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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENHANCE FINANCIAL SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
NEW YORK 13-3333448
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or organization) Number)
335 MADISON AVENUE
NEW YORK, NEW YORK 10017
(Address of principal
executive offices) (Zip
code)
</TABLE>
ENHANCE FINANCIAL SERVICES GROUP INC. LONG-TERM INCENTIVE PLAN FOR KEY EMPLOYEES
(Full title of the Plan)
SAMUEL BERGMAN, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
ENHANCE FINANCIAL SERVICES GROUP INC.
335 MADISON AVENUE
NEW YORK, NEW YORK 10017
(212) 983-3100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.10 1,100,000
per share shares 34.625 $38,087,500 $11,542
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(1) Represents additional shares which may be granted under the Enhance
Financial Services Group Inc. Long-Term Incentive Plan for Key Employees
(the "Incentive Plan"). Pursuant to Rule 416 under the Securities Act of
1933 (the "Act"), an additional undeterminable number of shares of common
stock, par value $.10 per share ("Common Stock"), is being registered to
cover any adjustments in the number of shares of Common Stock issuable under
the Incentive Plan pursuant to the antidilution provisions thereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission by
Enhance Financial Services Group Inc. ("Enhance Financial" or the "Registrant")
are incorporated herein by reference:
(1) Enhance Financial's Annual Report on Form 10-K for the year ended
December 31, 1995;
(2) Enhance Financial's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
(3) Enhance Financial's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996;
(4) Enhance Financial's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996; and
(5) the description of the Common Stock contained in Enhance Financial's
Registration Statement filed on Form 8-A.
All documents subsequently filed by Enhance Financial pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents. Any statement in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the securities being offered hereby
are being passed upon by Samuel Bergman, Esq., Executive Vice President and
General Counsel of Enhance Financial. Mr. Bergman owns 3,850 shares of Common
Stock and holds options for an additional 111,000 shares pursuant to the
Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 722 of the New York Business Corporation Law (the
"BCL"), the amended certificate of incorporation of Enhance Financial eliminates
the personal liability of members of its board of directors to Enhance Financial
or its shareholders for monetary damages for violations of their financial duty
of care. Such provision has no effect on the availability of equitable remedies,
such as an injunction or rescission, for breach of fiduciary duty. In addition,
such provision may not and does not eliminate or limit the liability of a
director for breaching his or her duty of loyalty, failing to act in good faith,
engaging in intentional misconduct or knowingly violating the law, paying an
unlawful dividend or approving an illegal stock repurchase, or obtaining an
improper personal benefit.
Section 6.5 of Enhance Financial's by-laws provides that, except as
prohibited by the BCL, directors and certain other personnel of Enhance
Financial are to be indemnified against expenses and certain other
II-1
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liabilities arising out of legal actions brought or threatened against them for
their conduct on behalf of Enhance Financial, subject to certain qualifications
and provided that each such person acted in good faith and in a manner that he
or she reasonably believed was in Enhance Financial's best interest and did not
derive any improper financial profit or other advantage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
EXHIBIT NO. DOCUMENT
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<C> <S>
5 Opinion of Samuel Bergman, Esq. re legality of shares of Common Stock being registered
24.1 Consent of Deloitte & Touche LLP
24.2 Consent of Samuel Bergman, Esq. (included in Exhibit 5)
25 Power of Attorney (see pages II-4 and II-5 of this Registration Statement)
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement,
(i) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; PROVIDED,
HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration
II-2
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statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 5, 1996.
ENHANCE FINANCIAL SERVICES GROUP INC.
BY: /S/ DANIEL GROSS
-----------------------------------------
Daniel Gross
PRESIDENT
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below hereby constitutes and appoints Daniel Gross and Samuel
Bergman, or either of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution, to sign on his behalf individually and in any
and all capacities any and all amendments (including post-effective amendments)
to a Registration Statement on Form S-8 relating to the registration under the
Securities Act of 1933 of shares of Common Stock of Enhance Financial Services
Group Inc. under the Enhance Financial Services Group Inc. Long-Term Incentive
Plan for Key Employees and to file the same with all exhibits thereto and all
other documents in connection therewith with the Securities and Exchange
Commission, granting to such attorneys-in-fact and agents, and each of them,
full power and authority to do all such other acts and things requisite or
necessary to be done, and to execute all such other documents as they, or either
of them, may deem necessary or desirable in connection with the foregoing, as
fully as the undersigned might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------
/s/ DANIEL GROSS President and Director
- ------------------------------ (principal executive December 5, 1996
Daniel Gross officer)
Executive Vice President,
/s/ ARTHUR DUBROFF and Chief Financial
- ------------------------------ Officer (principal December 5, 1996
Arthur Dubroff financial officer)
/s/ BRENTON W. HARRIES
- ------------------------------ Director December 5, 1996
Brenton W. Harries
/s/ DAVID R. MARKIN
- ------------------------------ Director December 5, 1996
David R. Markin
/s/ RICHARD J. SHIMA
- ------------------------------ Director December 5, 1996
Richard J. Shima
/s/ SPENCER R. STUART
- ------------------------------ Director December 5, 1996
Spencer R. Stuart
/s/ ALLAN R. TESSLER
- ------------------------------ Director December 5, 1996
Allan R. Tessler
/s/ ROBERT P. SALTZMAN
- ------------------------------ Director December 5, 1996
Robert P. Saltzman
/s/ WALLACE O. SELLERS
- ------------------------------ Director December 5, 1996
Wallace O. Sellers
/s/ ADRIAN U. SULZER
- ------------------------------ Director December 5, 1996
Adrian U. Sulzer
/s/ FRIEDA K. WALLISON
- ------------------------------ Director December 5, 1996
Frieda K. Wallison
/s/ JERRY WIND
- ------------------------------ Director December 5, 1996
Jerry Wind
II-5
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EXHIBIT 5
December 16, 1996
Enhance Financial Services Group Inc.
335 Madison Avenue
New York, New York 10017
Ladies and Gentlemen:
I am General Counsel of Enhance Financial Services Group Inc., a New York
corporation (the "Company"), and am rendering this opinion in connection with
the Registration Statement on Form S-8 with exhibits thereto (the "Registration
Statement") filed by the Company under the Securities Act of 1933, as amended,
and the rules and regulations thereunder, relating to the registration of
1,100,000 shares of common stock, par value $.10 per share (the "Shares"), of
the Company. The Shares are to be issued by the Company pursuant to the
Company's Long-Term Incentive Plan for Key Employees (the "Incentive Plan").
I have participated in the preparation of the Registration Statement and
have reviewed the corporate minutes relating to the issuance of the Shares
pursuant to the Incentive Plan and have also examined and relied upon originals
or copies, certified or otherwise authenticated to my satisfaction, of all such
corporate records, documents, agreements, and instruments relating to the
Company, and certificates of public officials and of representatives of the
Company, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
I have deemed proper and necessary as a basis for rendering this opinion.
Based upon, and subject to, the foregoing, I am of the opinion that the
Shares are duly authorized and, upon issuance of the Shares in accordance with
the terms of the Incentive Plan, will be, assuming no change in the applicable
law or pertinent facts, validly issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Samuel Bergman
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EXHIBIT 24.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the Enhance Financial Services Group Inc. Long-Term
Incentive Plan for Key Employees of our report, dated March 5, 1996, appearing
in the Annual Report on Form 10-K of Enhance Financial Services Group Inc. for
the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
New York, New York
December 16, 1996
