As filed with the Securities and Exchange Commission on October 2, 1996
Registration No. 33-56470
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONAL RE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2300920
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
777 Long Ridge Road
P.O. Box 10167
Stamford, Connecticut 06904-2167
(203) 329-7700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
MARY ELLEN BURNS, Esq.
National Re Corporation
777 Long Ridge Road
P.O. Box 10167
Stamford, Connecticut 06904-2167
(203) 329-7700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
MATTHEW NIMETZ, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box: [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]_______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]_______
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
<PAGE>
Registration Statement No. 33-56470 (the "Registration Statement") related
to the offering of 7,830,170 shares of common stock, no par value (the "Common
Stock"), of National Re Corporation (the "Company"), by the holders of the
Common Stock (the "Selling Stockholders"). The Company filed the Registration
Statement pursuant to certain registration rights agreements and other
agreements whereby the Company provided certain holders of its Common Stock
named therein certain demand and incidental registration rights (collectively
the "Registration Rights Agreements").
Pursuant to certain termination agreements between the Company and certain
of the Selling Stockholders, the Registration Rights Agreements were terminated
and the Company is no longer obligated to maintain the effectiveness of the
Registration Statement. Therefore, the Company hereby terminates the offering
of the Common Stock pursuant to the Registration Statement.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
post-effective amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Stamford,
State of Connecticut, on October 2, 1996.
NATIONAL RE CORPORATION
By: /s/ WILLIAM D. WARREN
William D. Warren
(President and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ WILLIAM D. WARREN President, Chief Executive October 2, 1996
William D. Warren Officer and Director
* Executive Vice President, Chief October 2, 1996
Peter A. Cheney Financial and Accounting Officer and
Director
* Director October 2, 1996
Robert W. Bruce III
Director October __, 1996
Robert T. Barnum
Director October __, 1996
David Bonderman
Director October __, 1996
Jon A. Boscia
Director October __, 1996
Thomas M. Bancroft, Jr.
* Director October 2, 1996
J. Taylor Crandall
* Director October 2, 1996
Daniel L. Doctoroff
* Director October 2, 1996
Robert W. Eager, Jr.
* Director October 2, 1996
Steven B. Gruber
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<PAGE>
Director October __, 1996
Greg B. Kent
* Director October 2, 1996
Timothy T. McCaffrey
* Director October 2, 1996
Robert A. Spass
/S/ WILLIAM D. WARREN
William D. Warren
Attorney-in-Fact
</TABLE>
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