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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 11, 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 December 11, 1996, pursuant to the Agreement and Plan of Merger
between Transnational Re Corporation ("Transnational") and PXRE Corporation
(the "Company"), dated August 22, 1996, as amended (the "Merger Agreement"),
the merger of Transnational with and into the Company was completed (the
"Merger"). As a result of the Merger, Transnational has ceased to exist and
the Company will continue as the surviving corporation. In addition,
Transnational's reinsurance subsidiary, Transnational Reinsurance Company, has
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 has been canceled, and holders of such
shares have the right to exchange each such share 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 thereto, are expected to be provided promptly to Transnational
stockholders so that such stockholders may exchange their shares for Common
Stock of the Company and cash in lieu of fractional 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 11, 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 11, 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 11, 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
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.
