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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
PXRE Corporation
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(Exact name of registrant as specified in its charter)
May 15, 1996
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Date of Report (Date of earliest event reported)
Delaware 0-15428 06-1183996
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(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
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(Address of principal executive offices) (Zip Code)
(908) 906-8100
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
On May 15, 1996 a putative class action lawsuit was filed in
the Court of Chancery of the State of Delaware which names PXRE Corporation (the
"Company"), Transnational Re Corporation ("Transnational") and the directors of
Transnational as defendants. The action alleges, among other things, that the
proposed merger of Transnational with and into the Company at an exchange ratio
of .98 share of the Company's Common Stock for each publicly held share of
Transnational's Class A Common Stock is grossly unfair and inadequate, that the
directors of Transnational have violated their fiduciary duties to Transnational
and that the Company has violated its alleged fiduciary duties as a controlling
stockholder of Transnational. The action seeks, among other things, to enjoin
the proposed combination of the Company and Transnational and/or to recover
damages.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
Number Exhibit
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99 Press Release, dated May 17, 1996.
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SIGNATURES
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 hereunto duly authorized.
PXRE CORPORATION
Dated: May 17, 1996 By: /s/ Gerald L. Radke
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Gerald L. Radke
Chairman, President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Exhibit Page
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99 Press Release, dated May 17, 1996 5
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Exhibit 99
FOR IMMEDIATE RELEASE Contact: Sanford M. Kimmel
- --------------------- Senior Vice President,
Treasurer and Chief
Financial Officer
(908)906-8100
LAWSUIT FILED AGAINST PXRE CORPORATION IN CONNECTION WITH
PROPOSAL FOR MERGER WITH TRANSNATIONAL RE CORPORATION
EDISON, New Jersey (May 17, 1996) -- PXRE Corporation (Nasdaq: PXRE) today
announced that a putative class action lawsuit was filed in the Court of
Chancery of the State of Delaware on May 15, 1996, which names PXRE Corporation,
Transnational Re Corporation (Nasdaq: TREX) and the directors of Transnational
Re, including certain persons who are also officers of PXRE and Transnational
Re, as defendants. The action was filed in response to PXRE's announcement on
May 10, 1996 of its proposal to Transnational Re to merge Transnational Re with
and into PXRE at an exchange ratio of .98 share of PXRE Common Stock for each
publicly held share of Transnational Re Class A Common Stock.
The action alleges, among other things, that the proposed transaction is grossly
unfair and inadequate, that those defendants who are directors of Transnational
Re have violated their fiduciary duties to Transnational Re and that PXRE has
violated its alleged fiduciary duties as a controlling stockholder of
Transnational Re. The action seeks certification as a class action on behalf of
all Class A common stockholders of Transnational Re, other than the defendants,
and seeks to enjoin the proposed combination of Transnational Re and PXRE and/or
to recover damages.
As previously announced, Transnational Re is forming a special committee of its
board of directors, consisting of all of its independent directors, to consider
PXRE's proposal with the assistance of independent legal and financial advisors.
PXRE provides reinsurance products and services to a national and international
marketplace, with principal emphasis on commercial and personal property risks.
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