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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Transnational Re Corporation
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
893779108
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(CUSIP Number)
Sanford M. Kimmel
PXRE Corporation
399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
(908) 906-8100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 1996
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] .
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 893779108 13D Page 2 of 14 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PXRE Corporation (06-1183996)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
1,535,948
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,535,948
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535,948
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.3%
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14 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 893779108 13D Page 3 of 14 Pages
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The statement on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission on November 12, 1993 by PXRE Corporation
("PXRE"), formerly known as Phoenix Re Corporation, is hereby amended and
restated by this Amendment No. 1 to the Schedule 13D as follows:
Item 1. Security and Issuer
This statement relates to the Class A Common Stock, par value $.01
share (the "Class A Common Stock"), of Transnational Re Corporation, a Delaware
corporation (the "Company"), whose principal executive offices are located at
399 Thornall Street, Edison, New Jersey 08837.
Item 2. Identity and Background
This statement is filed by PXRE Corporation, a Delaware corporation
("PXRE"). PXRE is an insurance holding company whose principal business as such
is conducted from its principal office at 399 Thornall Street, Edison, New
Jersey 08837.
During the last five years, PXRE has not been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
During the last five years, PXRE has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
For information in response to this Item with respect to the
executive officers and directors of PXRE, reference is made to the corresponding
Item of Appendix A to this report, the contents of which is incorporated herein.
Item 3. Source and Amount of Funds or
Other Consideration
Of the total number of shares of the Company's Class B Common Stock,
par value $.01 per share (the "Class B Common Stock"), acquired by PXRE both
directly and indirectly through a wholly-owned subsidiary, 100 shares were
acquired on August 31, 1993 for consideration of $1,000 in cash from the general
funds of PXRE, and 1,535,848 shares were acquired on November 8, 1993 in
exchange for all of the outstanding capital stock of Transnational Insurance
Company, then an indirect wholly-owned subsidiary of PXRE ("TN"), valued at
approximately $15,000,000.
For information in response to this Item with respect to the
executive officers and directors of PXRE, reference is made to the corresponding
Item of Appendix A to this report, the contents of which is incorporated herein.
Item 4. Purpose of the Transaction
PXRE, through its wholly-owned subsidiary, PXRE Reinsurance Company
("PXRE Reinsurance"), formerly known as Phoenix Reinsurance Company, owns
beneficially a total of 1,535,948 shares of Class B Common Stock which shares
are convertible into an equal number of shares of Class A Common Stock. In
addition, pursuant to a management agreement, PXRE Reinsurance manages the
day-to-day operations of the Company and its wholly-owned subsidiary, TN, and
the officers of PXRE Reinsurance serve as the officers of the Company and TN. By
virtue of such share ownership and contractual relationship, PXRE may be deemed
to be a controlling person of the Company pursuant to the provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder.
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CUSIP No. 893779108 13D Page 4 of 14 Pages
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In connection with the organization of and initial public offering by
the Company, PXRE acquired, both directly and indirectly through its
wholly-owned subsidiary, PXRE Reinsurance, a total of 1,535,948 shares of the
Company's Class B Common Stock. For as long as the outstanding Class B Common
Stock possesses more than 5% of the combined outstanding voting power of the
Class A Common Stock and the Class B Common Stock, the holder of the Class B
Common Stock, voting as a separate class, is entitled to elect the minimum
number of directors of the Company as shall constitute at least 40% of the total
Board of Directors (initially being two of the five directors of the Company).
In addition, the three other initial directors of the Company were appointed by
the two initial directors elected by PXRE.
The Class B Common Stock is convertible at any time at the option of,
and without cost to, the holder into an equal number of shares of Class A Common
Stock, provided that all outstanding shares of Class B Common Stock will
automatically be converted into shares of Class A Common Stock if the voting
power of the outstanding Class B Common Stock falls to 5% or less of the
combined outstanding voting power of the Class A Common Stock and the Class B
Common Stock. The Class B Common Stock may not be transferred other than to the
Company or to affiliates of PXRE, although the shares of Class A Common Stock
obtained upon the conversion thereof are transferable subject to certain
contractual restrictions thereon (see Item 6 below).
As discussed above in Item 3, 100 shares of Class B Common Stock were
acquired by PXRE on August 31, 1993 in connection with its organization of the
Company, and the remaining 1,535,848 shares were acquired by PXRE, through PXRE
Reinsurance, on November 8, 1993 in connection with the November 9, 1993 closing
of the Company's initial public offering.
