SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
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(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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CAPITAL RE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1-10995 52-1567009
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
1325 AVENUE OF THE AMERICAS
18TH FLOOR
NEW YORK, NEW YORK 10019
(212) 974-0100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD
THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS
BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X
NO (REGISTRANT BECAME SUBJECT TO THE FILING REQUIREMENTS ON APRIL 8,
1992.)
AS OF AUGUST 12, 1997, THERE WERE OUTSTANDING 15,878,587 SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE, OF THE REGISTRANT.
Part II is hereby amended by renumbering Item 3 as Item 6 and by adding
the following Item 4:
Item 4 - Submission of Matters to a Vote of Security Holders
At the annual meeting of the Corporation's shareholders held on May 21,
1997, the ten nominees listed below were elected as directors of the
Corporation to hold office until the 1998 annual meeting and until their
successors shall have been elected and qualified. In addition, at such
meeting, the Corporation's shareholders approved the 1997 Employee Stock
Option Plan, the Performance Share Plan and the Annual Incentive Plan.
The number of votes cast for, against or withheld and the number of
abstentions with respect to each such matter is set forth below, as are
the number of broker non-votes, where applicable.
(a) Election of Directors
Name Votes For Votes Against
Michael E. Satz 14,291,538 489,048
Harrison W. Conrad, Jr. 14,291,538 489,048
Richard L. Huber 14,291,538 489,048
Steven D. Kesler 14,276,838 503,748
Steven H. Newman 14,288,538 492,048
Philip H. Robinson 14,273,606 506,980
Edwin L. Russell 14,274,038 506,548
Dan R. Skowronski 14,273,838 506,748
Barbara D. Stewart 14,291,338 489,248
Jeffrey F. Stuermer 14,273,838 506,748
(b) Approval of 1997 Employee Stock Option Plan
Votes For Votes Against Abstentions
10,035,304 3,639,471 6,771
(c) Approval of Performance Share Plan
Votes For Votes Against Abstentions
12,227,862 1,448,629 8,005
(d) Approval of Annual Incentive Plan
Votes For Votes Against Abstentions
14,249,865 519,500 7,551
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 thereunto duly authorized.
CAPITAL RE CORPORATION
Date: September 18, 1997 By: \s\ Alan S. Roseman
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Alan S. Roseman
Senior Vice President,
General Counsel and Secretary
