<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
ENHANCE FINANCIAL SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)
New York 13-3333448
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
335 Madison
Avenue New York, New York 10017
(Address of principal executive offices) (Zip code)
1997 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)
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- ------------------------------------------- ---------------- ------------------ ---------------- -----------
<S> <C> <C> <C> <C>
Common Stock, par ......................... 100,000 shares $ 57.4375 $ 5,743,750 $ 1,694.40
value $.10 per share ---------------- ---------- ----------- ----------
Common Stock, par.......................... 850,000 shares $ 57.09375 $48,529,688 14,316.26
value $.10 per share ---------------- ---------- ----------- ----------
---------------- ----------- ----------
Total...................................... 950,000 shares $54,273,438 16,010.66
---------------- ----------- ----------
---------------- ----------- ----------
</TABLE>
(1) 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 1997 Long-Term
Incentive Plan for Key Employees (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 with respect to 100,000 shares and
pursuant to Rules 457(c) and (h) as to 850,000 shares.
<PAGE>
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, 1996;
(2) Enhance Financial's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(3) Enhance Financial's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997;
(4) Enhance Financial's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997; 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 to purchase an additional 110,600 shares.
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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
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.
<TABLE>
<CAPTION>
EXHIBIT NO. Document
----------- --------
<C> <S>
3.1.1 Restated certificate of incorporation of the Registrant filed with the State of New York on February 18,
1992 (incorporated by reference to Exhibit 3.3.1 to the Annual Report on Form 10-K for the year ended
December 31, 1991 of the Registrant)
3.2 By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to Amendment No. 1 filed with the
Securities and Exchange Commission on January 21, 1992 to the Registrant's Registration Statement on Form
S-1 (File No. 33-44322) filed with the Securities and Exchange Commission on December 11, 1991)
5 Opinion of Samuel Bergman, Esq. re legality of shares of Common Stock being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Samuel Bergman, Esq. (included in Exhibit 5)
25 Power of Attorney (see pages II-5 and II-6 of this Registration Statement)
</TABLE>
II-2
<PAGE>
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 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
II-3
<PAGE>
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.
II-4
<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-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 17, 1997.
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 1997 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.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Daniel Gross President and Director December 17, 1997
------------ (principal executive officer)
Daniel Gross
/s/ Arthur Dubroff Executive Vice President and December 17, 1997
-------------- Chief Financial Officer
Arthur Dubroff (principal financial officer)
/s/ Brenton W. Harries Director December 17, 1997
------------------
Brenton W. Harries
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ David R. Markin Director December 17, 1997
---------------
David R. Markin
/s/ Richard J. Shima Director December 17, 1997
----------------
Richard J. Shima
/s/ Spencer R. Stuart Director December 17, 1997
-----------------
Spencer R. Stuart
/s/ Allan R. Tessler Director December 17, 1997
----------------
Allan R. Tessler
/s/ Robert P. Saltzman Director December 17, 1997
------------------
Robert P. Saltzman
/s/ Wallace O. Sellers Director December 17, 1997
------------------
Wallace O. Sellers
Director December 17, 1997
----------------
Adrian U. Sulzer
/s/ Frieda K. Wallison Director December 17, 1997
------------------
Frieda K. Wallison
/s/ Jerry Wind Director December 17, 1997
----------
Jerry Wind
</TABLE>
II-6
<PAGE>
EXHIBIT 5
December 17, 1997
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
950,000 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
1997 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
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the Enhance Financial Services Group Inc. 1997
Long-Term Incentive Plan for Key Employees of our report, dated March 3, 1997,
appearing in the Annual Report on Form 10-K of Enhance Financial Services Group
Inc. for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
New York, New York
December 17, 1997
