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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PXRE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-1183996
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(State of Incorporation or Organization) (IRS Employer
Identification no.)
399 Thornall Street, Fourteenth Floor, Edison, New Jersey 08837
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, New York Stock Exchange
par value $.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The capital stock of PXRE Corporation, a Delaware corporation (the
"Company" or "Registrant") to be registered on the New York Stock Exchange, Inc.
is the Company's Common Stock, par value $.01 per share ("Common Stock"). The
Registrant's authorized capital stock consists of 40,000,000 shares of Common
Stock and 500,000 shares of Serial Preferred Stock, par value $.01 per share
("Preferred Stock").
Common Stock
Subject to the preferential rights, if any, of holders of any then
outstanding Preferred Stock, the holders of Common Stock are entitled to receive
dividends when and as declared by the Board of Directors of the Company out of
funds legally available for such payment. The declaration and payment of such
dividends by the Registrant is subject to the discretion of its Board of
Directors and is dependent, among other things, upon any dividends it may
receive as the sole stockholder of PXRE Reinsurance Company ("PXRE
Reinsurance"). Dividends paid by PXRE Reinsurance are dependent upon many
factors, including its earnings and financial condition, its business needs and
capital and surplus requirements and applicable regulatory restrictions, in
particular the insurance statutes and regulations of the State of Connecticut.
Connecticut insurance law provides that the maximum amount of dividends or other
distributions that PXRE Reinsurance may declare or pay to the Company within any
twelve-month period, without regulatory approval, is limited to the lesser of
(a) earned surplus or (b) the greater of 10% of policyholders' surplus at
December 31 of the preceding year or 100% of net income for the twelve-month
period ending December 31 of the preceding year, all determined in accordance
with statutory accounting practices. (No consideration is given by the
Connecticut Insurance Commissioner to financial statements prepared in
accordance with generally accepted accounting principles in the determination of
the foregoing dividend limitations.) No assurances can be given that any
dividends will be declared and paid by the Company or PXRE Reinsurance or as to
the amount of such dividends, if any.
Holders of shares of Common Stock do not have any preemptive or other
rights to purchase additional shares. Subject to the preferential rights of
holders of any then outstanding Preferred Stock, the holders of shares of Common
Stock are entitled to share ratably in the assets of the Company available for
distribution to stockholders in the event of the liquidation, dissolution or
winding up of the Company. The issued and outstanding shares of Common Stock are
fully paid and nonassessable. In addition to corporate law, the acquisition of
shares of the Company's Common Stock is governed by applicable insurance laws.
Holders of shares of Common Stock are entitled to cast one vote for each
share held at all stockholder meetings for all purposes, including the election
of directors. There is no cumulative voting.
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The Registrant's Amended and Restated Certificate of Incorporation provides
for the election of directors to staggered three-year terms. Additionally, the
Amended and Restated Certificate of Incorporation provides that the number of
directors may be increased or decreased by up to two members within any
twelve-month period by a resolution adopted by a majority vote of the Company's
Board of Directors, with any further increases or decreases in such period
requiring a resolution adopted by at least two-thirds of the entire Board and a
majority (but not less than six) of the Continuing Directors (as defined
therein). Furthermore, directors may be removed from office, with or without
cause, only by the affirmative vote of two-thirds or more of the voting power of
then-outstanding shares of capital stock of the Company entitled to vote
generally in the election of directors.
The Registrant's Amended and Restated Certificate of Incorporation also
contains special voting provisions which apply to certain business transactions
involving the Company or PXRE Reinsurance with, or proposed by or on behalf of,
an interested stockholder or certain related parties (excluding Phoenix Home
Life Mutual Insurance Company ("Phoenix Home Life") and any direct or indirect
subsidiary thereof). In general, such a transaction must be approved by
two-thirds of the directors or by the affirmative vote of at least two-thirds of
the total voting power of the Company's capital stock entitled to vote generally
in the election of directors (including the affirmative vote of a majority of
the shares of the Company's outstanding voting stock, excluding shares
beneficially owned, directly or indirectly, by any person who owns 5% or more of
the then outstanding voting stock or controls, is controlled by, or is under
common control with the Company (except for Phoenix Home Life); provided,
however, that if the terms of such transaction meet certain "fair price"
requirements and such transaction is recommended to stockholders by the
favorable vote of at least a majority of the entire Board of Directors (and a
majority, but not less than four, of the Continuing Directors), then only the
vote, if any, required by Delaware law is required.
The effect of the above-described provisions of the Registrant's Amended
and Restated Certificate of Incorporation may be to impede a change in control
of the Company and to deprive stockholders of an opportunity to sell their
shares at a premium over prevailing market prices in connection with such
transaction. As a result of the possible effects of such provisions, they may be
considered as "anti-takeover" provisions.
Preferred Stock
The Board of Directors may, without action of the stockholders of the
Company, issue Preferred Stock from time to time in one or more series with
distinctive serial designations.
The Board of Directors is authorized to determine, among other things, with
respect to each series which may be issued: (i) the dividend rate and conditions
and the dividend preferences, if any; (ii) whether dividends would be cumulative
and, if so, the date from which dividends on such series would accumulate; (iii)
whether, and to what extent, the holders of such series would enjoy voting
rights, if any, in addition to those prescribed by law; (iv) whether, and upon
what terms, such series would be convertible into or exchangeable for shares of
any other class of capital stock or other
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series of Preferred Stock; (v) whether, and upon what terms, such series would
be redeemable; (vi) whether or not a sinking fund would be provided for the
redemption of such series and, if so, the terms and conditions thereof; and
(vii) the preference, if any, to which such series would be entitled in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
Company. With regard to dividends, redemption and liquidation preference, any
particular series of Preferred Stock may rank junior to, on a parity with or
senior to any other series of Preferred Stock and any class of the Common Stock.
It is not possible to state the actual effect of the authorization of the
Preferred Stock upon the rights of holders of shares of Common Stock until the
Board of Directors determines the specific rights of the holders of a series of
the Preferred Stock. However, such effects might include (a) restrictions on
dividends on the Common Stock if dividends on Preferred Stock have not been
paid; (b) dilution of the voting power of the Common Stock to the extent that
the Preferred Stock has voting rights; (c) dilution of the equity interest of
the Common Stock to the extent that the Preferred Stock is converted into Common
Stock; or (d) the Common Stock not being entitled to share in the Company's
assets upon liquidation until satisfaction of any liquidation preference granted
the holders of the Preferred Stock. Issuance of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could make it more difficult for a third party to acquire a
majority of the outstanding voting stock. Accordingly, the issuance of Preferred
Stock may be used as an "anti-takeover" device without further action on the
part of the stockholders of the Company. The Company has no present plans to
issue any shares of Preferred Stock.
Item 2. Exhibits.
The securities being registered hereby are to be registered on an exchange
on which no other securities of the Registrant are registered. Therefore, all
exhibits required by Instruction II to Item 2 will be supplied to the New York
Stock Exchange and are not filed with or incorporated by reference to this
Registration Statement.
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SIGNATURE
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.
PXRE Corporation
Date: December 18, 1996 By: /s/ Gerald L. Radke
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Gerald L. Radke
Chairman of the Board, President
and Chief Executive Officer
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