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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)
October 6, 1999
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Date of Report (Date of earliest event reported)
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Delaware 0-15428 06-1183996
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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399 Thornall Street, Fourteenth Floor, Edison, NJ 08837
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(Address of principal executive offices) (Zip Code)
(732) 906-8100
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(Registrant's telephone number, including area code)
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Item 1. Change of Control of the Registrant.
On October 5, 1999, pursuant to the Agreement and Plan of Merger among
PXRE Corporation, a Delaware corporation, (the "Company"), PXRE Group Ltd., a
Bermuda company ("PXRE Group") and PXRE Merger Corp., dated as of July 7, 1999
(the "Merger Agreement"), the merger of PXRE Merger Corp. with and into the
Company was completed (the "Merger"). As a result of the Merger, the Company has
become an indirect wholly-owned subsidiary of PXRE Group.
Pursuant to the Merger Agreement, each outstanding share of Common
Stock of the Company has been automatically converted into one PXRE Group Common
Share.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
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Number Exhibit
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99 Press Release
dated October 6, 1999.
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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: October 6, 1999 By: /s/ F. Sedgwick Browne
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F. Sedgwick Browne
Secretary
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EXHIBIT INDEX
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Exhibit No. Exhibit Page
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99 Press Release
dated October 6, 1999.
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Exhibit 99
FOR IMMEDIATE RELEASE Contact: James F. Dore
Executive Vice President
and Chief Financial Officer
(732) 906-6708
PXRE Completes Reorganization to
Become a Bermuda-Based Company
Edison, New Jersey and Hamilton, Bermuda (October 6, 1999) -- PXRE (NYSE: PXT)
today announced the completion of the merger of PXRE Merger Corp. with and into
PXRE Corporation, as a result of which PXRE Group Ltd., a new Bermuda-based
holding company, became the parent holding company of PXRE Corporation. PXRE
Group Ltd. will carry on the current holding company functions of PXRE
Corporation.
Pursuant to the merger agreement, each outstanding share of common
stock of PXRE Corporation has been automatically converted into one PXRE Group
Ltd. common share. No exchange of share certificates is necessary. Gain will be
recognized by stockholders for federal income tax purposes on the conversion of
PXRE Corporation common stock into PXRE Group Ltd. common shares.
Statements in this release that are not strictly historical are
forward-looking and are based upon current expectations which may differ
materially from actual results. These forward-looking statements, identified by
words such as "intend," "believe," or "expect," or variations of such words or
similar expressions, involve risks and uncertainties, including, but not limited
to, the frequency and severity of catastrophic events, a change in the demand
for, pricing of or supply of reinsurance, increased competitive pressures,
execution risks with respect to PXRE's diversification initiatives, fluctuations
in interest rates and in securities markets, changes in tax laws, general
economic conditions, and the other factors set forth in PXRE's SEC filings.
PXRE -- with operations in the United States, the United Kingdom, and
Europe -- provides reinsurance products and services to a worldwide market
place. The Company primarily emphasizes commercial and personal property and
casualty reinsurance risks, and it offers both broker-based and direct-writing
distribution capabilities. PXRE also provides property insurance products and
services. The Company's shares trade on the New York Stock Exchange under the
symbol PXT. To request other printed investor material from PXRE, or additional
copies of this news release, please call (732) 906-6785, send e-mail to
[email protected], or visit www.pxre.com.
