<PAGE>
<PAGE>
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)
-1-
<PAGE>
<PAGE>
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.
-2-
<PAGE>
<PAGE>
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
-3-
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ---------- ------- ----
99 Press Release, dated January 20, 1997.
- 4 -
<PAGE>
<PAGE>
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.
-END-