PXRE intends continually to review the Company's business affairs and
financial position, as well as conditions in the securities markets and general
economic and industry conditions. Based upon such evaluation and review, PXRE
may decide to acquire shares of Class A Common Stock in the open market, in
privately negotiated transactions or otherwise, or, subject to certain
contractual arrangements (see Item 6 below), may decide to convert all or a
portion of its holdings of Class B Common Stock and sell all or a portion of its
resulting holdings of Class A Common Stock in the open market (by means of a
registered secondary offering or otherwise) or in privately negotiated
transactions.
Except as described in the proposal letter delivered by PXRE to the
Company dated May 10, 1996, attached hereto as Exhibit 5, and the related press
release issued by PXRE dated May 10, 1996, attached hereto as Exhibit 6, PXRE
presently has no plans or proposals with respect to any matter set forth in
Items 4(a) through 4(j) of Schedule 13D.
For information in response to this Item with respect to the
executive officers and directors of PXRE, reference is made to the corresponding
Item of Appendix A to this report, the contents of which is incorporated herein.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on May 9, 1996, assuming the
conversion by PXRE of all of the shares of Class B Common Stock then owned by it
into an equal number of shares of Class A Common Stock, PXRE beneficially owned
1,535,948 shares of Class A Common Stock, constituting approximately 22.3% of
the total number of shares of Class A Common Stock then outstanding (including
in such total number of outstanding shares the shares of Class A Common Stock
obtainable by PXRE upon such conversion).
(b) Were PXRE to convert its shares of Class B Common Stock into
shares of Class A Common Stock as aforesaid, PXRE would have the sole power to
vote or to direct the vote, and the sole power to dispose or to direct the
disposition, of all of the shares of Class A Common Stock obtained by it upon
such conversion.
(c) PXRE has not effected any transactions in shares of Class A
Common Stock during the past 60 days.
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CUSIP No. 893779108 13D Page 5 of 14 Pages
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(d) PXRE Reinsurance, as the record owner of the 1,535,948 shares of
Class B Common Stock, has the right to receive or direct the receipt of any
dividends or sale proceeds with respect thereto. If such shares of Class B
Common Stock were to be converted into shares of Class A Common Stock, PXRE
Reinsurance, as the record owner, would have the right to receive or direct the
receipt of any dividends or sale proceeds with respect to such shares of Class A
Common Stock. Except for the foregoing, no person other than PXRE has the right
to receive or the power to direct the receipt of dividends from, or proceeds
from the sale of, shares of Class A Common Stock.
(e) Not applicable.
For information in response to this Item with respect to the
executive officers and directors of PXRE, reference is made to the corresponding
Item of Appendix A to this report, the contents of which is incorporated herein.
Item 6. Contract, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
PXRE Reinsurance and the Company are parties to a Registration Rights
Agreement dated November 8, 1993 (the "Registration Rights Agreement") whereby
PXRE Reinsurance is entitled to certain registration rights. Pursuant to such
Agreement, PXRE Reinsurance has the right, upon conversion of any or all of its
shares of Class B Common Stock into Class A Common Stock, to have any or all of
the shares of Class A Common Stock so acquired by it upon such conversion
included in a registration statement filed by the Company under the Securities
Act of 1933, as amended (the "Securities Act"), subject to certain limitations
set forth in the Registration Rights Agreement. In addition, PXRE Reinsurance
has the right, from and after November 9, 1994 (being the first anniversary of
the closing of the Company's initial public offering), to request that the
Company file a registration statement under the Securities Act with respect to
any and all shares of Class A Common Stock acquired by PXRE Reinsurance upon
conversion of any or all of the shares of Class B Common Stock. Notwithstanding
the foregoing, PXRE Reinsurance will be permitted to exercise its demand
registration rights before November 9, 1994 with the prior written consent of a
majority of the Company's Board of Directors and a majority of the independent
members of the Company's Board of Directors. The Company is not required to
comply with any registration demand if, in the good faith judgment of the Board
of Directors, it would be significantly disadvantageous to the Company or its
stockholders for a registration statement to be maintained effective, or to be
filed and become effective. In the event a registration statement has been
withdrawn or has not been filed, then the requested registration may be deferred
until the earlier of 120 days or such time as the disadvantageous condition no
longer exists. PXRE Reinsurance is limited to three demand registrations under
the Registration Rights Agreement. The registration rights granted to PXRE
Reinsurance under the Registration Rights Agreement are assignable in whole or
in part. In general, in connection with any registration of Class A Common
Stock, the Company will bear all registration and filing fees, printing
expenses, fees and disbursements of counsel for each of the Company and PXRE
Reinsurance, "blue sky" fees and expenses and the expense of any special audits
incident to or required by any such registration. For each registration of Class
A Common Stock, PXRE Reinsurance will bear all underwriting discounts, selling
commissions and transfer taxes applicable to such sales.
