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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 5, 1999
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Date of Report (Date of earliest event reported)
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Delaware 0-15428 06-1183996
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(State or other (Commission (I.R.S. Employer
jurisdiction 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 5. Other Events.
At a Special Meeting of Stockholders of PXRE Corporation, a
Delaware corporation, (the "Company") held October 5, 1999 (the "Special
Meeting"), the holders of the Company's Common Stock approved and adopted the
Agreement and Plan of Merger among the Company, PXRE Group Ltd., a Bermuda
company ("PXRE Group") and PXRE Merger Corp., dated as of July 7, 1999 (the
"Merger Agreement"). The consummation of the merger remains subject to the
satisfaction of certain closing conditions but is expected to be completed at
the close of business today.
Upon completion of the merger, the Company will become an
indirect wholly-owned subsidiary of PXRE Group.
Pursuant to the Merger Agreement, each outstanding share of
Common Stock of the Company will be 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 of PXRE Corporation, dated
October 5, 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 5, 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 of PXRE Corporation,
dated October 5, 1999.
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Exhibit 99
FOR IMMEDIATE RELEASE Contact: James F. Dore
Executive Vice President
Chief Financial Officer
(732) 906-6708
STOCKHOLDERS APPROVE PXRE'S REORGANIZATION
AS A BERMUDA-BASED COMPANY
Edison, N. J. (October 5, 1999) -- PXRE Corporation (NYSE: PXT) today announced
that its stockholders, at a special meeting held today, have approved the
Company's previously announced reorganization as a Bermuda-based holding
company. The reorganization involves the creation of PXRE Group Ltd. and a
Bermuda reinsurance subsidiary, both headquartered at 99 Front Street, Hamilton,
Bermuda. PXRE Group becomes the parent holding company of PXRE Corporation,
which will continue to head up PXRE's U.S. operations. The reorganization is
expected to be effective at the close of business today.
Stockholders of PXRE Corporation will automatically become holders of
the same number of PXRE Group common shares. No exchange of share certificates
is necessary. PXRE Group's common shares will trade on the New York Stock
Exchange under the same symbol (PXT).
This new structure is intended to strengthen PXRE's competitive
position in worldwide reinsurance markets. PXRE will capitalize its new Bermuda
reinsurance company with an initial capital of approximately $35 million
utilizing internal funds.
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 marketplace.
The Company primarily emphasizes commercial and personal property and casualty
reinsurance risks, and it offers both broker-based and
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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.
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