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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)
December 9, 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.
At a Special Meeting of Stockholders of PXRE Corporation (the
"Company") held December 9, 1996 (the "Special Meeting"), the holders of the
Company's Common Stock approved and adopted the Agreement and Plan of Merger
between the Company and Transnational Re Corporation ("Transnational"), dated as
of August 22, 1996, as amended (the "Merger Agreement"). The consummation of the
merger remains subject to the satisfaction of customary closing conditions but
is expected to be completed on December 11, 1996.
Upon completion of the merger, Transnational will cease to exist and
the Company will continue as the surviving corporation. In addition,
Transnational's reinsurance subsidiary, Transnational Reinsurance Company, will
become a subsidiary of PXRE Reinsurance Company, the reinsurance underwriting
subsidiary of the Company.
Pursuant to the Merger Agreement, each share of Class A Common Stock
and Class B Common Stock of Transnational will be canceled, and holders of such
shares will have the right to exchange each of their shares for 1.0575 shares of
Common Stock of the Company and cash in lieu of fractional shares.
The American Stock Transfer & Trust Company has been retained by the
Company to serve as Exchange Agent. Letters of transmittal, together with
instructions, are expected to be provided promptly to Transnational stockholders
to facilitate the exchange.
At the Special Meeting the holders of the Company's Common Stock also
approved an amendment to the Restated Certificate of Incorporation of the
Company which increases the number of shares of Common Stock which the Company
has authority to issue from 20,000,000 to 40,000,000 shares.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Number Exhibit
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99 Press Release of PXRE Corporation,
dated December 9, 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: December 9, 1996 By: /s/ F. Sedgwick Browne
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F. Sedgwick Browne
Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit Page
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99 Press Release of PXRE Corporation,
dated December 9, 1996.
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Exhibit 99
FOR IMMEDIATE RELEASE Contact: Sanford M. Kimmel
- --------------------- Senior Vice President, Treasurer
and Chief Financial Officer
(908) 906-8100
PXRE AND TRANSNATIONAL RE STOCKHOLDERS APPROVE MERGER
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PXRE INCREASES AUTHORIZED SHARES
EDISON, New Jersey (December 9, 1996) -- PXRE Corporation (Nasdaq/NM:PXRE) today
announced that its stockholders and those of Transnational Re Corporation
(Nasdaq/NM:TREX) have approved and adopted the merger agreement between the two
companies. The merger, which is expected to be completed on December 11, 1996,
remains subject to the satisfaction of customary closing conditions.
"The merger of PXRE and Transnational Re is an important, strategic
step for us as we continue our efforts to enhance the Company's long-term
performance," said Gerald L. Radke, Chairman, President and Chief Executive
Officer of PXRE. "The merger will increase our size and financial strength
substantially and enhance our presence in a rapidly consolidating industry."
Upon completion of the merger, Transnational Re will cease to exist and
PXRE will continue as the surviving corporation. In addition, Transnational Re's
reinsurance subsidiary, Transnational Reinsurance Company, will become a
subsidiary of PXRE Reinsurance Company, the reinsurance underwriting subsidiary
of PXRE.
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In the merger, each share of common stock of Transnational Re will be
canceled and holders of shares of common stock of Transnational Re will have the
right to exchange each of their shares for 1.0575 shares of PXRE common stock.
Cash will be paid in lieu of fractional shares.
The American Stock Transfer & Trust Company has been retained by PXRE
to serve as the Exchange Agent. Letters of transmittal, together with
instructions, are expected to be provided promptly to Transnational Re
stockholders to facilitate the exchange.
Separately, PXRE also announced that its stockholders have approved an
amendment to the Company's Restated Certificate of Incorporation which increases
the number of authorized shares of PXRE common stock to 40,000,000.
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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