In addition to the foregoing, the Registration Rights Agreement
prohibits PXRE Reinsurance from transferring shares of Class A Common Stock
obtained upon conversion of shares of Class B Common Stock unless registered
under the Securities Act, sold pursuant to Rule 144 thereunder or (subject to
the Company's prior receipt and approval of a supporting opinion of counsel)
sold in a transaction otherwise exempt from the registration requirements
thereof.
Other than as described in this Item 6, PXRE has no contracts,
arrangements, understandings or relationships (legal or otherwise) with any
other person with respect to any securities of the Company. For information
regarding a proposal by the Board of Directors of PXRE to the Board of Directors
of the Company for a strategic business combination of PXRE and the Company, see
Exhibits 5 and 6 attached hereto (as referenced in Item 4 above).
For information in response to this Item with respect to the
executive officers and directors of PXRE, reference is made to the corresponding
Item of Appendix A to this report, the contents of which is incorporated herein.
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CUSIP No. 893779108 13D Page 6 of 14 Pages
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Item 7. Material to be Filed as Exhibits
Exhibit 1 -- Intentionally Omitted.
Exhibit 2 -- Registration Rights Agreement.
Exhibit 3 -- Intentionally Omitted.
Exhibit 4 -- Intentionally Omitted.
Exhibit 5 -- Proposal Letter.
Exhibit 6 -- Press Release.
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CUSIP No. 893779108 13D Page 7 of 14 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned, by its duly authorized officer, certifies
that the information set forth in this statement is true, complete and correct.
By: /s/ Gerald L. Radke
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Date: May 13, 1996 Gerald L. Radke
Chairman of the Board,
President and Chief
Executive Officer
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CUSIP No. 893779108 13D Page 8 of 14 Pages
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Appendix A to Schedule 13D
of
PXRE Corporation
Information in response to Items 2 through 6
of Schedule 13D
regarding the
Executive Officers and Directors of PXRE Corporation
<TABLE>
<S> <C> <C>
Item 2. Identity and Background
I. (a) Gerald L. Radke
(b) 399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
(c) President and Chief Executive Officer and Chairman of the Board of Directors of PXRE Corporation, 399
Thornall Street, Fourteenth Floor, Edison, NJ 08837
II. (a) Michael J. Bleisnick
(b) 399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
(c) Executive Vice President - Domestic Operations of PXRE Corporation, 399 Thornall Street, Fourteenth Floor,
Edison, NJ 08837
III. (a) Gordon Forsyth, III
(b) 399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
(c) Executive Vice President - International Operations of PXRE Corporation, 399 Thornall Street, Fourteenth Floor,
Edison, NJ 08837
IV. (a) Eugene J. Sverchek
(b) 399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
(c) Senior Vice President - Domestic Treaty of PXRE Corporation, 399 Thornall Street, Fourteenth Floor, Edison,
NJ 08837
V. (a) Frank A. LoPiccolo
(b) 399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
(c) Vice President - Facultative of PXRE Corporation, 399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
VI. (a) Alain Tounquet
(b) Avenue des Arts 21-22, Brussels-1040, Belgium
(c) Senior Vice President - International Operations of PXRE Corporation, Avenue des Arts 21-22 Brussels-1040,
Belgium
VII. (a) Sanford M. Kimmel
(b) 399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
(c) Senior Vice President, Treasurer and Chief Financial Officer of PXRE Corporation, 399 Thornall Street,
Fourteenth Floor, Edison, NJ 08837
VIII. (a) F. Sedgwick Browne
(b) 101 Park Avenue, New York, NY 10178-0060
(c) Partner, Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, NY 10178-0060 (Secretary of PXRE
Corporation)
</TABLE>
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CUSIP No. 893779108 13D Page 9 of 14 Pages
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<TABLE>
<S> <C> <C>
IX. (a) Robert W. Fiondella
(b) One American Row, Hartford, CT 06115
(c) President, Chief Executive Officer and Chairman of the Board of Directors of Phoenix Home Life Mutual
Insurance Company, One American Row, Hartford, CT 06115 (Director of PXRE Corporation)
X. (a) Wendy Luscombe
(b) 505 East 79th Street #11A, New York, NY 10021
(c) WKL Associates, 505 East 79th Street #11A, New York, NY 10021 (Director of PXRE Corporation)
XI. (a) Bernard Kelly
(b) 45 Fernshaw Road, London SW10 OTN, England
(c) Bernard Kelly & Associates, 45 Fernshaw Road, London SW10 OTN, England (Director of PXRE Corporation)
XII. (a) Edward P. Lyons
(b) 5 Londonderry Drive, Greenwich, CT 06830
(c) Retired (Director of PXRE Corporation)
XIII. (a) Philip R. McLoughlin
(b) One American Row, Hartford, CT 06115
