<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Transnational Re Corporation
_______________________________
(Name of Issuer)
Class A Common Stock
_______________________________
(Title of Class of Securities)
893779108
_______________________________
(CUSIP Number)
Sanford M. Kimmel
PXRE Corporation
399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
(908) 906-8100
_______________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 1996
_______________________________
(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).
<PAGE>
<PAGE>
CUSIP NO. 893779108 13D PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PXRE Corporation (06-1183996)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH N/A
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
CUSIP NO. 893779108 13D PAGE 3 OF 7 PAGES
The statement on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission (the "Commission") on November 12, 1993 by
PXRE Corporation ("PXRE"), formerly known as Phoenix Re Corporation, was amended
and restated by Amendment No. 1 to the Schedule 13D ("Amendment No. 1") filed
with the Commission on May 10, 1996. Amendment No. 1 was amended by Amendment
No. 2 to the Schedule 13D ("Amendment No. 2") filed with the Commission on
August 22, 1996, and is hereby further amended by this Amendment No. 3 to the
Schedule 13D. Unless otherwise indicated, all capitalized terms used herein have
the meanings ascribed to them in Amendment No. 2 to the Schedule 13D.
Item 4. Purpose of the Transaction
Item 4 is hereby amended and supplemented by the following information:
On December 9, 1996, the Merger Agreement between the Company and PXRE
was approved and adopted at both a Special Meeting of Stockholders of the
Company and a Special Meeting of Stockholders of PXRE.
On December 11, 1996, the Merger contemplated by the Merger Agreement
was completed. As a result of the Merger, the Company has ceased to exist and
PXRE will continue as the surviving corporation. In addition, the Company's
reinsurance subsidiary, Transnational Reinsurance Company, has become a
subsidiary of PXRE Reinsurance Company, the reinsurance underwriting subsidiary
of PXRE. Pursuant to the Merger Agreement, each share of Common Stock of the
Company has been canceled, and holders of Common Stock of the Company have the
right to exchange each such share for 1.0575 shares of PXRE common stock and
cash in lieu of fractional shares.
As a result of the Merger, the shares of Class A Common Stock of the
Company have ceased to be quoted on NASDAQ in accordance with NASDAQ rules. In
addition, such shares, as a class of securities, are eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended. The Company has filed a Form 15 with the Commission requesting
such termination.
Except as set forth above, and except as described in the related press
release issued by PXRE on December 11, 1996, attached hereto as Exhibit 9 and
incorporated herein by reference, PXRE presently has no 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
Item 5(c) is hereby amended and supplemented by the following
information:
(c) The information contained in Item 4 of this Amendment No. 3 to the
Schedule 13D is incorporated herein by reference. Except as described in this
Item 5, PXRE has not effected any transactions in shares of Common Stock of the
Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented by the following information:
As a result of the Merger, the Registration Rights Agreement between the
Company and PXRE Reinsurance, dated November 8, 1993, has terminated.
The information contained in Item 4 of this Amendment No. 3 to the
Schedule 13D is incorporated herein by reference. Except 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.
<PAGE>
<PAGE>
CUSIP NO. 893779108 13D PAGE 4 OF 7 PAGES
Item 7. Material to be Filed as Exhibits
Exhibit 9 -Press Release of PXRE Corporation, dated December 11, 1996.
<PAGE>
<PAGE>
CUSIP NO. 893779108 13D PAGE 5 OF 7 PAGES
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.
PXRE CORPORATION
Date: December 11, 1996 By: /s/ Gerald L. Radke
--------------------------------
Gerald L. Radke
Chairman of the Board, President
and Chief Executive Officer
<PAGE>
<PAGE>
CUSIP NO. 893779108 13D PAGE 6 OF 7 PAGES
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION SEQUENTIALLY NUMBERED PAGE
- ------- ----------- --------------------------
<S> <C> <C>
9 Press Release of PXRE Corporation, 7
dated December 11, 1996
</TABLE>
<PAGE>
<PAGE>
CUSIP NO. 893779108 13D PAGE 7 OF 7 PAGES
EXHIBIT 99
FOR IMMEDIATE RELEASE Contact: Sanford M. Kimmel
Senior Vice President,
Treasurer and
Chief Financial Officer
(908) 906-8100
TRANSNATIONAL RE CORPORATION
MERGES WITH AND INTO
PXRE CORPORATION
Edison, New Jersey (December 11, 1996): PXRE Corporation (Nasdaq/NM:PXRE) today
announced that it has completed its merger with Transnational Re Corporation
(Nasdaq/NM:TREX). As a result of the merger, Transnational Re has ceased to
exist and PXRE will continue as the surviving corporation. In addition,
Transnational Re's reinsurance subsidiary, Transnational Reinsurance Company,
has become a subsidiary of PXRE Reinsurance Company, the reinsurance
underwriting subsidiary of PXRE.
Pursuant to the merger agreement, each share of common stock of
Transnational Re has been canceled, and holders of shares of common stock of
Transnational Re have the right to exchange each such share for 1.0575 shares of
PXRE common stock and cash in lieu of fractional shares.
The American Stock Transfer & Trust Company has been retained by PXRE to
serve as Exchange Agent. Letters of Transmittal, together with instructions,
are expected to be provided promptly to Transnational Re stockholders so that
such stockholders may exchange their shares for PXRE common stock and cash in
lieu of fractional shares.
PXRE provides reinsurance products and services to a national and
international market place, with principal emphasis on commercial and personal
property risks.
