PXRE CORP
8-K, 1997-01-21
FIRE, MARINE & CASUALTY INSURANCE
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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
             ------------------------------------------------------    
             (Exact name of registrant as specified in its charter)

                                January 20, 1997
                ------------------------------------------------       
                Date of Report (Date of earliest event reported)

          Delaware                     0-15428                 06-1183996
- --------------------------------------------------------------------------------
   (State or other juris-            (Commission            (I.R.S. Employer
  diction of incorporation)          File Number)          Identification No.)

             399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
             --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (908) 906-8100
               -------------------------------------------------
              (Registrant's telephone number, including area code)

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Item 5.           Other Events.
- ------            ------------
                  Attached hereto as Exhibit 99 is a press release dated January
20, 1997 pursuant to which PXRE Corporation (the "Company") announced a possible
private placement of subordinated debentures and related capital securities. The
capital  securities  will be issued by a trust  subsidiary  of the Company to be
formed for such purpose. This press release is being filed as an exhibit to this
Current  Report on Form 8-K pursuant to Rule 135c of the Securities Act of 1933,
as amended.

Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.
- ------      -------------------------------------------------------------------
            (c)      Exhibits.

            Number                    Exhibit
            ------                    -------
            99                        Press Release, dated January 20, 1997.

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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:  January 20, 1997                              By: /s/ F. Sedgwick Browne
                                                      F. Sedgwick Browne
                                                      Secretary


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                                  EXHIBIT INDEX

Exhibit No.                  Exhibit                                       Page
- ----------                   -------                                       ----
99                           Press Release, dated January 20, 1997.



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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 ANNOUNCES CONSENT SOLICITATION

                              AND PROPOSED OFFERING

EDISON,  New Jersey  (January 20, 1997) -- PXRE  Corporation  (NYSE:  PXT) today
announced the commencement of a consent  solicitation with respect to its 9 3/4%
Senior Notes due 2003. The Company intends to effect certain proposed amendments
to the indenture for the Senior Notes to permit a private placement  offering in
the near future of $100 million of  subordinated  debentures and related capital
securities.  The capital  securities will be issued by a trust  subsidiary to be
formed for such purpose.

         The  securities   covered  by  the  private  placement  have  not  been
registered under the Securities Act of 1933, as amended (the "Act"), and may not
be  offered  or sold in the  United  States  absent  registration  under,  or an
applicable  exemption  from  the  registration  requirements  of,  the  Act  and
applicable state securities laws.

         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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