(c) Executive Vice President and Chief Investment Officer of Phoenix Home Life Mutual Insurance Company, One
American Row, Hartford, CT 06115 (Director of PXRE Corporation)
XIV. (a) David W. Searfoss
(b) One American Row, Hartford, CT 06115
(c) Executive Vice President and Chief Financial Officer of Phoenix Home Life Mutual Insurance Company, One
American Row, Hartford, CT 06115 (Director of PXRE Corporation)
XV. (a) Donald H. Trautlein
(b) 452 North New Street, Bethlehem, PA 18018
(c) Retired (Director of PXRE Corporation)
XVI. (a) Wilson Wilde
(b) One State Street, Hartford, CT 06102
(c) Chairman of the Executive Committee of The Hartford Steam Boiler Inspection and Insurance Company, One
State Street, Hartford, CT 06102 (Director of PXRE Corporation)
</TABLE>
To PXRE's knowledge, during the last five years, none of the persons
listed above has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
To PXRE's knowledge, during the last five years, none of the persons
listed above has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or
Other Consideration
To PXRE's knowledge, each person indicated in Item 4 below as having
purchased shares of Class A Common Stock acquired such shares with personal
funds.
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CUSIP No. 893779108 13D Page 10 of 14 Pages
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Item 4. Purpose of Transaction
Following is a list of those persons listed in Item 2 of this
Appendix who have purchased shares of Class A Common Stock:
<TABLE>
<CAPTION>
Name Number of Shares
---- Purchased
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<S> <C>
Gerald L. Radke 6,000
Michael J. Bleisnick 750
Gordon Forsyth, III 750
Frank A. LoPiccolo 1,250
Bernard Kelly 1,250
F. Sedgwick Browne* 2,500
Donald H. Trautlein 500
Edward P. Lyons 5,000
Wilson Wilde 1,000
Sanford M. Kimmel 100
</TABLE>
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* Mr. Browne disclaims beneficial ownership as to 500 of such shares,
which are owned by his wife.
To PXRE's knowledge, the persons listed in Item 2 of this Appendix do
not beneficially own any other shares of Class A Common Stock except as
described above in this Item 4.
To PXRE's knowledge: each person listed in Item 2 of this Appendix
intends continually to review the Company's business affairs and financial
position, as well as conditions in the securities markets and general economic
and industry conditions, and, based upon such evaluation and review, may decide
to acquire shares of Class A Common Stock in the open market, in privately
negotiated transactions or otherwise, or may decide to sell all or a portion of
his holdings (if any) of Class A Common Stock in the open market or in privately
negotiated transactions; and other than as set forth in this Item 4, no such
person presently has any plans or proposals with respect to any matter set forth
in Items 4(a) through 4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on May 9, 1996, to PXRE's knowledge,
no person listed in Item 2 of this Appendix beneficially owned more than 5% of
the total number of shares of Class A Common Stock then outstanding.
(b) To PXRE's knowledge, each person indicated in Item 4 of this
Appendix as having purchased shares of Class A Common Stock possesses the sole
power to vote or to direct the vote, and the sole power to dispose or to direct
the disposition, of all of the shares of Class A Common Stock listed opposite
such person's name, except for the 500 shares as to which Mr. F. Sedgwick Browne
disclaims beneficial ownership.
(c) Not applicable.
(d) To PXRE's knowledge, in the case of each person indicated in Item
4 of this Appendix as having purchased shares of Class A Common Stock, no other
person has the right to receive or the power to direct the receipt of dividends
from, or proceeds from the sale of, the shares of Class A Common Stock listed
opposite such person's name, except for the 500 shares as to which Mr. F.
Sedgwick Browne disclaims beneficial ownership.
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CUSIP No. 893779108 13D Page 11 of 14 Pages
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(e) Reference is made to paragraph (a) of this Item 5.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities
of the Issuer
-------------------------------
To PXRE's knowledge, no person listed in Item 2 of this Appendix has
any contract, arrangement, understanding or relationship (legal or otherwise)
with any other person with respect to any securities of the Company.
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CUSIP No. 893779108 13D Page 12 of 14 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Sequentially Numbered Page
------- ----------- --------------------------
<S> <C> <C>
1 Intentionally Omitted
2 Registration Rights Agreement *
3 Intentionally Omitted
4 Intentionally Omitted
5 Proposal Letter 13
6 Press Release 14
</TABLE>
* Incorporated by reference to the original Schedule 13D, filed
November 12, 1993.
