ITEM 4 and ITEM 6)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-15428
PXRE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-1183996
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization.) Identification No.)
399 Thornall Street
Edison, New Jersey 08837
(Address of principal executive offices) (Zip Code)
(908) 906-8100
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
As of August 10, 1995, 8,724,142 shares of Common Stock, $.01 par value per
share, of the Registrant were outstanding.
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At PXRE's Annual Meeting of Shareholders held on June 8, 1995, the holders
of the Common Stock of PXRE approved the following:
(i) The election of three Class III directors to serve until the 1998
Annual Meeting of Shareholders and until their successors have been elected
and have qualified, with the following results (there being no broker
non-votes):
<TABLE>
<CAPTION>
Nominee Votes For Votes Withheld
------- --------- --------------
<S> <C> <C>
Bernard Kelly 6,134,105 4,040
Edward P. Lyons 6,134,105 4,040
David W. Searfoss 6,134,105 4,040
</TABLE>
(ii) The appointment of Price Waterhouse as PXRE's independent public
accountants for the fiscal year ending December 31, 1995, by the vote of
6,109,980 votes for and 28,165 votes withheld/against, including 1,865
abstentions, and with no broker non-votes.
(iii) The adoption of PXRE's Director Stock Option Plan by the vote of
5,924,139 votes for and 154,006 votes withheld/against, including 21,530
abstentions, and with no broker non-votes.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit
Number Description
------- -----------
10.1 Director Stock Option Plan of PXRE (incorporated herein
by reference to Appendix A to the Proxy Statement of
PXRE dated May 3, 1995).
(b) Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to this report to be signed on
its behalf by the undersigned thereunto duly authorized.
PXRE CORPORATION
September 7, 1995 By: /s/ Sanford M. Kimmel
----------------------
Sanford M. Kimmel
Its Senior Vice President, Treasurer
and Chief Financial Officer