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CUSIP No. 893779108 13D Page 13 of 14 Pages
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Exhibit 5
May 10, 1996
Board of Directors
Transnational Re Corporation
399 Thornall Street
Edison, NJ 08837
Dear Sirs:
I am pleased to inform you of our proposal for a strategic business
combination of PXRE Corporation ("PXRE") and Transnational Re Corporation
("Transnational Re"). After careful study and consideration, we have concluded
that the proposed combination is a sound business step for us and, at the same
time, is in the best interests of Transnational Re and its shareholders.
We believe that this combination will benefit our respective
shareholders by allowing them to participate in a larger, financially stronger
company with increased market presence, improved creditworthiness, reduced
operating costs, increased capital management opportunities and increased market
capitalization and float. Additionally, the proposed combination would enable
Transnational Re's shareholders to retain a very substantial continuing equity
interest in the combined businesses and to participate in future opportunities
in reinsurance markets.
Under this proposal, based on our current analysis PXRE and
Transnational Re would enter into a merger agreement pursuant to which PXRE,
either through PXRE itself or a newly organized subsidiary of PXRE, would
exchange 0.98 shares of PXRE common stock for each share of Transnational Re
Class A common stock, which represents a price of $23.50 based on yesterday's
closing price for PXRE of $24.00. It is contemplated that the merger agreement
would be in a form customary for transactions of this type. The transaction
would be designed to be tax-free to Transnational Re shareholders.
Naturally, our proposal is conditioned upon the negotiation and
execution of a definitive merger agreement mutually satisfactory to PXRE and
Transnational Re and is further conditioned upon the effectiveness of the
registration of PXRE securities to be issued in the merger, the receipt of all
regulatory approvals and third-party consents necessary or advisable to
accomplish the transaction and approvals by the boards of directors of PXRE and
Transnational Re (including the approval of a committee of Transnational Re's
independent directors) and by the shareholders of both companies.
We understand that, in transactions of this nature, it is typical for
a special committee of independent directors to be established to review the
combination proposal. PXRE and its advisors are, of course, prepared to meet
with Transnational Re's committee and its advisors to answer any questions they
may have.
As we stated, we believe the transaction provides an attractive
opportunity for both companies. We hope that you give this proposal your prompt
attention.
Sincerely,
PXRE Corporation
Gerald L. Radke
Chairman, President
and Chief Executive Officer
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CUSIP No. 893779108 13D Page 14 of 14 Pages
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Exhibit 6
PXRE Corporation Proposed
Business Combination with
Transnational Re Corporation
Edison, New Jersey (May 10, 1996): PXRE Corporation (NASDAQ: PXRE)
today announced a proposal for a strategic business combination of PXRE and
Transnational Re Corporation (NASDAQ: TREX) on a tax-free basis. Under the
proposal, PXRE would enter into a merger agreement with Transnational Re
pursuant to which PXRE Corporation, or a newly organized subsidiary of PXRE,
would exchange 0.98 shares of PXRE common stock for each share of Transnational
Re Class A common stock, $.01 par value. This proposal represents a price of
$23.50 based on yesterday's closing price for PXRE of $24.00. The proposed
combination would enable Transnational Re's shareholders to retain a very
substantial continuing equity interest in the combined business and to
participate in future opportunities in reinsurance markets.
The proposal is conditioned upon the negotiation and execution of a
definitive merger agreement mutually satisfactory to PXRE and Transnational Re
and is further conditioned upon the effectiveness of the registration of PXRE
securities to be issued in the merger, the receipt of all regulatory approvals
and third-party consents necessary or advisable to accomplish the transaction
and approvals by the boards of directors of PXRE and Transnational Re (including
a committee of Transnational Re's independent directors) and by the shareholders
of both companies.
Transnational Re specializes in brokered property retrocessional
reinsurance and marine and aviation retrocessional reinsurance in the United
States and international markets with a primary focus on catastrophe
retrocessional coverages. Transnational Re also writes marine and aviation
reinsurance as well as facultative excess of loss reinsurance. Transnational Re
and its reinsurance subsidiary, Transnational Reinsurance Company, operate under
a management agreement with PXRE Reinsurance Company, a subsidiary of PXRE
Corporation. Transnational Re's Class B common stock, representing a total
interest of approximately 22%, is owned by PXRE Corporation. PXRE provides
reinsurance products and services to a national and international market place,
with principal emphasis on commercial and personal property risks.
